Obligation Beazer Homes America 7.25% ( US07556QBT13 ) en USD

Beazer Homes America

100.48 % ⇌

Etas-Unis

US07556QBT13 ( en USD )

7.25% par an ( paiement semestriel )

14/10/2029

Prospectus brochure de l'obligation Beazer Homes USA US07556QBT13 en USD 7.25%, échéance 14/10/2029

2 000 USD

345 929 000 USD

07556QBT1

B ( Très spéculatif )

B2 ( Très spéculatif )

15/04/2026 ( Dans 11 jours )

Beazer Homes USA est un constructeur de maisons aux États-Unis, proposant une gamme de maisons neuves dans plusieurs États, avec un accent sur l'abordabilité et des options de financement.

L'Obligation émise par Beazer Homes America ( Etas-Unis ) , en USD, avec le code ISIN US07556QBT13, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2029

L'Obligation émise par Beazer Homes America ( Etas-Unis ) , en USD, avec le code ISIN US07556QBT13, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Beazer Homes America ( Etas-Unis ) , en USD, avec le code ISIN US07556QBT13, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424(b)(3)
424B3 1 d889532d424b3.htm FORM 424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-236484
$350,000,000
Offer to Exchange
7.250% Senior Notes due 2029
and the guarantees thereof,
which have been registered under the Securities Act of 1933,
for any and all outstanding
7.250% Senior Notes due 2029,
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We will exchange all original notes that are validly tendered and not withdrawn before the end of the exchange offer for an equal principal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 March 20, 2020, 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 7 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 certain of our existing and future 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, but excluding, to 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 February 24, 2020
Table of Contents
TABLE OF CONTENTS
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Form 424(b)(3)

SUMMARY

1
RISK FACTORS

7
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

13
THE EXCHANGE OFFER

15
USE OF PROCEEDS

23
DESCRIPTION OF OTHER INDEBTEDNESS

24
DESCRIPTION OF THE NOTES

26
BOOK-ENTRY SETTLEMENT AND CLEARANCE

53
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

57
PLAN OF DISTRIBUTION

58
LEGAL MATTERS

59
EXPERTS

60
WHERE YOU CAN FIND MORE INFORMATION

61
INCORPORATION BY REFERENCE

62
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
II-1
EXHIBIT INDEX
II-9
SIGNATURES
II-14
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 62. 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 also specifically incorporated by reference herein. Requests for such copies should be directed to:
Beazer Homes USA, Inc.
Attn: Corporate 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 March 20, 2020,
the expiration date of the exchange offer.

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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 7 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 7.250% Senior Notes due 2029 and the exchange 7.250% Senior Notes due 2029 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.
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Form 424(b)(3)
Beazer Homes, USA, Inc. was incorporated in Delaware in 1993. 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.

Table of Contents
The Exchange Offer

The Exchange Offer
We are offering to exchange up to $350,000,000 aggregate principal amount of our new
7.250% Senior Notes due 2029 (the "new notes") for up to $350,000,000 aggregate principal
amount of our original 7.250% Senior Notes due 2029 (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 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
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Form 424(b)(3)
Expiration Date
12:01 a.m., New York City time, on March 20, 2020, unless we extend the exchange offer.
Accrued Interest on the New Notes and Original Notes
The new notes will bear interest from September 24, 2019 or the last interest 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 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 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."

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Summary of Description of New Notes
The exchange offer constitutes an offer to exchange up to $350,000,000 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
$350.0 million aggregate principal amount of 7.250% Senior Notes due 2029.
Maturity
October 15, 2029.
Interest Payment Dates
April 15 and October 15, commencing on April 15, 2020. Interest will accrue from September 24, 2019,
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Form 424(b)(3)
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 certain of our existing
and future 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 December 31, 2019, we and the subsidiary guarantors had approximately $1.2 billion of
indebtedness outstanding, of which approximately $30 million was secured indebtedness (including
non-recourse indebtedness) and approximately $66.6 million will be subordinate to the notes and the
guarantees. In addition, as of December 31, 2019, our non-guarantor subsidiaries had outstanding
indebtedness and other liabilities (excluding intercompany obligations) of approximately $16,000.
Optional Redemption
Prior to October 15, 2024, we may redeem the notes, in whole or in part, at a price equal to 100% of the
principal amount thereof,

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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, 2024, 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, 2022, we may redeem up to 35% of the aggregate principal
amount of the notes issued under the indenture at a redemption price of 107.250% 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;
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Form 424(b)(3)

· ?create liens on assets to secure indebtedness;

· ?pay dividends or make other equity distributions;

· ?purchase or redeem capital stock;

· ?make certain investments; and

· ?consolidate or merge.
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

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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 7 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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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 Annual Report on Form 10-K for the fiscal year ended September 30, 2019, which is incorporated by reference in this prospectus,
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Form 424(b)(3)
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 agreements. 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 December 31, 2019, we had total outstanding indebtedness of approximately $1.2 billion, net of debt issuance costs of approximately
$12.1 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;

·
causing us to pay higher interest rates upon refinancing indebtedness if interest rates rise;

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

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

other activities; 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

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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
December 31, 2019, approximately $630.0 million aggregate principal amount 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
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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.

