Item 1.01 Entry Into a Material Definitive Agreement
As previously disclosed, on July 23, 2021, The New Home Company Inc., a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Newport Holdings, LLC, a Delaware limited liability
company ("Parent") which is controlled by funds managed by affiliates of Apollo
Global Management, Inc., and Newport Merger Sub, Inc., a Delaware corporation
and a wholly owned, direct subsidiary of Parent ("Merger Sub"). In connection
with the transactions related to the Merger Agreement, on July 26, 2021, Merger
Sub launched a consent solicitation (the "Consent Solicitation") from registered
holders ("Holders") of the Company's 7.250% Senior Notes due 2025 (the "Notes")
to certain amendments (the "Amendments") to the Indenture, dated as of
October 28, 2020, by and among the Company, the subsidiary guarantors of the
Company party thereto (the "Guarantors") and U.S. Bank National Association as
trustee, as supplemented by the First Supplemental Indenture dated as of
February 24, 2021, the Second Supplemental Indenture dated as of March 9, 2021,
the Officer's Certificate dated as of February 24, 2021 and by the Global
Security for the 7.250% Senior Notes due 2025, as further amended or
supplemented (the "Indenture"), to eliminate the requirement to make a "Change
of Control Offer" with respect to the Notes in connection with the Merger (as
defined in the Merger Agreement) and to make certain other customary changes for
a privately-held company to the "Change of Control" provisions in the Notes.
In connection with the Consent Solicitation, on August 3, 2021, the Company and
each of the Guarantors entered into that certain Third Supplemental Indenture
(the "Third Supplemental Indenture") to the Indenture, which, when it becomes
operative, will effectuate the Amendments.
The Amendments and the Third Supplemental Indenture will not become operative
unless and until the satisfaction or waiver by Merger Sub of all conditions to
the Consent Solicitation and Merger Sub (or its successor in the Merger)
provides notice to Ipreo LLC, the information and tabulation agent for the
Consent Solicitation, that it will pay the requisite consent fee, which will not
occur until the Merger has been closed. If and when the Amendments become
operative, all current Holders, including non-consenting Holders, will be
subject to the terms of the Indenture as modified by the Third Supplemental
Indenture.
The foregoing description of the Amendments and the Third Supplemental Indenture
are not complete and are qualified in their entirety by reference to the Third
Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current
Report on Form 8-K (this "Report") and incorporated herein by reference.
Item 3.03 Material Modification of Rights to Security Holders.
The information set forth in Item 1.01 is incorporated by reference herein as
such information relates to the Notes.
Item 7.01 Regulation FD Disclosure.
On August 4, 2021, Merger Sub issued a press release announcing the receipt of
the requisite consents in connection with the Consent Solicitation. A copy of
the press release is attached hereto as Exhibit 99.1.
The information in this Report (including Exhibit 99.1) is furnished pursuant to
Item 7.01 and shall not be deemed "filed" for purposes of the Exchange Act or
otherwise subject to the liabilities of the Exchange Act. The information in
this Report will not be deemed an admission as to the materiality of any
information required to be disclosed solely to satisfy the requirements of
Regulation FD.
Item 8.01 Other Events.
On August 3, 2021, pursuant to the terms of the Merger Agreement, upon the
execution of Third Supplemental Indenture, the Marketing Period (as such term is
defined in the Merger Agreement) was completed.
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FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements which reflect management's
current views and estimates regarding the ability of the parties to complete the
proposed transaction and the expected timing of completion of the proposed
transaction, among other matters. The words "anticipate", "assume", "believe",
"continue", "could", "estimate", "expect", "forecast", "future", "guidance",
"imply", "intend", "may", "outlook", "plan", "potential", "predict", "project",
and similar terms and phrases are intended to identify forward-looking
statements, although not all forward-looking statements contain these
identifying words. The Company cannot assure investors that future developments
affecting the Company will be those that it has anticipated. Actual results may
differ materially from these expectations due to uncertainties related to the
timing and expected financing of the tender offer and the merger; uncertainty
surrounding how many of the Company's stockholders will tender their shares in
the tender offer; the possibility that any or all of the various conditions to
the consummation of the tender offer, including the failure to receive required
regulatory approvals from any applicable governmental entities, may not be
satisfied or waived in a timely manner, if at all; the possibility of business
disruptions due to transaction-related uncertainty; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
merger agreement; and other risks and uncertainties including those identified
under the heading "Risk Factors" in the Company's most recent Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the
SEC and available at www.sec.gov, and other filings that the Company may make
with the SEC in the future. If one or more of these risks or uncertainties
materialize, or if any of the Company's assumptions prove incorrect, the
Company's actual results may vary in material respects from those projected in
these forward-looking statements. Any forward-looking statement made by the
Company in this document speaks only as of the date hereof. Factors or events
that could cause the Company's actual results to differ may emerge from time to
time, and it is not possible for the Company to predict all of them. The Company
does not undertake and specifically disclaims any obligation to publicly update
or revise any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by any applicable
securities laws.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer for the outstanding shares of common stock of the Company has
not yet commenced. This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell shares of
the Company's common stock. The solicitation and offer to buy shares of the
Company's common stock will only be made pursuant to the tender offer materials
that Merger Sub intends to file with the SEC. At the time the tender offer is
commenced, Merger Sub will file a tender offer statement on Schedule TO with the
SEC, and the Company will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer. THE COMPANY'S STOCKHOLDERS ARE
ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the
tender offer statement and the solicitation/recommendation statement will be
mailed to the Company's stockholders free of charge. Investors and stockholders
may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be
amended or supplemented from time to time, and other documents filed by the
parties (when available) at the SEC's web site at www.sec.gov, by contacting
'the Company's Investor Relations either by telephone at (949) 382-7838, e-mail
at investorrelations@nwhm.com or on 'the Company's website at www.NWHM.com.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
4.1 Third Supplemental Indenture, dated August 3, 2021, among the
Company, the guarantors from time to time party thereto, and U.S. Bank
National Association, as trustee.
99.1 Press Release, dated August 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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