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CST: 23/09/2019 05:54:17   

Ashton Woods USA L.L.C. and Ashton Woods Finance Co. Announce the Early Results in Connection with their Previously Announced Tender Offer for Any and All of their Outstanding 6.875% Senior Notes Due 2021

179 Days ago

Atlanta, Georgia, March 27, 2019 (GLOBE NEWSWIRE) -- Ashton Woods USA L.L.C. and Ashton Woods Finance Co. (collectively, the “Companies”) announced today the results as of 5:00 p.m., New York City time, on March 26, 2019 (the "Early Tender Date") of their previously announced tender offer (the "Tender Offer") to purchase any and all of their 6.875% Senior Notes due 2021 (the "Notes").

As of the Early Tender Date, $204,756,000 aggregate principal amount of the Notes had been validly tendered and not withdrawn. All of the Notes tendered have been accepted for purchase on the terms set forth in the Offer to Purchase and related Letter of Transmittal, each dated March 13, 2019 (the “Offer Documents”). Holders of Notes validly tendered as of the Early Tender Date and accepted for purchase in accordance with the terms of the Tender Offer will receive payment of the Total Consideration ($1,002.86) per $1,000 principal amount of Notes, plus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date, today.

The terms and conditions of the Tender Offer, which are set forth in the Offer Documents, remain unchanged, including the withdrawal deadline, which was 5:00 p.m., New York City time, on March 26, 2019. Tendered Notes may no longer be withdrawn. The Company is making the Tender Offer only by, and pursuant to, the terms and conditions set forth in the Offer Documents.

The Tender Offer will expire at 12:00 Midnight, New York City time, at the end of the day on April 9, 2019, unless extended or earlier terminated (the "Expiration Date"). Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn.

This press release does not constitute an offer to sell any notes or an offer to purchase any Notes. Any offer to purchase the Notes will be made by means of an offer to purchase and related letter of transmittal. No offer or purchase will be made in any jurisdiction in which such an offer or purchase would be unlawful.

The Companies have engaged J.P. Morgan Securities LLC to act as dealer manager and D.F. King & Co., Inc. to act as tender agent and information agent for the Tender Offer. Persons with questions regarding the Tender Offer should contact J. P. Morgan Securities LLC at (212) 270‑6091. Requests for documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 or (866) 829-0135 (toll-free) or ashton@dfking.com.

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Ashton Woods is one of the nation’s largest private homebuilding companies, delivering over 40,000 homes to homeowners over the course of its 30 years in business. The company markets its homes through its two award-winning brands, Ashton Woods Homes and Starlight Homes. The Ashton Woods brand is known for blazing new trails in design and personalization to build homes as unique as the people who live in them, thanks to its industry leading experience at The Studio. The Starlight Homes brand builds homes specifically for the first-time homebuyer, offering affordable homes with thoughtful designs and quality finishes for buyers looking to make the dream of home ownership a reality. The company’s commitment to innovation and continually

Cory J. Boydston, Chief Financial Officer

Ashton Woods Homes

678-597-2121

cory.boydston@ashtonwoods.com

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