\nDream Finders Homes, Inc. (\u201cDream Finders\u201d) (NYSE: DFH) today announced the results of its previously announced consent solicitation, as amended and extended (the \u201cConsent Solicitation\u201d), with respect to certain amendments (collectively, the \u201cProposed Amendment\u201d) to the Indenture governing the outstanding 8.000% Senior Notes due 2032 (the \u201c2032 Notes\u201d) of Beazer Homes USA, Inc. (\u201cBeazer\u201d), in connection with its proposed acquisition of Beazer, upon the terms and conditions set forth in the Consent Solicitation Statement dated September 9, 2026, as amended and supplemented by Dream Finders\u2019 press release dated September 16, 2026 (as so amended and supplemented, the \u201cConsent Solicitation Statement\u201d). All capitalized terms not defined herein are defined in the Consent Solicitation Statement.<\/p>\n
\nAs of 5:00 p.m., New York City time, on September 17, 2026 (the \u201cExtended Expiration Time\u201d), consents from holders of a majority in aggregate principal amount of the outstanding 2032 Notes had been validly delivered and not validly revoked. Accordingly, Dream Finders has obtained the Requisite Consents required to effect the Proposed Amendment with respect to the 2032 Notes, and the Consent Solicitation with respect to the 2032 Notes has expired and will not be further extended.<\/p>\n
\nDream Finders will make an aggregate cash payment of $4,000,000 (the \u201c2032 Consent Fee\u201d), to be shared pro rata among holders of 2032 Notes as of 5:00 p.m., New York City time, on September 8, 2026, that validly delivered and did not validly revoke their consents at or prior to the Extended Expiration Time, if the conditions set forth in the Consent Solicitation Statement have been satisfied or waived. Based on the aggregate principal amount of 2032 Notes that consented in the Consent Solicitation, the 2032 Consent Fee is expected to equal approximately $10.30 per $1,000 in aggregate principal amount of 2032 Notes. The 2032 Consent Fee will be paid substantially concurrently with the consummation of the Merger (as defined below).<\/p>\n
\nAs previously announced, Dream Finders obtained the Requisite Consents with respect to the 2031 Notes and will make a cash payment (the \u201c2031 Consent Fee\u201d) of $22.50 per $1,000 in aggregate principal amount of 2031 Notes to each holder of 2031 Notes that consented in the Consent Solicitation. The 2031 Consent Fee will be paid substantially concurrently with the consummation of the Merger.<\/p>\n
\nBeazer and Regions Bank, as trustee under the Indenture (the \u201cTrustee\u201d), intend to execute a supplemental indenture with respect to the 2032 Notes (the \u201cNew Supplemental Indenture\u201d). The Proposed Amendment will amend the definition of \u201cChange of Control\u201d in the 2032 Indenture to provide that the acquisition of Beazer by Dream Finders pursuant to the Agreement and Plan of Merger, dated as of August 6, 2026, among Dream Finders, Bulldogs Merger Sub, Inc. (\u201cMerger Sub\u201d) and Beazer (the \u201cMerger Agreement\u201d), will not constitute a \u201cChange of Control\u201d under the 2032 Indenture. Under the Merger Agreement, Merger Sub will merge with and into Beazer, with Beazer continuing as the surviving corporation and a wholly owned subsidiary of Dream Finders (the \u201cMerger\u201d). As a result, no \u201cChange of Control Offer\u201d will be required under the 2032 Indenture in connection with the Merger. The New Supplemental Indenture will become effective upon execution, but the Proposed Amendment will not become operative until the 2032 Consent Fee has been paid. Once operative, the Proposed Amendment will be binding on all holders of 2032 Notes, including holders that did not deliver consents in the Consent Solicitation. Dream Finders expects the Merger to be consummated in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, and to complete the previously contemplated offer to exchange the 2032 Notes for newly issued senior notes of Dream Finders within 120 days after the consummation of the Merger. After further consultation with its financial and legal advisors, Dream Finders has determined that where the payment of the applicable Consent Fee is deemed a \u201csignificant modification\u201d and a deemed exchange of such Notes for federal income tax purposes, it intends to take the position that there is no original issue discount in the \u201cnew\u201d Notes that are issued in such deemed exchange and does not intend to request new CUSIP numbers be assigned for any such Notes .<\/p>\n
\nThis press release is not an offer to exchange any 2032 Notes, which offer will be made only pursuant to separate offering materials.<\/p>\n
