When the market is stable or when shares are strong, many companies choose to unload shares to raise capital. It may hurt the shareholders today but these moves can help grow a company down the road and also give them a capital buffer for hard times. On Tuesday we have news of secondary offerings from the housing and REIT sectors from stock sales by ARMOUR Residential REIT, Inc. (NYSE: ARR), Beazer Homes USA Inc. (NYSE: BZH), Meritage Homes Corporation (NYSE: MTH), and Senior Housing Properties Trust (NYSE: SNH).
ARMOUR Residential REIT, Inc. (NYSE: ARR) is selling 40,000,000 shares of common stock. This would be close to $300 million versus a market cap of $1.3 billion. Deutsche Bank Securities, BofA Merrill Lynch and Citigroup are the book-running managers. ARMOUR expects to grant the underwriters a 30-day option to purchase up to 6,000,000 additional shares of common stock. Use of Proceeds: “The Company intends to use the net proceeds of the offering to acquire additional agency securities as market conditions warrant and for general corporate purposes.” Shares are indicated down 2.5% at $7.25 against a 52-week range of $5.40 to $7.68.
Beazer Homes USA Inc. (NYSE: BZH) only had a market cap of $334 million at Monday’s closing bell, but the company filed to sell $75 million of its common stock and 3,000,000 (equal to $75 million) of its tangible equity units (comprised of a prepaid stock purchase contract and an unsecured senior amortizing note due 2015). Use of proceeds: “The Company intends to use the net proceeds from these concurrent offerings for growth capital, including for approximately $100 million of potential land investments in Florida, California, Texas, North Carolina and Arizona, and for general corporate purposes, including the repayment of outstanding indebtedness.” Book-runners are listed as Credit Suisse Securities, Goldman Sachs & Co., Deutsche Bank Securities, and UBS Securities; co-managers are KKR Capital Markets and Moelis & Company. Shares are down over 8% at $3.10 against a 52-week range of $1.35 to $3.98.
Meritage Homes Corporation (NYSE: MTH) sold 2.3 million shares at $34.75 per share to raise more than $75 million in a deal which was raised from 2 million shares. Citigroup, J.P. Morgan and Deutsche Bank Securities were the joint book-running managers and BofA Merrill Lynch was co-manager; the syndicate was given a 345,000 share overallotment option. Use of proceeds: “The Company plans to use the proceeds received from the offering for working capital and other general corporate purposes.” Shares closed at $35.38 and this is down only 0.5% at $35.21 against a 52-week range of $13.68 to $35.45.
Senior Housing Properties Trust (NYSE: SNH) is selling 8 million shares via Jefferies & Company, Citigroup, and UBS Investment Bank and the underwriters will have a 1.2 million share overallotment option. The filing shows an implied net proceeds of $172.8 million (or $198.7 million if overallotment is exercised) versus what was a $3.66 billion market value as of Monday’s close. The use of proceeds: “We intend to apply our net proceeds from this offering to repay amounts outstanding on our revolving credit facility. At July 6, 2012, we had $360.0 million outstanding under our revolving credit facility. The proceeds of those borrowings were used to repay the $225.0 million outstanding principal amount of our 8.625% unsecured senior notes due January 2012, to fund acquisitions and for general business purposes.” This REIT is indicated down 2.5% at $21.95 against a 52-week range of $19.09 to $24.64.
JON C. OGG