Item 1.01 Entry Into a Material Definitive Agreement
OnJune 26, 2020 , TheNew Home Company Inc. (the "Company") entered into a Third Modification Agreement (the "Modification") to its Amended and Restated Credit Agreement, dated as ofMay 10, 2016 , as modified by the Modification Agreement dated as ofSeptember 17, 2017 , and the Second Modification Agreement dated as ofAugust 7, 2019 (as further modified, supplemented or amended, the "Credit Agreement"). The Modification was entered into by and among the Company, the lenders party to theCredit Agreement andU.S. Bank National Association , d/b/aHousing Capital Company , as administrative agent (the "Agent"). The Credit Agreement provides for an unsecured asset based revolving credit facility (the "Credit Facility"). As ofJune 26, 2020 , the Company had no borrowings or letters of credit outstanding under the Credit Facility. The Modification, among other things: (i) extends the maturity date of the Credit Facility toSeptember 30, 2021 , (ii) decreases the total commitments under the Credit Facility from$130 million to$60 million and the accordion option from$200 million to$150 million , (iii) reduces the Company's minimum consolidated tangible net worth covenant from$180 million to$150 million plus 50% of the cumulative consolidated net income earned by the Company and its guarantors from and afterMarch 31, 2020 plus 50% of the aggregate proceeds received by the Company (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter commencing on or after closing, (iv) reduces the maximum net leverage ratio (subject to a minimum liquidity amount of$10 million ) ("net leverage ratio") from 65% to 60%, (v) modifies the restriction on secured indebtedness to an aggregate maximum of$10 million , and (vi) modifies the restriction on repurchases of the Company's senior notes as follows Net Leverage Ratio Maximum per Quarter Greater than 55% None Permitted Less than or equal to 55%$5,000,000 Less than or equal to 50%$10,000,000 Less than or equal to 45% No Restriction
The interest rate on borrowings will be LIBOR-based plus an applicable margin which varies based on the Company's net leverage ratio ranging from 3.50% to 4.50% (and an undrawn fee ranging from 0.35% to 0.80%); provided that LIBOR shall be subject to a LIBOR floor.
The foregoing description is qualified in its entirety by reference to the
Modification, a copy of which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ending
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off
Balance Sheet Arrangement of a Registrant
The disclosure set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
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