Beazer Homes adopts new Section 382 Rights Agreement, extends protective amendment to Nov 2025

BEAZER HOMES USA INC

New Rights Agreement effective Nov 14, 2022, expires Nov 14, 2025, replaces expired agreement.
Triggers at 4.95% beneficial ownership to preserve NOL tax benefits for shareholders.
Protective amendment extended to Nov 12, 2025, approved by stockholders on Feb 2, 2022.
Flip-in, redemption at $0.001/Right, and exchange provisions mirror prior agreement terms.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BEAZER HOMES USA INC: The Company extended the expiration date of the Protective Amendment in its Amended and Restated Certificate of Incorporation to November 12, 2025, by filing a Certificate of Amendment with the Delaware Secretary of State on November 9, 2022, effective November 12, 2022 (effective 2022-11-12).

Change: charter amendment
Effective: 2022-11-12

Exact text from the filing

As previously disclosed, at the Company’s annual meeting of stockholders held on February 2, 2022, the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation for the purpose of extending the expiration date of the protective amendment (the “Protective Amendment”) to November 12, 2025 (the “Protective Amendment Extension”). The Protective Amendment generally operates to prevent or cancel a transfer of the Company’s common stock if the effect would be to (i) increase the ownership of the Company’s common stock by any person from less than 4.95% to 4.95% or more; or (ii) increase the percentage of the Company’s common stock owned by a person owning 4.95% or more of the Company’s common stock. On November 9, 2022, the Company filed with the Delaware Secretary of State a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the Protective Amendment Extension. The Protective Amendment Extension became effect

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BEAZER HOMES USA INC entered into Section 382 Rights Agreement with American Stock Transfer & Trust Company, LLC (effective 2022-11-14).

Action: entry
Counterparty: American Stock Transfer & Trust Company, LLC
Effective: 2022-11-14

Exact text from the filing

On November 3, 2021, the Company’s Board of Directors approved the adoption and execution of a new Section 382 Rights Agreement (the “New Rights Agreement”), to become effective at the close of business on November 14, 2022

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BEAZER HOMES USA INC filing history →

Source: SEC EDGAR

accession 0001193125-22-284699

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