Bond Beazer Homes America Inc 5.875% ( US07556QBR56 ) in USD

Beazer Homes America Inc

100 % ▲

United States

US07556QBR56 ( in USD )

5.875% per year ( payment 2 times a year)

14/10/2027

Prospectus brochure of the bond Beazer Homes USA Inc US07556QBR56 en USD 5.875%, maturity 14/10/2027

2 000 USD

400 000 000 USD

07556QBR5

B- ( Highly speculative )

B3 ( Highly speculative )

15/10/2025 ( In 110 days )

Beazer Homes USA Inc. is a publicly traded homebuilder operating primarily in the Southeast, Southwest, and Western regions of the United States, offering a range of single-family homes targeting first-time and move-up buyers.

The Bond issued by Beazer Homes America Inc ( United States ) , in USD, with the ISIN code US07556QBR56, pays a coupon of 5.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/10/2027

The Bond issued by Beazer Homes America Inc ( United States ) , in USD, with the ISIN code US07556QBR56, was rated B3 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by Beazer Homes America Inc ( United States ) , in USD, with the ISIN code US07556QBR56, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Form 424(b)(3)
424B3 1 d521297d424b3.htm FORM 424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-222166
$400,000,000
Offer to Exchange
5.875% Senior Notes due 2027
and the guarantees thereof,
which have been registered under the Securities Act of 1933,
for any and all outstanding
5.875% Senior Notes due 2027,
and the guarantees thereof,
which have not been registered under the Securities Act of 1933, of
Beazer Homes USA, Inc.

· We will exchange all original notes that are validly tendered and not withdrawn before the end of the exchange offer for an equal

principal amount of new notes that we have registered under the Securities Act of 1933.

· This exchange offer expires at 12:01 a.m., New York City time, on February 23, 2018, unless extended.

· No public market exists for the original notes or the new notes. We do not intend to list the new notes on any securities exchange or to

seek approval for quotation through any automated quotation system.
See "Risk Factors" beginning on page 8 for a discussion of the risks that holders should consider prior to making a decision to
exchange original notes for new notes.

The notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior indebtedness. The notes will
be fully and unconditionally guaranteed jointly and severally on an unsecured senior basis by each of our existing and future material restricted
subsidiaries, subject to customary release provisions. The notes and the guarantees will be effectively junior to our secured obligations to the
extent of the value of the collateral securing those obligations. Upon the occurrence of certain specified changes of control, the holders of the notes
will have the right to require us to purchase all or a part of their notes at a repurchase price equal to 101% of the principal amount of the notes, plus
accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new notes. A broker-dealer who acquired original notes as a result of market-making or other
trading activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales of the new notes.
The date of this prospectus is January 25, 2018
Table of Contents
TABLE OF CONTENTS
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)

SUMMARY
1
RISK FACTORS
8
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
14
THE EXCHANGE OFFER
16
USE OF PROCEEDS
24
RATIO OF EARNINGS TO FIXED CHARGES
25
DESCRIPTION OF OTHER INDEBTEDNESS
26
DESCRIPTION OF THE NOTES
28
BOOK-ENTRY SETTLEMENT AND CLEARANCE
56
PLAN OF DISTRIBUTION
61
LEGAL MATTERS
62
EXPERTS
63
WHERE YOU CAN FIND MORE INFORMATION
64
INCORPORATION BY REFERENCE
65
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone else to
provide you with additional or different information. We are only offering these securities in states where the offer is permitted. You should not
assume that the information in this prospectus is accurate as of any date other than the dates on the front of this document.

This prospectus incorporates important business and financial information about the company that is not included in or delivered with this
document. For more information regarding the documents incorporated by reference into this prospectus, see "Incorporation by Reference" on
page 65. We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the information incorporated by reference in this prospectus, other than exhibits to
such information (unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates). Requests
for such copies should be directed to:
Beazer Homes USA, Inc.
Attn: Secretary
1000 Abernathy Road, Suite 260
Atlanta, Georgia 30328
Telephone: (770) 829-3700
In order to obtain timely delivery, security holders must request the information no later than five (5) business days before
February 23, 2018, the expiration date of the exchange offer.

