Beazer Homes (NYSE: BZH) issues $400M 8.000% 2032 notes to refinance 2027 debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Beazer Homes USA, Inc. completed a private offering of $400 million aggregate principal amount of 8.000% Senior Unsecured Notes due 2032. The company plans to use the net proceeds to redeem its $357.3 million outstanding 5.875% Senior Notes due 2027 and pay related fees, with any remaining funds for general corporate purposes.
The new notes pay cash interest semi-annually on January 15 and July 15, beginning January 15, 2027, and mature on January 15, 2032. They are senior unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries, and issued under an Indenture that includes typical covenants limiting additional debt, liens, dividends, and certain transactions. The Indenture provides change-of-control repurchase rights at 101% of principal and various redemption options, including an equity-funded redemption up to 35% of the notes at 108.000% of principal before July 15, 2028.
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Insights
Beazer refinances 2027 notes with longer-dated 2032 debt.
Beazer Homes issued $400 million of 8.000% Senior Unsecured Notes due 2032 and intends to redeem $357.3 million of 5.875% Senior Notes due 2027. This extends the company’s debt maturity profile while increasing the stated coupon on the refinanced portion.
The new notes are senior unsecured and fully guaranteed by certain subsidiaries, with covenants that limit additional indebtedness, liens, dividends, and some transactions. The Indenture also requires a repurchase offer at 101% of principal upon a defined change of control, which can influence future strategic flexibility.
Redemption features include a make-whole call before July 15, 2028, an equity-funded redemption of up to 35% of the notes at 108.000% before that date, and par calls thereafter. The actual long-term impact depends on execution of the planned redemption of the 2027 notes and future capital allocation decisions disclosed in subsequent filings.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes principal: $400 million
New notes coupon: 8.000%
Redeemed notes principal: $357.3 million
+5 more
8 metrics
New notes principal
$400 million
8.000% Senior Unsecured Notes due 2032
New notes coupon
8.000%
Senior Unsecured Notes due 2032
Redeemed notes principal
$357.3 million
5.875% Senior Notes due 2027 outstanding
Redeemed notes coupon
5.875%
Senior Notes due 2027
Change-of-control repurchase price
101%
Principal amount plus accrued and unpaid interest
Equity-funded call premium
108.000%
Up to 35% of notes before July 15, 2028
Original 2027 maturity
October 15, 2027
5.875% Senior Notes due 2027
New notes maturity
January 15, 2032
8.000% Senior Unsecured Notes
Key Terms
Indenture, change of control, make whole premium, Rule 144A, +2 more
6 terms
Indenture financial
"The Notes were issued under an Indenture, dated June 23, 2026"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
change of control financial
"Upon a change of control (as defined in the Indenture), the Indenture requires"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Rule 144A regulatory
"offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Senior Unsecured Notes financial
"8.000% Senior Unsecured Notes due 2032 (the “Notes”)"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported event): June 23, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
(770 ) 829-3700
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. | ||||
On June 23, 2026 , Beazer Homes USA, Inc. (the “Company”) issued and sold $400 million aggregate principal amount of its 8.000% Senior Notes due 2032 (the “Notes”) through a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes were initially sold pursuant to a purchase agreement, dated June 15, 2026, among the Company, the wholly-owned subsidiaries named as guarantors therein (the “Guarantors”) and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”). The Company will use net proceeds from the offering to fund the redemption of the $357.3 million aggregate principal amount of its outstanding 5.875% Senior Notes due 2027 (the “2027 Notes”), including fees and expenses related to the redemption of the 2027 Notes.
Interest on the Notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing January 15, 2027. The Notes will mature on January 15, 2032.
The Notes were issued under an Indenture, dated June 23, 2026 (the “Indenture”), among the Company, the Guarantors and Regions Bank, as trustee (the “Trustee”). The Indenture contains covenants which, subject to certain exceptions, limit the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on assets to secure indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments and consolidate or merge. The Indenture contains customary events of default. Upon the occurrence of an event of default, payments on the Notes may be accelerated and become immediately due and payable.
Upon a change of control (as defined in the Indenture), the Indenture requires the Company to make an offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest.
The Company may redeem the Notes at any time prior to July 15, 2028, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make whole premium equal to the Treasury Rate (as defined in the Indenture) plus 0.50% per annum, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, at any time on or prior to July 15, 2028, the Company may redeem up to 35% of the aggregate principal amount of Notes with the proceeds of certain equity offerings at a redemption price equal to 108.000% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption; provided, that at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture remain outstanding after such redemption. Furthermore, at any time prior to the maturity of the Notes, if at least 90% of the principal amount of the Notes have previously been repurchased and cancelled in connection with a change of control offer (as defined in the Indenture) the Company may redeem all of the remaining Notes at a redemption price equal to 101% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date. On or after July 15, 2028, the Company may redeem some or all of the Notes at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The Notes rank equally in right of payment with all of the Company’s existing and future senior unsecured obligations, senior to all of the Company’s existing and future subordinated indebtedness and effectively subordinated to any future secured indebtedness of the Company. The Notes are fully and unconditionally guaranteed jointly and severally on an unsecured senior basis by the Guarantors. The guarantees will rank equally in right of payment with all existing and future senior unsecured indebtedness of such Guarantors and will rank senior in right of payment to all of the Company’s existing and future subordinated indebtedness of such Guarantors. The Notes and related guarantees are structurally subordinated to all indebtedness and other liabilities of all of the Company’s subsidiaries that do not guarantee the Notes.
