Obligation Beazer Homes America Inc 9.125% ( US07556QAY17 ) en USD

Beazer Homes America Inc

100 % ⇌

Etas-Unis

US07556QAY17 ( en USD )

9.125% par an ( paiement semestriel )

14/05/2019 - Obligation échue

Prospectus brochure de l'obligation Beazer Homes USA Inc US07556QAY17 en USD 9.125%, échue

1 000 USD

250 000 000 USD

07556QAY1

B- ( Très spéculatif )

B3 ( Très spéculatif )

Beazer Homes USA Inc. est un constructeur de maisons aux États-Unis, proposant des maisons neuves dans plusieurs États, axé sur des communautés planifiées et offrant une variété de styles et de gammes de prix.

L'Obligation émise par Beazer Homes America Inc ( Etas-Unis ) , en USD, avec le code ISIN US07556QAY17, paye un coupon de 9.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2019

L'Obligation émise par Beazer Homes America Inc ( Etas-Unis ) , en USD, avec le code ISIN US07556QAY17, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Beazer Homes America Inc ( Etas-Unis ) , en USD, avec le code ISIN US07556QAY17, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-172482
Offer to Exchange
9.125% Senior Notes due 2019,
which have been registered under the Securities Act of 1933,
for any and all outstanding
9.125% Senior Notes due 2019,
which have not been registered under the Securities Act of 1933,
of

· We will exchange all original notes that are validly tendered and not withdrawn before the end of the exchange offer for an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 July 19, 2011, 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 10 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 senior unsecured obligations and will rank equally in right of payment with all of our existing and future
senior obligations, senior to all of our existing and future subordinated indebtedness and effectively subordinated to our existing and
future secured indebtedness to the extent of the value of the assets securing such indebtedness. The notes and related guarantees will
be structurally subordinated to all indebtedness and other liabilities of all of our subsidiaries that do not guarantee the notes. The
notes will be fully and unconditionally guaranteed on a senior unsecured basis by each of our subsidiaries that guarantee the revolving
credit facility (as defined herein) and our other outstanding senior notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. 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 June 20, 2011.
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TABLE OF CONTENTS

Page
PROSPECTUS SUMMARY

1

RISK FACTORS

10
FORWARD-LOOKING STATEMENTS

22
THE EXCHANGE OFFER

24
USE OF PROCEEDS

33
CAPITALIZATION

34
DESCRIPTION OF OTHER INDEBTEDNESS

35
DESCRIPTION OF THE NOTES

38
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

64
PLAN OF DISTRIBUTION

69
LEGAL MATTERS

69
EXPERTS

70
WHERE YOU CAN FIND MORE INFORMATION

70
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

71
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 "Where You
Can Find More Information" beginning on page 70. 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 1200
Atlanta, Georgia 30328
Telephone: (770) 829-3700
In order to obtain timely delivery, security holders must request the information no later than five business days
before July 19, 2011, the expiration date of the exchange offer.

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PROSPECTUS 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 10 of this prospectus, and the additional
documents to which we refer you. You can find information with respect to these additional documents under the caption
"Where You Can Find More Information" beginning on page 70. Unless the context requires otherwise, all references to
"we," "us," "our" and "Beazer Homes" refer specifically to Beazer Homes USA, Inc. and its subsidiaries. In this section,
references to the "Notes" are references to the outstanding 9.125% Senior Notes due 2019 and the exchange 9.125% Senior
Notes due 2019 offered hereby, collectively. Definitions for certain other defined terms may be found under "Description of
the Notes -- Certain Definitions" appearing below.
The Company
Beazer Homes USA, Inc.
We are a geographically diversified homebuilder with active operations in 15 states. Our homes are designed to appeal to
homeowners at various 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 while seeking
to maximize our return on invested capital over time.
Our and our co-registrants' principal executive offices are located at 1000 Abernathy Road, Suite 1200, Atlanta, Georgia
30328, telephone (770) 829-3700. Our Internet website is http://www.beazer.com. Information on our website is not a part of and
shall not be deemed incorporated by reference in this prospectus.
The Exchange Offer

The Exchange Offer
We are offering to exchange up to $250,000,000 aggregate principal amount of
our new 9.125% Senior Notes due 2019 for up to $250,000,000 aggregate
principal amount of our original 9.125% Senior Notes due 2019, 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 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 (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,

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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 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 180 days after the
date of this prospectus for use in connection with any such resale. See "Plan of
Distribution."