i
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus. The following summary information is qualified in its entirety by the
information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider prior to
making a decision to exchange original notes for new notes. You should read the entire prospectus carefully, including the "Risk Factors"
section beginning on page 8 of this prospectus, and the additional documents to which we refer you. Unless the context requires otherwise, all
references to "we," "us," "our," "Beazer Homes" and the "Company" refer specifically to Beazer Homes USA, Inc. and its subsidiaries.
References to the "notes" are references to the outstanding 5.875% Senior Notes due 2027 and the exchange 5.875% Senior Notes due 2027
offered hereby, collectively. Definitions for certain other defined terms may be found under "Description of the Notes -- Certain Definitions"
appearing below.
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)
The Company
We are a geographically diversified homebuilder with active operations in 13 states within three geographic regions in the United States:
the West, East and Southeast. Our homes are designed to appeal to homeowners at different price points across various demographic
segments, and are generally offered for sale in advance of their construction. Our objective is to provide our customers with homes that
incorporate exceptional value and quality, at affordable prices, while seeking to maximize our return on invested capital over the course of a
housing cycle.
Our principal executive offices are located at 1000 Abernathy Road, Suite 260, Atlanta, Georgia 30328, telephone (770) 829-3700. We
also provide information about our active communities through our Internet website located at http://www.beazer.com. Except for materials
specifically incorporated by reference herein, information on our website is not a part of and shall not be deemed incorporated by reference in
this prospectus.

1
Table of Contents
The Exchange Offer

The Exchange Offer
We are offering to exchange up to $400,000,000 aggregate principal amount of our new
5.875% Senior Notes due 2027 (the "new notes") for up to $400,000,000 aggregate
principal amount of our original 5.875% Senior Notes due 2027 (the "original notes"),
which are currently outstanding. Original notes may only be exchanged in a minimum
principal amount of $2,000 and $1,000 principal increments above such minimum. In
order to be exchanged, an original note must be properly tendered and accepted. All
original notes that are validly tendered and not validly withdrawn prior to the expiration
of the exchange offer will be exchanged.

Resales Without Further Registration
Based on interpretations by the staff of the Securities and Exchange Commission (the
"SEC") in several no action letters issued to third parties, we believe that the new notes
issued pursuant to the exchange offer may be offered for resale, resold or otherwise
transferred by you without compliance with the registration and prospectus delivery
provisions of the Securities Act of 1933, as amended (the "Securities Act"), provided
that:

· you are acquiring the new notes issued in the exchange offer in the ordinary

course of your business;

· you have not engaged in, do not intend to engage in, and have no arrangement or
understanding with any person to participate in, the distribution of the new notes

issued to you in the exchange offer in violation of the provisions of the Securities
Act; and

· you are not our "affiliate," as defined under Rule 405 of the Securities Act.

Each broker-dealer that receives new notes for its own account in exchange for original
notes, where such original notes were acquired by such broker-dealer as a result of

market-making activities or other trading activities, must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes.

The letter of transmittal states that, by so acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)
connection with resales of new notes received in exchange for original notes where

such original notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. We have agreed to use our reasonable best efforts to
make this prospectus, as amended or supplemented, available to any broker-dealer for a
period of 210 days after the date of this prospectus for use in connection with any such
resale. See "Plan of Distribution."

2
Table of Contents
Expiration Date
12:01 a.m., New York City time, on February 23, 2018, unless we extend the exchange
offer.

Accrued Interest on the New Notes and
The new notes will bear interest from October 10, 2017 or the last interest payment date
Original Notes
on which interest was paid on the original notes surrendered in exchange therefor.
Holders of original notes that are accepted for exchange will be deemed to have waived
the right to receive any payment in respect of interest on such original notes accrued to
the date of issuance of the new notes.

Conditions to the Exchange Offer
The exchange offer is subject to certain customary conditions which we may waive. See
"The Exchange Offer -- Conditions."

Procedures for Tendering Original Notes
Each holder of original notes wishing to accept the exchange offer must complete, sign
and date the letter of transmittal, or a facsimile of the letter of transmittal; or if the
original notes are tendered in accordance with the book-entry procedures described in
this prospectus, the tendering holder must transmit an agent's message to the exchange
agent at the address listed in this prospectus. You must mail or otherwise deliver the
required documentation together with the original notes to the exchange agent.

Special Procedures for Beneficial Holders
If you beneficially own original notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and you wish to tender your original
notes in the exchange offer, you should contact such registered holder promptly and
instruct them to tender on your behalf. If you wish to tender on your own behalf, you
must either arrange to have your original notes registered in your name or obtain a
properly completed bond power from the registered holder. The transfer of registered
ownership may take considerable time.

