Adams Homes Commences Cash Tender Offer for up to $100,000,000 outstanding principal amount of its 7.500% Senior Notes Due 2025

PENSACOLA, Fla., Sept. 21, 2023 /PRNewswire/ -- Adams Homes, Inc. ("Adams Homes"), one of the largest private homebuilders in the United States, today commenced an offer to purchase for cash up to $100,000,000 aggregate principal amount (subject to increase by the Company, the "Maximum Tender Amount") of the 7.500% Senior Notes Due 2025 (the "Notes") upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 21, 2023.

Information relative to the tender offer is set forth in the table below.

The tender offer will expire at 5:00 p.m., New York City time, on October 20, 2023, unless extended (such date and time, as the same may be extended, the "Expiration Date"). Holders of the Notes who validly tender their Notes pursuant to the offer by 5:00 p.m., New York City time, on October 4, 2023, unless extended (such date and time, as the same may be extended, the "Early Participation Date"), will be paid, for each $1,000 principal amount of the Notes accepted for purchase, cash in an amount equal to $1,002.50 (the "Total Consideration"), which includes an early participation payment of $30.00 per $1,000 principal amount of Notes accepted for purchase (the "Early Participation Payment"). Holders who validly tender their Notes after the Early Participation Date but prior to the Expiration Date will be paid, for each $1,000 principal amount of the Notes accepted for purchase, cash in an amount equal to the Total Consideration minus the Early Participation Payment, or $972.50 (the "Tender Offer Consideration").

Notes that are tendered and accepted for purchase at or prior to the Early Participation Date will be settled only on the date that we refer to as the "Initial Payment Date," which will promptly follow the Early Participation Date. We currently expect the Initial Payment Date to be October 6, 2023. Notes that are tendered and accepted for purchase after the Early Participation Date but before the Expiration Date will be settled only on the date that we refer to as the "Final Payment Date," which will promptly follow the Expiration Date. We currently expect the Final Payment Date to be October 24, 2023. If no additional Notes are tendered after the Early Participation Date, or if the tender offer is fully subscribed as of the Early Participation Date, there will be no Final Payment Date.

In addition to the applicable Tender Offer Consideration or the Total Consideration, as the case may be, all Notes accepted for purchase will also receive accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the Initial Payment Date or the Final Payment Date, as applicable, for the Notes.

Subject to the terms and conditions of the Offer to Purchase (and any amendments or supplements thereto), we will accept for payment only validly tendered Notes up to an aggregate principal amount of Notes equal to the Maximum Tender Amount. If the aggregate principal amount of Notes validly tendered exceeds the Maximum Tender Amount, proration will occur if we accept Notes for purchase pursuant to the Offer to Purchase. If the aggregate principal amount of Notes validly tendered as of the Early Participation Date is less than the Maximum Tender Amount, Notes validly tendered after the Early Participation Date may be subject to proration, whereas Notes validly tendered at or prior to the Early Participation Date will not be subject to proration. If the aggregate principal amount of Notes validly tendered on or prior to the Early Participation Date exceeds the Maximum Tender Amount, we will not accept any Notes for purchase after the Early Participation Date, there will be no Final Payment Date and Notes tendered on or prior to the Early Participation Date will be subject to proration.

Adams Homes will not be required to purchase any of the Notes tendered unless certain conditions have been satisfied, including the receipt of the net proceeds of a proposed debt financing in an amount sufficient to effect the repurchase of all of the Notes validly tendered and accepted for purchase pursuant to the offer.

We reserve the right to increase the aggregate principal amount of Notes to be accepted at any time, subject to compliance with applicable law, which could result in purchasing a greater principal amount of Notes in the tender offer. There can be no assurance that we will exercise our right to increase the aggregate principal amount to be accepted.

Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on October 4, 2023, unless extended.

This press release shall not constitute an offer to purchase or a solicitation of an offer to sell with respect to any Notes. Any offer to purchase the Notes will be made only by means of an Offer to Purchase. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful.

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 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.

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.

SOURCE Adams Homes, Inc.