Beazer Homes USA Announces Exchange Offers
Beazer Homes USA, Inc. (NYSE: BZH) today announced that it has commenced separate exchange offers for (i) any and all of its 7.50% Mandatory Convertible Subordinated Notes due 2013 and (ii) any and all of its 7.25% Tangible Equity Units. Under the terms of the offers, the Company will exchange the Subject Securities for newly issued shares of its common stock and cash in lieu of fractional shares. These exchange offers are intended to reduce indebtedness and lower interest expense.
For each $25 principal amount of Notes validly tendered and accepted in the Notes exchange offer, the holder will receive 5.7348 shares of the Company's common stock. As of today's date, $57.5 million aggregate principal amount of Notes is outstanding.
On January 15, 2013, the mandatory conversion date of the Notes, holders would receive up to a maximum of 5.4348 shares per Note, depending on the trading price of the Company's common stock at such time. Accordingly, the Notes exchange offer allows tendering holders to receive the maximum number of shares of common stock they could receive on the mandatory conversion date, plus an additional 0.30 shares of common stock.
For each Unit validly tendered and accepted in the Units exchange offer, the holder will receive 4.9029 shares of common stock. As of today's date, 3,000,000 Units are outstanding.
Each unit is comprised of (i) a prepaid stock purchase contract and (ii) a senior amortizing note due August 15, 2013. As of today's date, the amortizing notes have an aggregate principal balance of $8.9 million. At maturity, holders of the prepaid stock purchase contracts would automatically receive up to a maximum of 4.3029 shares per contract, depending on the trading price of the Company's common stock at such time. Accordingly, the Units exchange offer allows tendering holders to receive the maximum number of shares of common stock they could receive at maturity, plus an additional 0.60 shares of common stock.