Withdrawal Rights
You may withdraw your tender of original notes at any time prior to 12:01 a.m., New
York City time, on the date the exchange offer expires.

Failure to Exchange Will Affect You Adversely If you are eligible to participate in the exchange offer and you do not tender your
original notes, you will not have further exchange or registration rights and your
original notes will continue to be subject to restrictions on transfer under the Securities
Act. Accordingly, the liquidity of the original notes will be adversely affected.

Material U.S. Federal Income Tax Consequences
Your participation in the exchange offer will not be a taxable event for U.S. federal
income tax purposes. Accordingly, you will not recognize any taxable gain or loss as a
result of the exchange. See "Material U.S. Federal Income Tax Consequences of the
Exchange Offer."

Exchange Agent
U.S. Bank National Association is serving as exchange agent in connection with the
Exchange Offer. Deliveries by hand, registered, certified, first class or overnight mail
should be addressed to U.S. Bank National Association, 111 Fillmore Avenue, St. Paul,
MN 55107-1402, Attention: Specialized Finance Department, Reference: Beazer Homes
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)
USA, Inc.

3
Table of Contents
Exchange. For information with respect to the Exchange Offer, contact the Exchange

Agent at telephone number (800) 934-6802 or facsimile number (651) 466-7372.

Use of Proceeds
We will not receive any proceeds from the exchange offer. See "Use of Proceeds."

4
Table of Contents
Summary of Description of New Notes
The exchange offer constitutes an offer to exchange up to $400,000,000 aggregate principal amount of the new notes for up to an equal
aggregate principal amount of the original notes. The new notes will be obligations of Beazer Homes evidencing the same indebtedness as the
original notes, and will be entitled to the benefit of the same indenture. The form and terms of the new notes are substantially the same as the
form and terms of the original notes except that the new notes have been registered under the Securities Act. See "Description of the Notes."

Issuer
Beazer Homes USA, Inc.

Securities
$400.0 million aggregate principal amount of 5.875% Senior Notes due 2027.

Maturity
October 15, 2027.

Interest Payment Dates
April 15 and October 15, commencing on April 15, 2018. Interest will accrue from
October 10, 2017, or the date it was most recently paid on the original notes.

Guarantees
On the issue date of the new notes, all payments on the new notes, including principal
and interest, will be fully and unconditionally, jointly and severally guaranteed on a
senior basis by each of our existing and future material restricted subsidiaries, including
substantially all of our existing subsidiaries, subject to customary release provisions.

Ranking
The new notes and the guarantees will be our and the guarantors' senior unsecured
obligations. The indebtedness evidenced by the new notes and the guarantees will:

· rank senior in right of payment to any of our and the guarantors' existing and

future subordinated indebtedness;

· rank equally in right of payment with all of our and the guarantors' existing and

future senior indebtedness;

· be effectively subordinated in right of payment to our existing and future secured

indebtedness and the secured indebtedness of the guarantors, including our
revolving credit facility, to the extent of the value of the collateral; and

· be structurally subordinated to all existing and future indebtedness and other
liabilities of our non-guarantor subsidiaries (other than indebtedness and liabilities
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)

owed to us or one of our guarantor subsidiaries, subject to any senior claims of the
creditors of those non-guarantor subsidiaries).

As of September 30, 2017, we and the subsidiary guarantors had approximately
$1.3 billion of indebtedness outstanding, of which approximately $5.6 million was

secured indebtedness (including non-recourse indebtedness) and approximately
$61.9 million will be subordinate to the notes and the guarantees. In addition, as of

5
Table of Contents
September 30, 2017, our non-guarantor subsidiaries had outstanding indebtedness and

other liabilities (excluding intercompany obligations) of approximately $0.2 million.

Optional Redemption
Prior to October 15, 2022, we may redeem the notes, in whole or in part, at a price
equal to 100% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the redemption date, plus the make-whole premium described under
"Description of the Notes -- Optional Redemption."

Commencing October 15, 2022, we may redeem any of the notes at any time, in whole

or in part, at the redemption price described under "Description of the Notes -- Optional
Redemption," plus accrued and unpaid interest, if any, to the date of redemption.

