BEAZER HOMES USA, INC. (NYSE:BZH) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On March14, 2017, Beazer Homes USA, Inc. (the Company) issued and
sold $250 million aggregate principal amount of its 6.750% Senior
Notes due 2025 (the Notes) through a private placement to
qualified institutional buyers to Rule 144A under the Securities
Act of 1933, as amended (the Securities Act), and outside the
United States to Regulation S under the Securities Act. The Notes
were initially sold to a purchase agreement, dated March7, 2017,
among the Company, the wholly-owned subsidiaries named as
guarantors therein (the Guarantors) and Credit Suisse Securities
(USA) LLC, as representative of the initial purchasers named
therein (the Initial Purchasers). The proceeds from the offering
were used to fund the repayment of all of its outstanding 7.500%
Senior Notes due 2021 (the 2021 Notes) and the remaining $55
million aggregate principal amount outstanding under its Credit
Agreement, dated March11, 2016, by and between Beazer Homes USA,
Inc. and Wilmington Trust (the Secured Term Loan).

Interest on the Notes is payable semi-annually in cash in arrears
on March15 and September15 of each year, commencing September15,
2017. The Notes will mature on March15, 2025.

The Notes were issued under an Indenture, dated March14, 2017
(the Indenture), among the Company, the Guarantors and U.S. Bank
National Association, as 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 March15,
2020, in whole or in part, at a redemption price equal to 50% of
the principal amount, plus a customary make-whole premium, plus
accrued and unpaid interest to, but excluding, the redemption
date. In addition, at any time on or prior to March15, 2020, 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 106.750% 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 March15, 2023, the Company may redeem some or all of the
Notes at 50% 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
Companys existing and future senior unsecured obligations, senior
to all of the Companys existing and future subordinated
indebtedness and effectively subordinated to the Companys
existing and future secured indebtedness, including indebtedness
under the Companys revolving credit facility, to the extent of
the value of the assets securing such indebtedness. The Notes and
related guarantees are structurally subordinated to all
indebtedness and other liabilities of all of the Companys
subsidiaries that do not guarantee the Notes. The Notes are fully
and unconditionally guaranteed jointly and severally on a senior
basis by the Guarantors.

In connection with the issuance of the Notes, the Company and the
Guarantors entered into a Registration Rights Agreement, dated as
of March14, 2017 (the Registration Rights Agreement), with the
representative of the Initial Purchasers. The Registration Rights
Agreement requires the Company to register under the Securities
Act the issuance, in exchange for the privately-placed Notes, of
6.750% Senior Notes due 2025 (the Exchange Notes) having
substantially identical terms to the Notes and to complete the
exchange or, if the exchange cannot be effected, to file and keep
effective a shelf registration statement for resale of the
privately-placed Notes. Failure of the Company to comply with the
registration and exchange requirements in the Registration Rights
Agreement within the specified time period would require the
Company to pay as liquidated damages additional interest on the
privately-placed Notes until the failure to comply is cured.

The foregoing descriptions of the Indenture, the Notes and the
Registration Rights Agreement are qualified in their entirety to
the forms of the Notes, the Indenture and the Registration Rights
Agreement filed herewith as Exhibits 4.1, 4.2 and 4.3,
respectively, and incorporated in this Item1.01 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.

On March14, 2017, the Company irrevocably deposited with U.S.
Bank National Association, trustee for the 2021 Notes, sufficient
funds to fund the redemption of the 2021 Notes remaining
outstanding. As a result, the Company and the guarantors under
the 2021 Notes have been released from their respective
obligations under the 2021 Notes and the indenture governing the
2021 Notes to the satisfaction and discharge provisions
thereunder.

On March14, 2017, the Company repaid the entire $55 million
aggregate principal amount outstanding under its Secured Term
Loan. As a result, the Company and the guarantors under the
Secured Term Loan have been released from their respective
obligations under the Secured Term Loan and all liens granted in
connection therewith.

The information set forth above under Item1.01 is hereby
incorporated by reference into this Item2.03.

On March14, 2017, the Company issued a press release announcing
the completion of the refinancing transaction. A copy of this
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.

About BEAZER HOMES USA, INC. (NYSE:BZH)

Beazer Homes USA, Inc. is a geographically diversified homebuilder. As of September 30, 2016, the Company had operations in 13 states within over three geographic regions in the United States. The Company’s segments include West, East and Southeast. The Company markets and sells its products through its Website, www.beazer.com; mobile site, m.beazer.com; real estate listing sites, online advertising, including search engine marketing and display advertising, social media, video, brochures, direct marketing and out-of-home advertising, including billboards and signage, as well as other activities. It offers lender choice and personalization. The Company’s Choice Plans allows buyers to choose living areas, such as the kitchen and master bathroom. Its West segment includes Arizona, California, Nevada and Texas. Its East segment includes Indiana, Maryland/Delaware, Tennessee and Virginia. Its Southeast segment includes Florida, Georgia, North Carolina and South Carolina.

BEAZER HOMES USA, INC. (NYSE:BZH) Recent Trading Information

BEAZER HOMES USA, INC. (NYSE:BZH) closed its last trading session up +0.02 at 11.87 with 405,313 shares trading hands.