Beazer Homes USA, Inc. (BZH) announced that it has commenced separate exchange offers for its 7.50% Mandatory Convertible Subordinated Notes due 2013 and its 7.25% Tangible Equity Units.
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, the company said.
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 million 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.
The exchange offers are scheduled to expire on March 12, 2012, unless either is extended or terminated by the Company in its sole discretion. The company said that it expects the settlement date to be promptly following the expiration date and is anticipated to be on March 14, 2012.
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