The New Home Company Inc. announced the expiration and final results of the previously-announced private exchange offer to certain Eligible Holders (as defined herein) (the âExchange Offerâ) for any and all of the Companyâs outstanding 7.250% Senior Notes due 2025 (the âExisting Notesâ) for new 8.250% Senior Notes due 2027 (the âExchange Notesâ) and the related consent solicitation (the âConsent Solicitationâ) with respect to the Existing Notes, to eliminate substantially all of the restrictive covenants and certain events of default (the âProposed Amendmentsâ) in the indenture, dated as of October 28, 2020, governing the Existing Notes (as supplemented or otherwise modified prior to the Settlement Date (as defined herein), the âExisting Indentureâ). The Exchange Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on June 29, 2023 (the âExpiration Dateâ). According to information provided by Global Bondholder Services Corporation (âGBSCâ), the Exchange Agent and Information Agent for the Exchange Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on the Expiration Date, the Company had received valid (and not withdrawn) tenders and valid (and not revoked) consents from holders of $229,759,000 in aggregate principal amount of the Existing Notes, representing approximately 99.7% of the aggregate principal amount outstanding of the Existing Notes.
The Company expects the Exchange Offer and Consent Solicitation to settle on July 5, 2023 (such date, the âSettlement Dateâ). The Exchange Offer and Consent Solicitation were made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated May 31, 2023 (the âOffering Memorandumâ). Consummation of the Exchange Offer and Consent Solicitation was subject to funds managed by affiliates of Apollo Global Management Inc. and/or one or more co-investors making a capital contribution to the Companyâs indirect parent in the aggregate amount of $25.0 million in exchange for additional equity in the form of common equity or comparable securities in such parent, and such proceeds being contributed to the Company in exchange for additional common equity of the Company (the âEquity Conditionâ).
The Exchange Offer and Consent Solicitation were also conditioned on the holders of at least 75% of the aggregate principal amount of Existing Notes (excluding any Existing Notes held by the Company and its affiliates) participating in the Exchange Offer (the âMinimum Participation Conditionâ). Both the Equity Condition and the Minimum Participation Condition have been satisfied as of the Expiration Date. As a result of having received valid (and not withdrawn) tenders and valid (and not revoked) consents from holders of approximately 99.55% of the aggregate principal amount outstanding of the Existing Notes as of the Early Tender Date, the Company and the trustee under the Existing Indenture entered into a supplemental indenture to the Existing Indenture to effect the Proposed Amendments (the âSupplemental Indentureâ).
The Proposed Amendments therein will not become operative unless and until Existing Notes representing at least a majority of the outstanding principal amount of Existing Notes (excluding Existing Notes owned by the Company or by any holder directly or indirectly controlling or controlled by or under direct or indirect common control with the Company) (the âRequisite Consentsâ) are accepted for exchange pursuant to the Exchange Offer on the Settlement Date.