v3.26.3
Subsequent Events
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Credit Agreement
On October 9, 2026, the Company, pursuant to the existing accordion feature of the Credit Agreement, requested an increase of $220.0 million in aggregate commitments, resulting in approximately $1.7 billion in total, to fund operations, and in anticipation of funding a portion of the Beazer acquisition discussed below.
Beazer Acquisition
On October 20, 2026, pursuant to the Merger Agreement, the Company completed the acquisition of national homebuilder, Beazer Homes USA, Inc. (“Beazer”) in an all-cash transaction whereby a newly formed entity of the Company was merged with Beazer. As a result, Beazer became a wholly-owned subsidiary of the Company. This acquisition will be accounted for as a business combination under ASC Topic 805. The Beazer acquisition will allow the Company to enter new markets and expand its existing operations. In the transaction, Beazer stockholders received $33.50, in cash, per outstanding share of Beazer common stock and the Company settled certain outstanding debt previously held by Beazer. Additionally, the Company paid for the acceleration of certain employee stock and cash awards in accordance with the Merger Agreement. DFH funded the merger consideration with cash on hand, borrowings under the Credit Agreement, and proceeds from the Series B preferred stock. In addition, the Company assumed certain Beazer senior notes as part of the transaction and certain other Beazer indebtedness was settled with land bank financing. All financing arrangements are discussed below. Due to the close proximity in timing of the Beazer acquisition closing date and the Company’s filing of this Quarterly Report on Form 10-Q, the Company has not yet completed its evaluation and determination of the purchase price, the assets acquired and liabilities assumed, goodwill, including the assignment of goodwill to specific reporting units, and pro forma information. The Company plans to provide preliminary purchase price allocation information in its Annual Report on Form 10-K for the year ended December 31, 2026.
Second Closing of Series B Preferred Stock
On October 20, 2026, in connection with the closing of the Beazer acquisition, the Company sold an additional 450,000 shares of Series B preferred stock (the “Additional Shares”) at a second closing for an aggregate purchase price of $450.0 million (the “Second Closing”). The proceeds received from the Second Closing were $435.3 million. The Company used the proceeds from the sale of the Additional Shares to fund a portion of the Beazer acquisition. The material terms of the Series B preferred stock, including the dividend rate, redemption rights, conversion features and liquidation preference, are described in Note 12, Equity.
Land Bank Facility
On October 20, 2026, in connection with the closing of the Beazer acquisition, the Company received aggregate proceeds of $572.1 million from the funding of a land bank facility (the “Land Bank Facility”) related to the sale of certain pre-acquisition Beazer land assets to Millrose in exchange for the option to purchase the controlled homesites in the future with consistent terms to the Company’s existing land bank option contracts. At the closing of the Beazer acquisition, the Company used the proceeds from the Land Bank Facility to redeem Beazer’s $350.0 million aggregate principal amount of 7.250% Senior Notes due 2029, repay Beazer’s unsecured credit facility and pay transaction costs incurred in connection with the Beazer acquisition and the related financing transactions.
Beazer Notes
As part of the transaction closing on October 20, 2026, Beazer’s outstanding 7.500% Senior Notes due 2031 and 8.000% Senior Notes due 2032 (the “Beazer Notes”) with aggregate principal amounts of $250.0 million and $400.0 million, respectively, were assumed by the Company. In order to simplify its capital structure following the acquisition of Beazer, on October 22, 2026, the Company commenced private exchange offers and consent solicitations to eligible holders of Beazer Notes to exchange the Beazer Notes for new senior notes issued by the Company and to solicit the consent to amendments to the Beazer Notes and the related indentures under which they were issued to eliminate substantially all of the restrictive covenants and events of default thereunder (the “Exchange Offers and Consent Solicitations”). The new notes will have the same interest payment and maturity dates, interest rate and redemption provisions as the Beazer Notes, and will otherwise have substantially identical terms, other than changes to the terms to align with the Company’s Senior Notes. The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on November 20, 2026, unless extended.