Adams Homes Announces Tender Offer Results and Closing of $250 Million Senior Note Offering

PENSACOLA, Fla., Oct. 6, 2023 — Adams Homes, Inc. (“Adams Homes”), one of the largest private homebuilders in the United States, announced today that as of 5:00 p.m. New York City time on October 4, 2023 (the “Early Participation Date”), holders of its outstanding 7.500% Senior Notes due 2025 (the “Notes”) had validly tendered approximately $148.1 million in aggregate principal amount of the Notes in connection with Adams Homes’ offer to purchase for cash up to $100 million in aggregate principal amount of the Notes (the “Tender Offer”), which Adams Homes commenced on September 21, 2023.

As a result of the oversubscription of the Tender Offer, Adams Homes has accepted for purchase tendered notes on a prorated basis in the manner described in Adams Homes’ Offer to Purchase dated September 21, 2023. The following table sets forth the outstanding principal amount of Notes, the principal amount that had been tendered and not withdrawn as of the Early Participation Date and the principal amount accepted for purchase and the approximate proration factor:

Total consideration of $1,002.50 for each $1,000 principal amount of Notes, plus accrued and unpaid interest, is expected to be paid today, October 6, 2023 to the holders of Notes tendered and accepted for purchase (the “Total Consideration”). The Total Consideration includes an early participation payment of $30.00 per $1,000 principal amount of Notes accepted for purchase. As a result of the oversubscription of the Tender Offer, Adams Homes will purchase Notes validly tendered as of the Early Participation Date using the approximate proration factor of 67.6%. No additional Notes tendered will be accepted under the terms of the Tender Offer. Adams Homes expects to return any Notes tendered but not accepted for payment promptly after the Early Participation Date.

In connection with the Tender Offer, Adams Homes has retained Wells Fargo Securities, LLC as the Dealer Manager. Questions regarding the Tender Offer should be directed to Wells Fargo Securities, LLC at 866-309-6316 (toll free) or 704-410-4759 or [email protected]. The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase, dated September 21, 2023. Holders are urged to read those documents carefully. Requests for documents should be directed to D.F. King & Co., Inc., the Information Agent for the Tender Offer, at 866-207-2239 (toll free) or 212-269-5550.

Adams Homes also announced today the closing of its previously announced issuance of $250 million aggregate principal amount of 9.250% Senior Notes due 2028 (the “Notes Offering”). The closing of the Notes Offering was a condition to Adams Homes’ obligation to purchase Notes tendered in the Tender Offer, and a portion of the net proceeds of the Notes Offering have been or will be used to pay the purchase price for the Notes accepted in the Tender Offer. Any remaining net proceeds will be used to repay outstanding borrowings under Adams Homes’ existing revolving credit facility, to pay fees, premiums and expenses related to the Tender Offer and repayment of outstanding borrowings, and for general corporate purposes.

Wells Fargo Securities, LLC acted as sole book-running manager for the Notes Offering.

This announcement is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any note in any jurisdiction in which such an offer or solicitation, or the sale of these notes, would be unlawful without registration or qualification under the securities laws of such jurisdiction.

About Adams Homes
Adams Homes is one of the largest private homebuilders in the United States, offering homebuyers the benefit of purchasing their home from an owner-operated company and the confidence of purchasing from a builder of scale and dependability. Adams Homes engages in lot acquisition, construction, marketing and sales operations in what have in recent past been some of the strongest homebuilding markets in the country, including Florida, Alabama, Mississippi, North Carolina, South Carolina, Georgia and Texas.

Forward-Looking Statements
Adams Homes makes statements in this press release that may be forward-looking statements within the meaning of the federal securities laws. You can identify forward-looking statements by the use of forward looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “estimates” or “anticipates,” or the negative words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve numerous risks and uncertainties, and should not be relied on as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and Adams Homes may not be able to realize them. Adams Homes does not intend, and it disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:
Brian Stringfellow
+1.850.934.0470
[email protected]

SOURCE Adams Homes, Inc.