ASHTON WOODS USA L.L.C. ANNOUNCES PRICING TERMS OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 6.625% SENIOR NOTES DUE 2028

ALPHARETTA, GA, July 25, 2025 (GLOBE NEWSWIRE) — Ashton Woods USA L.L.C. (“Ashton”) announced today the pricing terms of the previously announced cash tender offer (the “Offer”) to purchase any and all of the outstanding 6.625% Senior Notes due 2028 (the “Notes”), co-issued by Ashton and Ashton Woods Finance Co. (“Finance Co.”), a wholly owned subsidiary of Ashton. The Offer is made pursuant to an Offer to Purchase and a related Notice of Guaranteed Delivery, each dated July 21, 2025, which set forth the complete terms and conditions of the Offer.

Certain information regarding the Notes and the terms of the Offer is summarized in the table below. 

Issuers	Title of Security	CUSIP Numbers(2)	Principal Amount Outstanding	U.S. Treasury Reference Security	Reference Yield	Bloomberg Reference Page	Fixed Spread (basis points)	Purchase Price per $1,000 Principal Amount of Notes
Ashton Woods USA L.L.C. and Ashton Woods Finance Co.	6.625% Senior Notes due 2028(1)	045086AK1, U04537AF0 and 045086AL9	$250,000,000	3.875% UST due 01/15/26	4.246%	FIT3	0	$1,010.78

1.    The Notes are callable at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, starting on January 15, 2026.
2.    No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes.

The purchase price for each $1,000 principal amount of Notes validly tendered (the “Purchase Price”), and not validly withdrawn, and accepted for purchase pursuant to the Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above, plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages at 2:00 p.m., New York City time, on July 25, 2025, the date on which the Offer is currently scheduled to expire. The Purchase Price was based on a yield to January 15, 2026, the date of the next specified redemption price reduction under the indenture governing the Notes, and assuming the Notes are redeemed on January 15, 2026, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase.

In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial payment date for the Offer, which is expected to be July 28, 2025, assuming the Offer is not extended or earlier terminated. The payment date for any Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be July 30, 2025, assuming the Offer is not extended or earlier terminated.

The Offer is scheduled to expire at 5:00 p.m., New York City time, on July 25, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Tendered Notes may be validly withdrawn at any time (i) prior to the earlier of (x) the Expiration Time and (y) if the Offer is extended, the tenth business day after commencement of the Offer, and (ii) after the 60th business day after the commencement of the Offer, if for any reason the Offer has not been consummated within 60 business days after commencement. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes. Guaranteed deliveries will expire at 5:00 p.m., New York City time, on July 29, 2025, unless the Expiration Time is extended.

There can be no assurance that any Notes will be purchased. The Offer is conditioned upon the satisfaction of certain conditions, including the entrance into a binding commitment among Ashton and Finance Co. and an initial purchaser to issue and sell senior notes on terms and conditions satisfactory to Ashton yielding sufficient net cash proceeds for the aggregate consideration necessary to fund the Offer and the Redemption (as defined below) (including the applicable expenses and the payment of accrued and unpaid interest on repurchased Notes). The Offer is not conditioned on any minimum amount of Notes being tendered. Ashton expects to pay for the Notes purchased in the Offer with the proceeds from the contemporaneous senior notes offering.

To the extent the Offer is completed but we purchase less than all of the Notes in the Offer, on or shortly after the settlement date, we intend to issue a notice of redemption to redeem, on or about January 15, 2026, any Notes that remain outstanding and concurrently with the issuance of such notice of redemption to satisfy and discharge our obligations under the Notes and the indenture governing the Notes by depositing with the trustee for the Notes, in trust, solely for the benefit of the holders of the Notes, U.S. legal tender, U.S. government obligations or a combination thereof, in such amounts as would be sufficient to pay principal of, and premium and interest on, the Notes to the redemption date (collectively, the “Redemption”). This press release does not constitute a notice of redemption or an offer to purchase the Notes not purchased in the Offer.

The Offer may be amended, extended, terminated or withdrawn in Ashton’s sole discretion. There is no assurance that the Offer will be subscribed for in any amount.

Ashton has retained J.P. Morgan Securities LLC to serve as the exclusive dealer manager for the Offer and Kroll Issuer Services (US) to serve as the tender agent and information agent for the Offer.

Questions regarding the terms of the Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, by calling (866) 834-4666 (toll-free) or (212) 834-3046 (collect). Requests for documents should be directed to Kroll Issuer Services (US) by calling (877) 397-3046 (toll free in the US and Canada) or (646) 290-7158 (international) or emailing [email protected]. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: https://deals.is.kroll.com/ashtonwoods

None of Ashton, the dealer manager, the depositary, the tender agent nor the information agent makes any recommendation to any holder whether to tender or refrain from tendering any or all such holder’s Notes, and none of them have authorized any person to make any such recommendation. Holders are urged to carefully evaluate all information in the offer documents, consult their own investment and tax advisors and make their own decisions whether to tender notes.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes or any other securities. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This press release is incorporated by reference in the Offer to Purchase. 

About Ashton Woods
Ashton Woods is the largest private home builder in the United States according to Home Builder Executive. The company was recently named Builder of the Year by Builder magazine and was recognized in 2025 by Newsweek as a Most Trustworthy Company in America. Ashton Woods markets its homes through its two award-winning brands, Ashton Woods Homes and Starlight Homes. The Ashton Woods brand is known for designing thoughtfully curated, inspired homes for people who love design. The company’s industry-leading experience at the AW Studio and curation of distinct AW Collections® results in exceptional design and special designer touches in every Ashton Woods home. The Starlight Homes brand builds homes specifically for the first-time homebuyer, offering affordable homes with well-executed designs and quality finishes for buyers looking to make the dream of home ownership a reality. The company’s commitment to innovation and continually evolving to meet the needs of the market is a key reason it is one of the most celebrated homebuilders in the nation, winning hundreds of national and local industry awards in product design, community design, architecture, merchandising, sales, marketing, customer service and innovation.

Forward-Looking Statements
Certain statements and information in this press release may constitute “forward-looking statements,” including statements regarding the expected terms and timing of the senior notes offering and the Offer and the intended use of proceeds from the senior notes offering. The words “estimate,” “project,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “target,” “could,” “seek,” or other similar words or phrases are intended to identify forward-looking statements, which are generally not historical in nature, although not all forward-looking statements contain such identifying words. A forward looking statement speaks only as of the date on which such statement is made, and, except as required by law, Ashton undertakes no obligation to update or revise publicly any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events or new information, even if future events make it clear that any expected results that Ashton has expressed or implied will not be realized. Though Ashton is of the view that such forward looking statements are reasonable, the results or savings or benefits in the forward-looking statements may not be achieved. New factors emerge from time to time, and it is not possible for management to predict all such factors. For additional information regarding these risks and uncertainties, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase. 

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