Expiration Date
12:01 a.m., New York City time, on July 19, 2011, unless we extend the
exchange offer.

Accrued Interest on the New Notes and Original The new notes will bear interest from November 12, 2010 or the last interest
Notes
payment date 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

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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, before completing and

executing the letter of transmittal for the exchange offer and delivering your
original notes, 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.

Guaranteed Delivery Procedures
You must comply with the applicable guaranteed delivery procedures for
tendering if you wish to tender your original notes and:

· your original notes are not immediately available; or

· time will not permit your required documents to reach the exchange agent

prior to 12:01 a.m., New York City time, on the expiration date of the
exchange offer; or

· you cannot complete the procedures for delivery by book-entry transfer prior

to 12:01 a.m., New York City time, on the expiration date of the exchange
offer.

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 United States Federal Income Tax
The exchange of original notes for new notes pursuant to the exchange offer will
Consequences
not result in a taxable event. Accordingly, we believe that:

· no gain or loss will be realized by a United States holder upon receipt of a

new note;

· holder's holding period for the new notes will include the holding period of

the original notes; and

· the adjusted tax basis of the new notes will be the same as the adjusted tax

basis of the original notes exchanged at the time of such exchange.

See "Material United States Federal Income Tax Considerations."

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, 60
Livingston Avenue, EP-MN-WS2N,

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St. Paul, MN 55107, Attention: Specialized Finance Department, Reference:
Beazer Homes USA, Inc. Exchange. For information with respect to the

Exchange Offer, contact the Exchange Agent at telephone number
(800) 934-6802 or facsimile number (651) 495-8158.

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

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Summary of Terms of New Notes
The exchange offer constitutes an offer to exchange up to $250,000,000 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."
Comparison with Original Notes

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.
Terms of New Notes

Issuer
Beazer Homes USA, Inc.

Notes Offered
The form and terms of the new notes will be the same as the form and terms of
the outstanding notes except that:

· the new notes will bear a different CUSIP number from the original notes;

· the new notes have been registered under the Securities Act and, therefore,

will not bear legends restricting their transfer; and

· you will not be entitled to any exchange or registration rights with respect to

the new notes.

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The notes will evidence the same debt as the original notes. They will be
entitled to the benefits of the indenture and the supplemental indenture governing

the original notes and will be treated under the indenture and the supplemental
indenture as a single class with the original notes. We refer to the new notes and
the original notes collectively as the notes in this prospectus.

Maturity Date
May 15, 2019.

Interest
The notes bear interest at a rate of 9.125% per annum payable semi-annually in
cash on May 15 and November 15 of each year.

Guarantees
On the issue date of the notes, all payments on the notes, including principal and
interest, will be jointly and severally guaranteed on a senior unsecured basis by
substantially all of our existing subsidiaries.

Ranking
The notes and the guarantees will be our and the guarantors' senior unsecured
obligations. The indebtedness evidenced by the 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, including our outstanding senior notes and our
revolving credit facility;

· be effectively subordinated to our and the guarantors' obligations under our
revolving credit facility, our 12% Senior Secured Notes due 2017, our

cash-secured delayed-draw term loan facilities (the "Cash-Secured
Facilities") and any other debt incurred after the issue date that is secured, in
each case to the extent of the collateral securing such obligations; and

· be structurally subordinated to all existing and future indebtedness and other

liabilities of our non-guarantor subsidiaries (other than indebtedness and
liabilities owed to us or one of our guarantor subsidiaries).

As of March 31, 2011, we and the subsidiary guarantors had approximately $1.3
billion of indebtedness outstanding, net of unamortized discount of $25.2 million
and unamortized accretion of $52.3 million, of which (1) $286.2 million was

secured indebtedness and (2) $106.0 million, net of accretion, was subordinate
to the notes and the guarantees. In addition, as of March 31, 2011, our
non-guarantor subsidiaries had outstanding indebtedness and other liabilities
(excluding intercompany obligations) of approximately $3.6 million.

