-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I+S2wXnH3seEti4yN7pVX1dkm41ZocFgSIWiSbsdoMGQ3lcI+Ly0GAHwRRtPREEo 8CVLcin/QeJQ7w173KrQ+g== 0001188112-09-000276.txt : 20090211 0001188112-09-000276.hdr.sgml : 20090211 20090211171232 ACCESSION NUMBER: 0001188112-09-000276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090211 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ashton Woods USA L.L.C. CENTRAL INDEX KEY: 0001340792 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 752721881 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-129906 FILM NUMBER: 09590630 BUSINESS ADDRESS: STREET 1: 1405 OLD ALABAMA ROAD STREET 2: SUITE 200 CITY: ROSWELL STATE: GA ZIP: 30076 BUSINESS PHONE: 770-998-9663 MAIL ADDRESS: STREET 1: 1405 OLD ALABAMA ROAD STREET 2: SUITE 200 CITY: ROSWELL STATE: GA ZIP: 30076 8-K 1 t64542_8k.htm FORM 8-K t64542_8k.htm
UNITED STATES
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 (Date of earliest event reported): February 11, 2009

ASHTON WOODS USA L.L.C.
(Exact name of registrant as specified in its charter)


Nevada
333-129906
75-2721881
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

1405 Old Alabama Road
Suite 200
Roswell, GA 30076
(Address of Principal
Executive Offices)


(770) 998-9663
(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 obligations 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 8.01 Other Events.

On February 11, 2009, Ashton Woods USA L.L.C. issued a press release announcing the extension of its exchange offer and consent solicitation with respect to its 9.5% Senior Subordinated Notes due 2015.  A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits
   
99.1
Press release dated February 11, 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.


  ASHTON WOODS USA L.L.C.  
       
       
Date: February 11, 2009
By:
/s/ Jerry Patava
  
   
Jerry Patava
  
   
Interim Chief Financial Officer
  
 
 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
Exhibit 99.1
 


 
ASHTON WOODS ANNOUNCES EXTENSION OF PRIVATE DEBT
EXCHANGE OFFER AND CONSENT SOLICITATION RELATING TO ITS
9.5% SENIOR SUBORDINATED NOTES DUE 2015


ATLANTA, GA -- (February 11, 2009) – Ashton Woods USA, L.L.C. (the “Company”) today announced that it has extended its previously announced private exchange offer and consent solicitation to exchange any and all of its 9.5% Senior Subordinated Notes due 2015 (the “Old Notes”) for new 11.0% senior Subordinated Notes due 2015 (the “New Notes”), related guarantees and Class B membership interests (the “Class B Interests”) in the Company  (the “Exchange Offer”).

The Exchange Offer was scheduled to expire at 5:00 p.m. New York City time on February 11, 2009.  The Exchange Offer has been extended until 5:00 p.m. New York City time on February 13, 2009.  The Company is extending the Exchange Offer as an accommodation to Holders of the Old Notes.  Based on a report from the Exchange Agent, as of 3:00 p.m. New York City time on February 11, 2009, of the $125 million in aggregate principal amount of Old Notes outstanding, approximately $121 million in aggregate principal amount of Old Notes, or 97%, had been tendered.

The consummation of the Exchange Offer is conditioned upon the satisfaction or waiver of the conditions set forth in the offering memorandum and consent solicitation statement dated January 13, 2009, as supplemented by the First Supplement to the Offering Memorandum dated February 5, 2009 (the “Offering Memorandum”).  Holders must validly tender and not withdraw their Old Notes on or before the Expiration Date, as extended, to receive New Notes and Class B Interests.

The Exchange Offer is being made only to “qualified institutional buyers” (as defined in Rule 144A promulgated under the Securities Act of 1933, as amended), “accredited investors” (as defined in the Securities Act of 1933, as amended) and to persons that are not “U.S. Persons” in an “offshore transaction” (each as defined in Regulation S promulgated under the Securities Act of 1933, as amended).

Ashton Woods’ obligations to accept any Old Notes tendered and to pay the applicable consideration for them are set forth solely in the Offering Memorandum and the accompanying Letter of Transmittal and Consent.  Documents relating to the Exchange Offer will only be distributed to eligible Holders of the Old Notes.  This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities, including the New Notes or Class B Interests.  The Exchange Offer is made only by, and pursuant
 
 
 
 
 
to the terms set forth in the Offering Memorandum, and the information in this news release is qualified by reference to the Offering Memorandum and the accompanying Letter of Transmittal and Consent.  The securities, including the New Notes and Class B membership interests, have not been and will not be registered under the Securities Act of 1933, as amended or the securities laws of any other jurisdiction, may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer.

*           *           *           *

With headquarters in Atlanta, Georgia, Ashton Woods USA L.L.C. currently operates in Atlanta, Dallas, Houston, Orlando, Phoenix, Denver and Tampa.


CONTACT:  Ashton Woods USA L.L.C.
Jerry Patava
Interim Chief Financial Officer
(416) 449-1340

U.S. Bank National Association
Information Agent
(800) 934-6802
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