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If our operating performance declines, we may in the future need to seek waivers from the required lenders under our unsecured term loan or our
revolving credit facility to avoid being in default. If we breach our covenants under our unsecured term loan or 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 unsecured term loan and/or 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 December 31,
2019, our non-guarantor subsidiaries had liabilities (excluding intercompany liabilities) of $16,000. 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 16 to the condensed consolidated financial statements for the quarter
ended December 31, 2019, incorporated by reference in this prospectus, for financial information regarding our non-guarantor subsidiaries.
Our unsecured term loan, 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 unsecured term loan, 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 or agreement, 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

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Form 424(b)(3)

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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 applicable lenders 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.

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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 December 31, 2019, we and the guarantors had
approximately $30 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;

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was left with inadequate capital to conduct its business; or

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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:

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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

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it could not pay its debts as they become due.

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Form 424(b)(3)
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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 debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a
court would apply in making these determinations or that a court would agree with our conclusions in this regard. The guarantees could be subject to the
claim that, since the guarantees were incurred for our benefit, and only indirectly for the benefit of the other guarantors, the obligations of the guarantors
thereunder were incurred for less than reasonably equivalent value or fair consideration.
Certain of our subsidiaries are not subject to the restrictive covenants in the indenture governing the notes.
Certain of our subsidiaries are not subject to the restrictive covenants in the indenture governing the notes. This means that these entities are able to
engage in many of the activities that we and our restricted subsidiaries are prohibited from doing, such as incurring substantial additional debt, securing
assets in priority to the claims of the holders of the notes, paying dividends, making investments, selling substantial assets and entering into mergers or
other business combinations. These actions could be detrimental to our ability to make payments of principal and interest when due and to comply with
our other obligations under the notes, and could reduce the amount of our assets that would be available to satisfy your claims should we default on the
notes. In addition, the initiation of bankruptcy or insolvency proceedings or the entering of a judgment against these subsidiaries, or their default under their
other credit arrangements, will not result in a cross-default on the notes.
We may not be able to repurchase the notes upon a change of control.
Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of
the principal amount thereof plus, without duplication, accrued and unpaid interest and additional interest, if any, to the date of repurchase. However, it is
possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of all notes delivered by holders seeking
to exercise their repurchase rights, particularly as that change of control may trigger a similar repurchase requirement for, or result in an event of default
under or the acceleration of, other indebtedness, or that restrictions in our revolving credit facility will not allow such repurchases. Any failure by us to
repurchase the notes upon a change of control would result in an event of default under the indenture and may also constitute a cross-default on other
indebtedness existing at that time. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our
indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of the Notes -- Certain Covenants -- Change of Control."
The market value of the notes may be exposed to substantial volatility.
A number of factors, including factors specific to us and our business, financial condition and liquidity, the price of our common stock, economic
and financial market conditions, interest rates, unavailability of capital and financing sources, volatility levels and other factors could lead to a decline in
the value of the notes and a lack of liquidity in any market for the notes. As previously disclosed, in an effort to accelerate our path to profitability, we may
seek to expand our business through acquisitions, which may be funded through additional debt. Our existing senior notes are thinly traded, and because
the notes offered hereby similarly may be thinly traded, it may be difficult to sell or accurately value the notes. Moreover, if one or more of the rating
agencies rates the notes and assigns a rating that is below the expectations of investors, or lowers its or their rating(s) of the notes, the price of the notes
would likely decline.
An active trading market may not develop for the new notes.
There is no established public trading market for the notes, and an active trading market may not develop. We do not intend to apply for the notes to
be listed on any securities exchange. As a result, there may be limited liquidity of any trading market that does develop for the notes. In addition, the
liquidity of the trading market in the notes and the market prices quoted for the notes may be adversely affected by changes in the overall market for this
type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a consequence, an
active trading market may not develop for the notes, holders of notes may not be able to sell their notes, or, even if they can sell their notes, they may not
be able to sell them at an acceptable price.

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The liquidity of any trading market that develops for the notes may be adversely affected by future repurchases by us of notes through exchange
offers, open market repurchases, privately negotiated transactions or otherwise.
We have in the past repurchased our securities and may in the future repurchase the notes, through exchange offers, open market repurchase,
privately negotiated transactions or otherwise. If a significant percentage of the notes were repurchased or exchanged in any such transaction, the liquidity
of the trading market for the notes, if any, may be substantially reduced. Any notes repurchased or exchanged will reduce the amount of notes outstanding.
As a result, the notes may trade at a discount to the price at which they would trade if the applicable transaction was not consummated, subject to
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Document Outline

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