In addition, on or prior to October 15, 2020, we may redeem up to 35% of the aggregate
principal amount of the notes issued under the indenture at a redemption price of

105.875% plus accrued and unpaid interest with the net proceeds of certain equity
offerings, provided at least 65% of the aggregate principal amount of the notes
originally issued remain outstanding immediately 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, we 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. See "Description of the
Notes -- Optional Redemption."

Change of Control
Upon a change of control, we will be required to make an offer to purchase each
holder's notes at a price of 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase. See "Description of the Notes --
Mandatory Offer to Purchase the Notes" and "Description of the Notes -- Certain
Covenants -- Change of Control."

Certain Covenants
The indenture governing the notes contains covenants that, among other things, limit
our ability and the ability of our restricted subsidiaries to:

· 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

https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)

· consolidate or merge.

6
Table of Contents
These limitations are subject to a number of important qualifications and exceptions. See

"Description of the Notes -- Certain Covenants."

Freely Transferable
The new notes will be freely transferable under the Securities Act by holders who are
not restricted holders. Restricted holders are restricted from transferring the new notes
without compliance with the registration and prospectus delivery requirements of the
Securities Act. The new notes will be identical in all material respects (including
interest rate, maturity and restrictive covenants) to the original notes, with the exception
that the new notes will be registered under the Securities Act. See "The Exchange Offer
-- Terms of the Exchange Offer."

Registration Rights
The holders of the original notes currently are entitled to certain registration rights
pursuant to the registration rights agreement entered into on the issue date of the original
notes by and among Beazer Homes, the subsidiary guarantors named therein and the
initial purchasers named therein, including the right to cause Beazer Homes to register
the original notes for resale under the Securities Act if the exchange offer is not
consummated prior to the exchange offer termination date. However, pursuant to the
registration rights agreement, such registration rights will expire upon consummation of
the exchange offer. Accordingly, holders of original notes who do not exchange their
original notes for new notes in the exchange offer will not be able to reoffer, resell or
otherwise dispose of their original notes unless such original notes are subsequently
registered under the Securities Act or unless an exemption from the registration
requirements of the Securities Act is available.

Absence of a Public Market
The new notes will be a new issue for which there will not initially be a market.
Accordingly, we cannot assure you as to the development or liquidity of any market for
the new notes.

Risk Factors
You should carefully consider the information under "Risk Factors" beginning on
page 8 of this prospectus and all other information included or incorporated by reference
in this prospectus prior to making a decision to exchange original notes for new notes.
For additional information regarding the notes, see the "Description of the Notes" section of this prospectus.

7
Table of Contents
RISK FACTORS
An investment in the new notes offered hereby involves a high degree of risk. You should carefully consider the following risk factors before you
decide whether to participate in the exchange offer. We urge you to carefully read this prospectus and the documents incorporated by reference
herein. You should review all of the risks attendant to being an investor in the new notes prior to making an investment decision. The following is
not intended as, and should not be construed as, an exhaustive list of relevant risk factors. There may be other risks that a prospective investor
should consider that are relevant to its own particular circumstances or generally. You should also consider the risks, uncertainties and
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)
assumptions discussed under the caption "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended September 30,
2017, which is incorporated by reference in this prospectus, as updated by our subsequent filings under the Exchange Act.
Risks Related to the Notes and the Exchange Offer
Certain of our existing debt instruments, including the indenture governing the notes, impose significant restrictions and obligations on us
that could adversely affect our liquidity, limit our growth and make it more difficult for us to satisfy our debt obligations.
Certain of our secured and unsecured indebtedness and revolving credit and letter of credit facilities, including the indenture governing
the notes, impose certain restrictions and obligations on us. Under certain of these instruments, we must comply with defined covenants which limit
our ability to, among other things, incur additional indebtedness, engage in certain asset sales, make certain types of restricted payments, engage in
transactions with affiliates and create liens on our assets. Failure to comply with certain of these covenants could result in an event of default under
the applicable instrument. Any such event of default could negatively impact other covenants or lead to cross-defaults under certain of our other
debt. There can be no assurance that we will be able to obtain any waivers or amendments that may become necessary in the event of a future
default situation without significant additional cost or at all.
As of September 30, 2017, we had total outstanding indebtedness of approximately $1.3 billion, net of premium of approximately
$3.4 million and debt issuance costs of approximately $14.8 million. Our substantial indebtedness could have important consequences to us and the
holders of our securities, including, among other things:

