Form 8-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report: December 21, 2006
BEAZER
HOMES USA, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
001-12822
|
54-2086934
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
1000
Abernathy Road, Suite 1200
Atlanta
Georgia 30328
(Address
of Principal
Executive
Offices)
(770)
829-3700
(Registrant's
telephone number, including area code)
None
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement
Effective
December 21, 2006, Beazer Homes USA, Inc. (the “Company”) amended the definition
of EBITDA in its four-year unsecured revolving credit facility (the “Credit
Facility”) to expand item (vi) in the definition of EBITDA to be consistent with
current industry practice. The amended definition of EBITDA, approved by the
Company’s lenders through a letter of amendment, is as follows:
“EBITDA”
means, for any period, on a consolidated basis for the Borrower [i.e., the
Company] and its Subsidiaries (other than those Subsidiaries that are not
Guarantors), the sum of the amounts for such period of (i) Net Income (but
excluding from such Net Income for the applicable period any income derived
from
any Investment in a Joint Venture referred to in Section 6.07(10) to the extent
that such income exceeds the cash distributions thereof received by the Borrower
or its Subsidiaries (other than those Subsidiaries that are not Guarantors)
in
such period), plus (ii) charges against income for foreign, federal, state
and
local taxes, plus (iii) Interest Expense, plus (iv) depreciation, plus (v)
amortization expense, including, without limitation, amortization of goodwill
and other intangible assets and amortization of deferred compensation expense,
plus (vi) extraordinary losses (and all other non-cash items reducing Net
Income, including but not limited to impairment charges for land and other
long-lived assets and option deposit forfeitures), minus (vii) interest income,
minus (viii) extraordinary gains (and any unusual gains and non-cash credits
arising in or outside of the ordinary course of business not included in
extraordinary gains that have been included in the determination of such Net
Income), all determined in accordance with GAAP.
EBITDA
is
a defined term used in the calculation of the Company’s interest coverage ratio.
No other changes were made to the Credit Facility. The Credit Facility matures
on August 21, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
BEAZER
HOMES USA INC.
|
| |
|
| |
|
| |
|
|
Date:
December 22, 2006
|
By:
/s/
James O’Leary
|
| |
James O’Leary
|
| |
Executive Vice President and Chief Financial
Officer
|
3