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Dream Finders Homes Completes Beazer Homes Take-Private

The homebuilder converted Beazer shares into $33.50 a share in cash and took the company private.

Dream Finders Homes, Inc. (DFH) completed its all-cash acquisition of Beazer Homes USA, Inc. (BZH), converting outstanding shares into $33.50 a share in cash and taking the homebuilder private.

At the effective time of the merger, Merger Sub merged with and into Beazer, with Beazer surviving as a direct wholly owned subsidiary of Dream Finders’ parent. Each issued and outstanding share of common stock, other than treasury stock, shares held by the parent or merger subsidiary, shares held by wholly owned subsidiaries, and dissenting shares, was converted into the right to receive $33.50 in cash, without interest, subject to required withholding taxes.

Outstanding equity awards were cashed out on the same terms. Unexercised options were fully vested, cancelled, and converted into cash equal to the excess of the $33.50 merger consideration over the exercise price, if any; options with exercise prices at or above $33.50 were cancelled for no consideration. Restricted stock awards, performance-based restricted stock awards, and performance-based cash awards were cancelled and converted into cash, with performance conditions for uncompleted periods deemed achieved at target level.

Treasury shares and shares held by the parent or merger subsidiary were cancelled with no consideration. Holders who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law received only the rights granted under that statute.

On the closing date, Beazer repaid in full and terminated its credit agreement dated October 13, 2022, with JPMorgan Chase Bank, N.A. as administrative agent. Parent also caused sufficient funds to be irrevocably deposited with the trustee to redeem in full Beazer’s $350 million aggregate principal amount of 7.250% senior notes due 2029, a redemption that had been conditionally noticed on September 28, 2026, in connection with the merger.

Beazer requested that the New York Stock Exchange suspend trading of its shares and file an application on Form 25 to delist and deregister the shares under Section 12(b) of the Securities Exchange Act of 1934. Delisting will be effective 10 days after the Form 25 filing. After that, the company expects to file a Form 15 certification to terminate registration of the shares under Section 12(g) and to suspend reporting obligations under Sections 13 and 15(d).

At the effective time, holders of shares and equity awards ceased to have any rights in those securities other than the right to receive the merger consideration or other applicable amounts under the merger agreement.

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