·
causing us to be unable to satisfy our obligations under our debt agreements;

·
making us more vulnerable to adverse general economic and industry conditions;

·
making it difficult to fund future working capital, land purchases, acquisitions, share repurchases, general corporate purposes or

other purposes; and

·
causing us to be limited in our flexibility in planning for, or reacting to, changes in our business.
In addition, subject to restrictions in our existing debt instruments, including the indenture governing the notes, we may incur additional
indebtedness. If new debt is added to our current debt levels, the related risks that we now face could intensify. Our growth plans and our ability to
make payments of principal or interest on, or to refinance, our indebtedness, will depend on our future operating performance and our ability to
enter into additional debt and/or equity financings. If we are unable to generate sufficient cash flows in the future to service our debt, we may be
required to refinance all or a portion of our existing debt, to sell assets or to obtain additional financing. We may not be able to do any of the
foregoing on terms acceptable to us, if at all.
Despite our substantial indebtedness, we may still be able to incur significantly more debt. This could intensify the risks described herein.
We and our subsidiaries may be able to incur substantial indebtedness in the future. Although the terms of certain of the agreements
governing our indebtedness contain restrictions on our ability to incur additional

8
Table of Contents
indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance
with these restrictions could be substantial. If new debt is added to our current debt levels, the related risks that we now face could intensify.
We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our
obligations under our indebtedness that may not be successful.
Our ability to satisfy our debt obligations will depend upon, among other things, our future financial and operating performance, which
will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control. In
addition, as of September 30, 2017, approximately $871.2 million of our existing senior notes (excluding $225 million of our 5.750% Senior Notes
due 2019 (the "2019 Notes") and $175 million of our 7.250% Senior Notes due 2023 (the "2023 Notes"), which we repaid in connection with the
offering of the original notes) had a maturity date (or put right) earlier than the maturity date of the notes offered hereby, and we will be required to
repay or refinance such indebtedness prior to when the notes offered hereby come due.
We cannot assure you that our business will generate cash flow from operations in an amount sufficient to fund our liquidity needs. If
our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell
assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)
and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition
of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to
comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt
agreements may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face
substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We
may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such
dispositions may not be adequate to meet our debt service obligations then due.
Repayment of our debt, including required principal and interest payments on the notes, is dependent in part on cash flow generated by
our subsidiaries.
Our subsidiaries own a significant portion of our assets and conduct a significant portion of our operations. Accordingly, repayment of
our indebtedness, including the notes, is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and their ability to
make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or may not be permitted to, make
distributions to enable us to make payments in respect of our indebtedness, including the notes. Each subsidiary is a distinct legal entity with no
obligation to provide us with funds for our repayment obligations, and, under certain circumstances, legal and contractual restrictions may limit our
ability to obtain cash from our subsidiaries. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual
restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and
exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest
payments on our indebtedness, including the notes.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.
Any default under the agreements governing our indebtedness that is not waived by the required lenders, and the remedies sought by the
holders of such indebtedness, could leave us unable to pay principal, premium, if any, or interest on the notes and could substantially decrease the
market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, or interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including
financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements
governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder
to be due and payable, together with accrued and unpaid interest, the lenders under our revolving credit facility could elect to terminate their
commitments, cease making further letters of credit or loans available and institute foreclosure proceedings against our assets, and we could be
forced into bankruptcy or liquidation.

9
Table of Contents
If our operating performance declines, we may in the future need to seek waivers from the required lenders under our revolving credit
facility to avoid being in default. If we breach our covenants under our revolving credit facility and seek a waiver, we may not be able to obtain a
waiver from the required lenders. If this occurs, we would be in default under our revolving credit facility, the lenders could exercise their rights as
described above, and we could be forced into bankruptcy or liquidation.
The notes are structurally subordinated to all liabilities of our subsidiaries that are not guarantors.
The notes are structurally subordinated to indebtedness and other liabilities of our non-guarantor subsidiaries and joint ventures, and
the claims of creditors of these subsidiaries and joint ventures, including trade creditors, have priority as to the assets of these subsidiaries and joint
ventures. In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any non-guarantor subsidiaries and joint ventures, these
entities will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of
their assets to us. As of September 30, 2017, our non-guarantor subsidiaries had liabilities (excluding intercompany liabilities) of $0.2 million. In
addition, the indenture governing the notes permits, subject to certain limitations, these subsidiaries and joint ventures to incur additional
indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these entities.
See note 19 to the condensed consolidated financial statements for the year ended September 30, 2017, incorporated by reference in this
prospectus, for financial information regarding our non-guarantor subsidiaries.
Our revolving credit facility and indentures governing our currently outstanding notes contain significant operating and financial
restrictions which may limit our and our subsidiary guarantors' ability to operate our and their businesses.
Our revolving credit facility and the indentures governing our currently outstanding notes contain significant operating and financial
restrictions on us and our subsidiaries. These restrictions limit our and our subsidiaries' ability to, among other things (not all restrictions are
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Form 424(b)(3)
included in each indenture, including the indenture governing the notes):

