23.10.2007 19:25:00
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Beazer Extends and Amends Consent Solicitation from Holders of Senior Notes and Senior Convertible Notes
Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com)
announced today that it has extended until 5:00 p.m. New York City time,
on October 26, 2007 (the "Consent Date”)
the previously announced solicitation of consents from the Holders of
its $1.525 billion of outstanding Senior Notes and Senior Convertible
Notes (the "Notes”)
to approve proposed amendments and a proposed waiver pursuant to the
indentures under which the Notes were issued (the "Indentures”).
Beazer has changed the Proposed Amendments to the Indentures by
withdrawing the previously proposed amendments and proposing the
following:
1. an amendment to the definition of Permitted Liens that would restrict
the ability of the Company to secure additional debt in excess of
$700,000,000 until the Company has four consecutive fiscal quarters with
a Consolidated Fixed Charge Coverage Ratio of at least 2.0 to 1.0, after
which time the limit will revert to the existing level of 40% of
Consolidated Tangible Assets; and
2. an amendment to the definition of Permitted Investments that would
enable the Company to invest up to $50,000,000 in joint ventures or
unrestricted subsidiaries.
No other amendments to the Indentures will be made.
Beazer is also seeking the previously announced Proposed Waiver of any
and all defaults under the Indentures that may have occurred or may
occur on or prior to May 15, 2008 due to Beazer’s
failure to file or deliver reports or other information it would be
required to file with the Securities and Exchange Commission.
As previously announced, the Company does not believe that it is in
default under the Indentures governing the Notes. The Indentures do not
contain an express financial reporting covenant requiring that Beazer
file periodic reports with the SEC or deliver to the trustee copies of
Beazer’s SEC reports within any prescribed
time period. Therefore, the Company believes that the notices of default
under the Indentures previously delivered by the trustee under the
Indentures are invalid and without merit.
The Company has also increased the consent fee. Subject to the terms of
the Consent Solicitation, for each $1,000 principal amount of Notes, the
Consent Fee is the product of $12.50 multiplied by a fraction, the
numerator of which is the aggregate principal amount of the relevant
series of Notes outstanding on the Consent Date, and the denominator of
which is the aggregate principal amount of the relevant series of Notes
as to which the Company has received and accepted consents prior to the
Consent Date, subject to a cap equal to the maximum Consent Fee that
would not cause a "significant modification”
of the Notes for U.S. federal income tax purposes, as determined in the
good faith discretion of Beazer. Holders as of the record date, October
5, 2007, are eligible to receive the consent fee for Notes they held as
of that date.
These amended terms of the consent solicitation are more fully described
in the Supplement to the Consent Solicitation Statement dated October
23, 2007. Except as described above, all terms and conditions of the
consent solicitation remain unchanged and in full force and effect.
Holders of the Notes who have already properly delivered their consents
with respect to any series of Notes do not need to deliver new consents.
Consents (whether previously or hereafter delivered) may only be revoked
in the manner described in the Consent Solicitation Statement.
Beazer has retained MacKenzie Partners, Inc. to serve as Information
Agent and Tabulation Agent for the consent solicitation. Requests for
documents should be directed to MacKenzie Partners, Inc. at (800)
322-2885 or (212) 929-5500. Beazer has also retained Citi, Wachovia
Securities and RBS Greenwich Capital as solicitation agents for the
consent solicitation. Questions concerning the terms of the consent
solicitation should be directed to Citi at (800) 558-3745 or (212)
723-6106; to Wachovia Securities at (866) 309-6316 or (704) 715-8341; or
to RBS Greenwich Capital at (877) 297-9832 or (203) 618-6145.
This announcement is not an offer to purchase or sell, a solicitation of
an offer to purchase or sell, or a solicitation of consents with respect
to any securities. The solicitation is being made solely pursuant to
Beazer’s Consent Solicitation Statement dated
October 15, 2007, as supplemental by the Supplement to the Consent
Solicitation dated October 23, 2007 and the accompanying Amended Letter
of Consent. Notwithstanding Beazer’s
intention to seek waivers, no assurance can be given that an event of
default under the Indentures will not occur in the future.
About Beazer Homes USA, Inc.
Beazer Homes USA, Inc., headquartered in Atlanta, is one of the country’s
ten largest single-family homebuilders with operations in Arizona,
California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky,
Maryland, Nevada, New Jersey, New Mexico, New York, North Carolina,
Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West
Virginia and also provides mortgage origination and title services to
its homebuyers. Beazer, a Fortune 500 Company, is listed on the New York
Stock Exchange under the ticker symbol "BZH.” Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements represent our expectations or beliefs
concerning future events, and it is possible that the results described
in this press release will not be achieved. These forward-looking
statements can generally be identified by the use of statements that
include words such as "estimate,” "project,” "believe,” "expect,” "anticipate,” "intend,” "plan,” "foresee,” "likely,” "will,” "goal,” "target” or other
similar words or phrases. These forward-looking statements are subject
to risks, uncertainties and other factors, many of which are outside of
our control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements, including,
among other things, (i) the risk that additional information may arise
from the final conclusions of the Audit Committee’s
investigation, the preparation of the Company’s
restated financial statements, including the audit by our independent
auditors, or other subsequent events that would require us to make
additional adjustments; (ii) the risk that additional issues or matters
may arise from the pending United States Attorney and the SEC
investigations, or that additional governmental proceedings may arise as
a result of the matters subject to the Audit Committee’s
investigation or additional issues or matters, and the timing, final
outcome and consequences of these proceedings, including the risk that a
settlement of these proceedings may not be achievable without the
payment of significant fines or penalties or the incurrence of
significant sanctions; (iii) the timing, final outcome and consequences
of the putative class action lawsuits, derivative claims and similar
proceedings, including the risk that additional lawsuits, claims or
proceedings may arise as a result of the matters subject to the Audit
Committee’s investigation and that the
Company could be subject to significant legal judgments, fines,
penalties, settlements or sanctions resulting therefrom; (iv) the
timing, final outcome and consequences of the pending actions by the
Company against the trustees under the Indentures governing the Senior
Notes, including the risk that the Court determines that as a result of
the Company’s failure to timely file its
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2007, a default exists under the indentures governing the Company’s
outstanding debt securities allowing the trustees or the requisite
bondholders to accelerate the repayment of such debt securities and the
lenders under the revolving credit facility and the secured credit
facilities to accelerate the repayment of all amounts outstanding
thereunder; (v) any adverse effect on the Company’s
business and the market price of its securities arising from the
continuing negative publicity related to the restatement; (vi) any
breach by the Company of the continued listing requirements of the New
York Stock Exchange causing the New York Stock Exchange to initiate
suspension or delisting procedures; and (vii) the risk that the Company’s
credit ratings may be adversely affected due to the restatement of the
Company’s financial statements.
Any forward-looking statement speaks only as of the date on which such
statement is made, and, except as required by law, we do not undertake
any obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. New
factors emerge from time to time and it is not possible for management
to predict all such factors.
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