The foregoing descriptions of the Indenture and the Notes are qualified in their entirety to the Indenture and the forms of the Notes filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated in this Item 1.01 by reference.
The Initial Purchasers or their affiliates have performed commercial banking, investment banking and advisory services for the Company from time to time for which they have received customary fees and reimbursement of expenses.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events. | ||||
Redemption Notice
On June 15, 2026, the Company issued a notice of redemption to redeem the $357.3 million aggregate principal amount of 2027 Notes that remained outstanding. The redemption is being made pursuant to the terms of the indenture governing the terms of the 2027 Notes, at a redemption price of 100% of par plus accrued interest to the date of redemption.
Press Release
On June 23, 2026, the Company issued a press release announcing the completion of the notes offering. A copy of this release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
4.1 | Indenture, dated as of June 23, 2026, among the Company, the Guarantors and Regions Bank, as trustee. | ||||
4.2 | Form of 8.000% Senior Note due 2032 (included in Exhibit 4.1). | ||||
99.1 | Press Release dated June 23, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEAZER HOMES USA, Inc. | |||||||||||||||||||||||
Date: | By: | /s/ David I. Goldberg | |||||||||||||||||||||
| David I. Goldberg Senior Vice President, Chief Financial Officer and Treasurer | |||||||||||||||||||||||
Exhibit 99.1
Beazer Homes Announces Closing of Offering of $400 Million
Senior Unsecured Notes due 2032
June 23, 2026
ATLANTA — (BUSINESS WIRE) — June 23, 2026 — Beazer Homes USA, Inc. (NYSE: BZH) (the “Company”) announced today the completion of its previously-announced offering of $400 million aggregate principal amount of 8.000% Senior Unsecured Notes due 2032 (the “Notes”). The Notes were offered in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The net proceeds of the offering will be used to finance the redemption of the Company’s 5.875% Senior Notes due 2027 (the “2027 Notes”), of which $357.3 million in aggregate principal amount is currently outstanding and which mature on October 15, 2027, with any remaining proceeds to be used for general corporate purposes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The offer and sale of the Notes will not be registered under the Securities Act or applicable state securities laws, and the Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. Unless so registered, the Notes cannot be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
Forward-Looking Statements
Statements contained in this release that state the Company’s or management’s intentions, expectations or predictions of the future are forward-looking statements. Specifically, the Company cannot assure you that the redemption of the 2027 Notes described above will be consummated on the terms currently contemplated, if at all. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company disclaims any intention or obligation to revise any forward-looking statements whether as a result of new information, future events or otherwise.
About Beazer Homes
Beazer Homes (NYSE: BZH), headquartered in Atlanta, Georgia, is a leading national homebuilder in energy-efficient construction. Building on a legacy spanning nine generations, Beazer crafts homes that deliver savings and lasting value. Our trusted team of experts guide homebuyers through the building and purchasing process to deliver an industry-leading customer experience. With curated design options, buyers can personalize their homes with confidence. Beazer's exclusive Mortgage Choice program provides access to competitive loan offers from multiple lenders, helping homebuyers choose the best financing for their individual needs. We build our homes in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, North Carolina, South Carolina, Tennessee, Texas, and Virginia. For more information, visit beazer.com, or check out Beazer on Facebook, Instagram and Twitter.
Beazer Homes USA, Inc.
Mark Chekanow, CFA
Vice President, Investor Relations
917.365.0085
investor.relations@beazer.com
Source: Beazer Homes USA, Inc.
FAQ
What debt transaction did Beazer Homes (BZH) complete in this 8-K?
Beazer Homes completed a private offering of $400 million in 8.000% Senior Unsecured Notes due 2032. The notes were sold to qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S exemptions from Securities Act registration.
How will Beazer Homes (BZH) use the $400 million notes proceeds?
Beazer plans to use the net proceeds to redeem $357.3 million of its 5.875% Senior Notes due 2027 and pay related fees and expenses. Any remaining funds will be used for general corporate purposes, according to the disclosure.
What are the key terms of Beazer’s new 8.000% Senior Notes due 2032?
The new notes bear interest at 8.000%, payable semi-annually on January 15 and July 15, starting January 15, 2027. They mature on January 15, 2032, are senior unsecured obligations, and are fully and unconditionally guaranteed by specified subsidiaries.
What redemption and change-of-control protections apply to Beazer’s 2032 notes?
Upon a defined change of control, Beazer must offer to repurchase the notes at 101% of principal plus accrued interest. The company also has various call options, including equity-funded redemptions up to 35% at 108.000% before July 15, 2028.
How do the covenants in Beazer Homes’ new Indenture affect the company?
The Indenture includes covenants limiting the ability to incur additional debt, create liens, pay dividends, repurchase stock, make certain investments, and consolidate or merge. These restrictions are subject to specified exceptions and are typical for high-yield senior notes.
Are Beazer’s new 2032 notes registered with the SEC or publicly tradable?
The notes were issued in a private offering exempt from SEC registration. They were sold only to qualified institutional buyers and certain non-U.S. persons, and cannot be offered or sold in the United States absent registration or an applicable exemption.