·
incur additional indebtedness or issue certain preferred shares;

·
create liens on certain assets to secure debt;

·
pay dividends or make other equity distributions;

·
purchase or redeem capital stock;

·
make certain investments; and

·
consolidate or merge
These restrictions could limit our and our subsidiaries' ability to finance our and their future operations or capital needs, make
acquisitions or pursue available business opportunities. In addition, our revolving credit facility requires us to maintain specified financial ratios
and to satisfy certain financial covenants. We may be required to take action to reduce our debt or act in a manner contrary to our business
objectives to meet these ratios and satisfy these covenants. Events beyond our control, including changes in economic and business conditions in
the markets in which we operate, may affect our ability to do so. We may not be able to meet these ratios or satisfy these covenants and we cannot
assure you that the lender under our revolving credit facility will waive any failure to do so. A breach of any of the covenants in, or our inability to
maintain the required financial ratios under, our debt could result in a default under such debt, which could lead to that debt becoming immediately
due and payable and, if such debt is secured, foreclosure on our assets that secure that obligation. A default under a debt instrument could, in turn,
result in default under other obligations and result in other creditors accelerating the payment of other obligations and foreclosing on assets
securing such debt, if any. Any such defaults could materially impair our financial conditions and liquidity.

10
Table of Contents
The notes and the guarantees are not secured by any of our assets and therefore are effectively subordinated to our existing and future
secured indebtedness.
The notes and any guarantees thereof are general unsecured obligations ranking effectively junior in right of payment to our and the
guarantors' existing and future secured indebtedness to the extent of the collateral securing such indebtedness. As of September 30, 2017, we and
the guarantors had approximately $5.6 million of secured indebtedness (including non-recourse indebtedness). The indenture governing the notes
permits the incurrence of additional indebtedness, some of which may be secured. See "Description of the Notes." In the event that we or a
guarantor are declared bankrupt, become insolvent or are liquidated or reorganized, creditors whose indebtedness is secured by our assets or assets
of the applicable guarantor will be entitled to the remedies available to secured holders under applicable laws, including the foreclosure of the
collateral securing such indebtedness, before any payment may be made with respect to the notes or the affected guarantees. As a result, there may
be insufficient assets to pay amounts due on the notes and holders of the notes may receive less, ratably, than holders of secured indebtedness.
Federal and state statutes allow courts, under specific circumstances, to void a guarantor's guarantee and require note holders to return
payments received in respect thereof.
If any guarantor becomes a debtor in a case under the U.S. Bankruptcy Code or encounters other financial difficulty, under federal or
state fraudulent transfer law, a court may void, subordinate or otherwise decline to enforce such guarantor's guarantee. A court might do so if it
found that when such guarantor issued the guarantee, or in some states when payments became due under the guarantee, the guarantors received
less than reasonably equivalent value or fair consideration and:

·
was insolvent or rendered insolvent by reason of such incurrence;

·
was left with inadequate capital to conduct its business; or

·
believed or reasonably should have believed that it would incur debts beyond its ability to pay.
The court might also void a guarantee, without regard to the above factors, if the court found that the applicable guarantor made its
guarantee with actual intent to hinder, delay or defraud its creditors.
A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee, if such
guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void the issuance of the notes or any
guarantee, you may no longer have any claim directly against the applicable guarantor. Sufficient funds to repay the notes may not be available
from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received
https://www.sec.gov/Archives/edgar/data/915840/000119312518019957/d521297d424b3.htm[1/26/2018 1:39:56 PM]

Document Outline

#1">
- #1">