\nBofA Securities, Inc. and Goldman Sachs & Co. LLC are acting as solicitation agents in connection with the Consent Solicitation. Any persons with questions regarding the Consent Solicitation should contact BofA Securities, Inc., at (888) 292-0070 (toll free), (980) 388-3646 (collect) or debt_advisory@bofa.com<\/a>, and Goldman Sachs & Co. LLC, at (800) 828-3182 (toll free), (917) 343-9668 (collect) or GS-LM-NYC@gs.com<\/a>. D.F. King & Co., Inc. is acting as information and tabulation agent for the Consent Solicitation and may be contacted at (646) 698-8770 (banks and brokers), (866) 796-6867 (all others, toll free), or by email at DFH@dfking.com<\/a>.<\/p>\n \nThis press release is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities.<\/p>\n About Dream Finders Homes, Inc.<\/b><\/i><\/p>\n \nDream Finders (NYSE: DFH), headquartered in Jacksonville, Florida, was recognized as the 2025 National Builder of the Year by Builder magazine. Dream Finders builds single-family homes throughout the Southeast, Mid-Atlantic and Midwest, including Florida, Texas, Tennessee, North Carolina, South Carolina, Georgia, Colorado, Arizona, and the Washington, D.C. metropolitan area, which comprises Washington, D.C., Northern Virginia and Maryland. As the Official Home Builder of the PGA TOUR, the Jacksonville Jaguars and the Tampa Bay Rays, Dream Finders is deeply committed to excellence beyond homebuilding and into the communities it serves. Through its wholly owned subsidiaries, Dream Finders also provides mortgage financing as well as title agency and underwriting services to homebuyers. Dream Finders achieves its growth and returns by maintaining an asset-light homebuilding model. For more information, please visit www.dreamfindershomes.com<\/a>.<\/p>\n Cautionary Note Regarding Forward-Looking Statements<\/b><\/i><\/p>\n \nThe information presented herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Dream Finders\u2019 expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201ctarget,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d \u201cpositions,\u201d \u201cprospects\u201d or \u201cpotential,\u201d by future conditional verbs such as \u201cwill,\u201d \u201cwould,\u201d \u201cshould,\u201d \u201ccould\u201d or \u201cmay,\u201d or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time. Forward-looking statements speak only as of the date they are made, and Dream Finders does not assume any duty to update forward-looking statements other than as required by law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.<\/p>\n \nIn addition to factors previously disclosed in Dream Finders\u2019 reports filed with the Securities and Exchange Commission, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the failure of Beazer and the Trustee to execute the New Supplemental Indenture on the anticipated timeline or at all; the failure of the conditions to payment of the 2032 Consent Fee, including the consummation of the Merger, to be satisfied or waived, and the resulting failure of the Proposed Amendment to become operative with respect to the 2032 Notes; the U.S. federal income tax treatment of the 2032 Consent Fee; Dream Finders\u2019 ability to complete the Obligor Exchange within 120 days after the closing of the Merger and on the anticipated terms; the outcome of any legal proceedings that may be instituted against Dream Finders or Beazer; the failure of Beazer to obtain necessary stockholder approvals or to satisfy any of the other conditions to the Merger on a timely basis or at all; the possibility that the Merger is not completed when expected or at all, or is more expensive to complete than anticipated; Dream Finders\u2019 ability to obtain financing for the Merger on the anticipated terms, and the ultimate structure and details of any such financing; Dream Finders\u2019 ability to integrate Beazer successfully or fully realize the anticipated cost savings and other benefits of the Merger; diversion of management\u2019s attention from ongoing business operations and opportunities; potential adverse reactions or changes to relationships with employees, customers, suppliers or competitors resulting from the announcement or completion of the Merger; and negative effects of the announcement or consummation of the Merger on the market price of Dream Finders\u2019 common stock, its credit ratings or its operating results.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260918573877\/en\/<\/a><\/span><\/p>\n Dream Finders KEYWORDS:<\/b> United States North America Florida New York<\/p>\n INDUSTRY KEYWORDS:<\/b> Architecture Other Construction & Property Residential Building & Real Estate Construction & Property Urban Planning Building Systems<\/p>\n MEDIA:<\/b><\/p>\n Dream Finders Homes, Inc. Announces Results of Consent Solicitation for Beazer Homes USA, Inc.\u2019s 8.000% Senior Notes Due 2032 JACKSONVILLE, Fla.–(BUSINESS WIRE)– Dream Finders Homes, Inc. (\u201cDream Finders\u201d) (NYSE: DFH) today announced the results of its previously announced consent solicitation, as amended and extended (the \u201cConsent Solicitation\u201d), with respect to certain amendments (collectively, the \u201cProposed Amendment\u201d) to the Indenture governing the outstanding 8.000% Senior Notes due 2032 (the \u201c2032 Notes\u201d) of Beazer Homes USA, Inc. (\u201cBeazer\u201d), in connection with its proposed acquisition of Beazer, upon the terms and conditions set forth in the Consent Solicitation Statement dated September 9, 2026, as amended and supplemented by Dream Finders\u2019 press release dated September 16, 2026 (as so amended and supplemented, the \u201cConsent … <\/p>\n<\/p>\n
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Investor Contacts: <\/i><\/b>investors@dreamfindershomes.com
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Media Contact: <\/i><\/b>mediainquiries@dreamfindershomes.com<\/a><\/p>\n\n","protected":false},"excerpt":{"rendered":"