Obligation Beazer Homes America Inc 6.75% ( US07556QBM69 ) en USD

Beazer Homes America Inc

100 % ▼

Etats-unis

US07556QBM69 ( en USD )

6.75% par an ( paiement semestriel )

14/03/2025 - Obligation échue

Prospectus brochure de l'obligation Beazer Homes USA Inc US07556QBM69 en USD 6.75%, échue

1 000 USD

250 000 000 USD

07556QBM6

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 US07556QBM69 émise par Beazer Homes USA Inc aux États-Unis, d'une valeur nominale de 250 000 000 USD, offre un taux d'intérêt de 6,75 %, échéant le 14 mars 2025, avec des paiements semestriels, un prix actuel de marché de 100 %, une taille minimale d'achat de 1 000 USD, et des notations S&P de B- et Moody's de B3.

424B3
424B3 1 d405414d424b3.htm 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-217903
$250,000,000
Offer to Exchange
6.750% Senior Notes due 2025,
and the guarantees thereof,
which have been registered under the Securities Act of 1933,
for any and all outstanding
6.750% Senior Notes due 2025,
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· We will exchange all original notes that are validly tendered and not withdrawn before the end of the exchange offer for an equal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 June 28, 2017, 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 May 31, 2017
Table of Contents
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3
TABLE OF CONTENTS

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 June 28,
2017, 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 6.750% Senior Notes due 2025 and the exchange 6.750% Senior Notes due 2025
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3
offered hereby, collectively. Definitions for certain other defined terms may be found under "Description of the Notes -- Certain Definitions"
appearing below.

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, 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 $250,000,000 aggregate principal amount of our new
6.750% Senior Notes due 2025 (the "new notes") for up to $250,000,000 aggregate
principal amount of our original 6.750% Senior Notes due 2025 (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/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3
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 June 28, 2017, unless we extend the exchange offer.
Accrued Interest on the New Notes and Original
The new notes will bear interest from March 14, 2017 or the last interest payment date on
Notes
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
Your participation in the exchange offer will not be a taxable event for U.S. federal
Consequences
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."

3
Table of Contents
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3
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
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) 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 $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."

Issuer

Beazer Homes USA, Inc.
Securities

$250.0 million aggregate principal amount of 6.750% Senior Notes due 2025.
Maturity

March 15, 2025.
Interest Payment Dates
March 15 and September 15, commencing on September 15, 2017. Interest will accrue

from March 14, 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 owed to us or one of our guarantor subsidiaries, subject to any senior

claims of the creditors of those non-guarantor subsidiaries).
As of March 31, 2017, we and the subsidiary guarantors had approximately $1.3 billion
of indebtedness outstanding, of which approximately $14.9 million was secured
indebtedness (including non-recourse indebtedness) and approximately $60.9 million
will be subordinate to the notes and the guarantees. In addition, as of March 31, 2017, our
non-guarantor subsidiaries had outstanding indebtedness and other liabilities (excluding
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3

intercompany obligations) of approximately $0.4 million.

5
Table of Contents
Optional Redemption
Prior to March 15, 2020, 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 March 15, 2020, 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 March 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
106.750% 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

6
Table of Contents

· consolidate or merge.
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3

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
assumptions discussed under the caption "Risk Factors" included in our most recent Annual Report on Form 10-K and our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017, which are 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
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3
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 March 31, 2017, we had total outstanding indebtedness of approximately $1.3 billion, net of premium of approximately $3.8 million
and debt issuance costs of approximately $15.7 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 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.

8
Table of Contents
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 March 31, 2017, approximately $1.0 billion of our existing senior 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 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
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3
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 March 31, 2017, our non-guarantor subsidiaries had liabilities (excluding intercompany liabilities) of $0.4 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, 2016, and note 15 for the six months ended
March 31, 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
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
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

424B3
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 March 31, 2017, we and the
guarantors had approximately $14.9 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 from a
guarantor.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to
determine whether a fraudulent transfer has occurred and upon the valuation assumptions and methodology applied by the court. Generally,
however, a guarantor would be considered insolvent if:

· the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

· if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing

debts, including contingent liabilities, as they become absolute and mature; or

· it could not pay its debts as they become due.
On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect
to its guarantee and rights of contribution it has against other guarantors, will not be insolvent, will not have unreasonably small capital for the
business in which it is engaged and will not have incurred

11
https://www.sec.gov/Archives/edgar/data/915840/000119312517191229/d405414d424b3.htm[6/2/2017 5:16:43 PM]

Document Outline

#1">
- #1">