Optional Redemption
Prior to November 15, 2014, we may redeem the notes, in whole or in part, at a
price equal to 100% of the principal amount thereof plus the make-whole
premium described under "Description of the Notes -- Optional Redemption."

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We may also redeem any of the notes at any time on or after November 15,
2014, in whole or in part, at the redemption prices described under
"Description of the Notes -- Optional Redemption," plus accrued and unpaid
interest, if any, to the date of redemption. In addition, prior to November 15,

2013, we may redeem up to 35% of the aggregate principal amount of the notes
issued under the indenture 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. See "Description
of the Notes -- Optional Redemption."

Certain Covenants
The indenture governing the notes contains certain 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; and

· make certain investments.

These limitations are subject to a number of important qualifications and

exceptions. See "Description of the Notes -- Certain Covenants."

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 Offers to Purchase the Notes" and "Description of the
Notes -- Certain Covenants -- Change of Control."

No Listing on any Securities Exchange
We do not intend to list the new notes on any securities exchange or to seek
approval for quotation through any automated system.

Risk Factors
You should carefully consider the information under "Risk Factors" beginning
on page 10 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.

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Summary Historical Consolidated Financial and Operating Data
Our summary historical consolidated financial and operating data set forth below as of and for each of the periods presented
are derived from our audited and unaudited consolidated financial statements. These historical results are not necessarily
indicative of the results to be expected in the future. You should also read our historical financial statements and related notes in
our annual report on Form 10-K for the year ended September 30, 2010 and our quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 2011, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in
our Form 10-K for the year ended September 30, 2010 and our quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2011, incorporated herein by reference, before deciding to exchange the original notes for the new notes.

Fiscal Year Ended
Six Months Ended

September 30,

March 31,

2008
2009
2010
2010
2011

($ in millions, except ratios)

Statement of Operations DataContinuing Operations(1):

Total revenue

$1,737 $ 972 $1,010 $ 406 $
238
Gross (loss) profit

(247)

16

86

43

10

Operating loss

(618)

(241)

(114)

(51)

(73)
(Loss) income from continuing operations(2)

(780)

(176)

(30)

51

(103)
Operating StatisticsContinuing Operations:

Number of new orders, net of cancellations

5,158 4,077 4,122 2,339 1,734

Backlog at end of period(3)

1,290 1,171 780

1,743 1,414

Number of closings(4)

6,370 4,196 4,513 1,767 1,100

Average sales price per home closed (in thousands)

$254.3 $230.8 $221.7 $226.7 $ 212.3
Balance Sheet Data (end of period):

Cash, cash equivalents, and restricted cash

$ 585 $ 557 $ 57 6 $ 568 $
453
Inventory

1,652 1,318 1,204 1,318 1,269

Total assets

2,642 2,029 1,903 2,025 1,853

Total debt

1,747 1,509 1,212 1,359 1,287

Stockholders' equity

375

197

397

353

296

Supplemental Financial Data:

Cash provided by/(used in):

Operating activities

$ 316 $
94 $
70 $
22 $ (187)
Investing activities

(18)

(80)

(6)

(2)

(38)
Financing activities

(167)

(91)

(34)

(3)

70

Interest incurred(5)

140

133

127

65

65

(1) Gross (loss) profit includes inventory impairments and lot option abandonments of $403 million, $95 million and $50
million for the fiscal years ended September 30, 2008, 2009 and 2010, and $19 million and $19 million for the six months
ended March 31, 2010 and 2011, respectively. Operating loss also includes goodwill impairments of $48 million and $16
million for the fiscal years ended September 30, 2008 and 2009, respectively. The aforementioned charges were primarily
related to the deterioration of the homebuilding environment over the past few years. Loss from continuing operations for
fiscal 2009 and 2010 also include a gain on extinguishment of debt of $145 million and $44 million, respectively. Loss from
continuing operations for the six months ended March 31, 2011 also includes a loss on extinguishment of debt of $3 million.
Income from continuing operations for the six months ended March 31, 2010 includes a $52.9 million gain on extinguishment
of debt.

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