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 “Exchange Offer”) for any and all of the Company’s outstanding 7.250% Senior Notes due 2025 (the “Existing Notes”) for new 8.250% Senior Notes due 2027 (the “Exchange Notes”) and the related consent solicitation (the “Consent Solicitation”) with respect to the Existing Notes, to eliminate substantially all of the restrictive covenants and certain events of default (the “Proposed Amendments”) 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 “Existing Indenture”). The Exchange Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on June 29, 2023 (the “Expiration Date”). According to information provided by Global Bondholder Services Corporation (“GBSC”), 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Solicitation, as of 5:00 p.m., New York City time, on the Expiration Date, the Company had received valid (and not withdrawn) tenders and valid (and not revoked) consents from holders of $229,759,000 in aggregate principal amount of the Existing Notes, representing approximately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 “Settlement Date”). 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 “Offering Memorandum”). 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 Company’s 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 “Equity Condition”).

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 “Minimum Participation Condition”). 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 “Supplemental Indenture”).

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 “Requisite Consents”) are accepted for exchange pursuant to the Exchange Offer on the Settlement Date.