[Letterhead of Beazer Homes USA, Inc.]
February 22, 2010
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Pamela A. Long, Assistant Director
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Re: |
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Beazer Homes USA, Inc.
Registration Statement on Form S-4 Amendment No.1
Filed on February 9, 2010
File No.: 333-164459 |
Dear Ms. Long:
The purpose of this letter is to supplementally provide to you certain information requested
in connection with the comments provided by the Staff of the Division of Corporation Finance (the
Staff) of the United States Securities and Exchange Commission (the Commission) set forth in
the Staffs letter dated February 18, 2010 with respect to the above- referenced Registration
Statement on Form S-4, as amended (the Registration Statement), filed by Beazer Homes USA, Inc.
(the Company). The Registration Statement has been filed with respect to the Companys offer to
exchange (the Exchange Offer) its currently outstanding 12% Senior Secured notes due 2017 with
new 12% Senior Secured Notes due 2017 (the Exchange Notes) that have been registered under the
Securities Act of 1933, as amended (the Securities Act). The Company is registering the Exchange
Offer in reliance on the Staffs position set forth in Exxon Capital Holdings Corporation,
SEC No-Action Letter (April 13, 1988).
In connection with the Exchange Offer, the Company represents that it has not entered into any
arrangement or understanding with any person to distribute the Exchange Notes to be received in the
Exchange Offer and to the best of Companys information and belief, each person participating in
the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution of the Exchange
Notes to be received in the Exchange Offer. In this regard, Company will make each person
participating in the Exchange Offer aware (through the prospectus included in the Registration
Statement or otherwise) that since the Exchange Offer is being registered for the purpose of
secondary resales, any securityholder using the Exchange Offer to participate in a distribution of
the Exchange Notes to be acquired in the Exchange Offer (1) cannot rely on the Staff position
enunciated in Exxon Capital Holdings Corporation SEC No Action Letter (April 13, 1989) or
similar letters and (2) must comply with registration and
prospectus delivery requirements of the Securities Act in connection with a secondary resale
transaction. The Company acknowledges that such a secondary resale transaction should be covered
by an effective registration statement containing the selling securityholder information required
by Item 507 of Regulation S-K.
Please direct any further questions or comments you may have regarding the Registration
Statement or this supplemental letter to me at (770) 829-3728 or our counsel, William Calvin Smith
III of Troutman Sanders LLP, at (404) 885-3136.
Sincerely,
/s/ Kenneth F. Khoury
Kenneth F. Khoury, Esq.
Executive Vice President and General Counsel
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cc: |
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Era Anagnosti, Securities and Exchange Commission, Staff Attorney
Craig Slivka, Securities and Exchange Commission, Special Counsel
Kenneth F. Khoury, Beazer Homes USA, Inc., Executive Vice President and General Counsel |