Item 1.02 Termination of a Material Definitive Agreement
The information set forth under Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.02.
At the effective time of the Merger (as defined below) (the "Effective Time"),
the Company terminated its Credit Agreement, dated as of October 30, 2020 (the
"Existing Credit Agreement"), by and among the Company (as defined below), the
lenders and letter of credit issuers thereto and JPMorgan Chase Bank, N.A., as
administrative agent (as amended, restated, supplemented or otherwise modified
prior to the Effective Time). As of the Effective Time, there were no
outstanding loans or letters of credit under the Existing Credit Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by The New Home Company Inc. (the
"Company") on July 23, 2021, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") on July 23, 2021, with Newport Holdings, LLC
("Parent") and Parent's wholly-owned subsidiary, Newport Merger Sub, Inc.
("Merger Sub").
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, on August 10, 2021, Merger Sub commenced a tender offer (the
"Offer") to acquire any and all of the issued and outstanding shares of the
common stock, par value $0.01 per share (the "Shares"), of the Company, at a
price per Share of $9.00, net to the holders of such Shares, in cash, without
interest thereon and less any applicable tax withholding (the "Offer Price").
The Offer expired at 12:00 a.m., New York City time, on Wednesday, September 8,
2021 (the "Expiration Time"). According to American Stock Transfer & Trust
Company, LLC, the depositary for the Offer, as of the Expiration Time,
16,334,654 Shares were validly tendered in accordance with the terms of the
Offer and "received" (as defined in Section 251(h)(6)(f) of the General
Corporation Law of the State of Delaware (the "DGCL")) and not withdrawn,
representing approximately 89.95% of the outstanding Shares. The number of
Shares tendered satisfied the Minimum Condition (as defined in the Merger
Agreement. All conditions to the Offer having been satisfied or waived, on
September 8, 2021, Parent and Merger Sub accepted for payment all Shares validly
tendered (and not withdrawn) prior to the Expiration Time and will promptly pay
for such Shares.
On September 8, 2021, as a result of its acceptance of the Shares tendered in
the Offer, Merger Sub acquired a sufficient number of Shares to complete the
merger of Merger Sub with and into the Company (the "Merger"), without a vote of
the stockholders of the Company pursuant to Section 251(h) of the DGCL.
Accordingly, following the consummation of the Offer, Parent and Merger Sub
effected the Merger pursuant to Section 251(h) of the DGCL. At the Effective
Time, each outstanding Share (other than Shares owned directly by the Company
(or any wholly owned subsidiary of the Company), Parent, the Offeror or any of
their respective affiliates, in each case immediately before the Effective Time,
and Shares owned by any stockholders who have properly demanded their appraisal
rights in accordance with Section 262 of the DGCL) was converted into the right
to receive the Offer Price from Merger Sub. At the Effective Time, the Company
became a wholly-owned subsidiary of Parent (the "Surviving Corporation"). As a
result, a change of control of the Company occurred.
The Offer was made only for Shares and was not made for any outstanding Company
Stock Options (as defined in the Merger Agreement) or any outstanding Company
RSU Awards (as defined in the Merger Agreement). However, pursuant to the terms
of the Merger Agreement, immediately prior to the Effective Time, each Company
Stock Option that was outstanding and unexercised, whether vested or unvested,
and each Company RSU Award that was outstanding was by virtue of the Merger
automatically cancelled and terminated and converted into the right to receive
from the Surviving Corporation following the Effective Time, (i) in the case of
Company Stock Options, an amount in cash equal to (a) the aggregate number of
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
In connection with the consummation of the Offer and the Merger, the Company
notified the New York Stock Exchange ("NYSE") of the consummation of the Merger
and requested that NYSE file with the SEC a notification of removal from listing
and/or registration on Form 25 to effect the delisting of all Shares from NYSE
and the deregistration of such Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). NYSE is expected to file
the Form 25 with the SEC on September 8, 2021 and trading of Shares is expected
to be suspended effective prior to the open of trading on September 8, 2021. The
Company intends to file a certification and notice of termination of
registration on Form 15 with the SEC requesting the termination of registration
of the Shares under Section 12(g) of the Exchange Act and the suspension of
reporting obligations under Section 13 and 15(d) of the Exchange Act with
respect to the Shares.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant
The information set forth under Items 2.01, 5.02, and 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change of control of the Company
occurred and the Company became a wholly-owned subsidiary of Parent. Parent
obtained the funds necessary to fund the acquisition through equity financing
from certain funds managed by Apollo Management IX, L.P. and certain funds
managed by Apollo NA Management III, LLC.
Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger, each of H. Lawrence Webb,
Wayne Stelmar, Sam Bakhshandehpour, Michael J. Berchtold, Paul C. Heeschen,
Gregory P. Lindstrom, Cathey Lowe and Douglas C. Neff resigned as directors of
the Board of Directors of the Company (the "Company Board") and from all
committees of the Company Board on which such directors served, effective as of
the Effective Time. On September 8, 2021, pursuant to the Merger Agreement in
connection with the consummation of the Merger, the directors of Merger Sub,
Peter Sinensky and Tracy Vo (the "Post-Closing Directors"), became the directors
of the Surviving Corporation in lieu of the Company's existing directors. In
accordance with the Surviving Corporation's bylaws and
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Section 141(k) of the DGCL, following the Effective Time, Parent, as the sole
stockholder of the Surviving Corporation, will be removing the Post-Closing
Directors and electing additional directors of the Surviving Corporation.
Information about Peter Sinensky and Tracy Vo is contained in the Offer to
Purchase, filed by Parent and Merger Sub as Exhibit (a)(1)(A) to the Tender
Offer Statement on Schedule TO, originally filed with the SEC on August 10,
2021, which information is incorporated herein by reference.
Each officer of the Company immediately prior to the Effective Time became an
officer of the Surviving Corporation.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to the terms of the Merger Agreement, on September 8, 2021, the
Company's certificate of incorporation and bylaws were each amended and restated
in their entirety and became the certificate of incorporation and bylaws of the
Surviving Corporation. Copies of the amended and restated certificate of
incorporation and amended and restated bylaws are attached as Exhibits 3.1 and
3.2, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On September 8, 2021, NWHM and funds managed by affiliates of Apollo Global
Management, Inc. issued a joint press release announcing the completion of the
Offer and the consummation of the Merger. A copy of the Press Release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 and in Exhibit 99.1 of this Report
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of July 23, 2021, among
the Company, Newport Holdings, LLC and Newport Merger Sub, Inc.
(incorporated by reference to Exhibit 2.1 on the Current Report
on Form 8-K file No. 001-36283, filed on July 26, 2021)*
3.1 Second Amended and Restated Certificate of Incorporation of The
New Home Company Inc. (filed herewith)
3.2 Second Amended and Restated Bylaws of The New Home Company Inc.
(filed herewith)
99.1 Press Release, dated September 8, 2021 (filed herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company hereby undertakes to furnish supplemental copies of
any of the omitted exhibits and schedules upon request by the SEC; provided,
however, that the Company may request confidential treatment pursuant to Rule
24b-2 of the Exchange Act for any exhibits or schedules so furnished.
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