| 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(as defined in Section 251(h)(6)(f) of the General Corporation Law of the State of Delaware (the “DGCL”)) and not withdrawn, representing approximately 89.95% of the outstanding Shares.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or waived, on September 8, 2021, Parent and Merger Sub accepted for payment all Shares validly tendered (and not withdrawn) prior to the Expiration Time and will promptly pay for such Shares.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 Shares underlying such Company Stock Option immediately prior to the Effective Time multiplied by (b) an amount equal to (x) the Merger Consideration (as defined in the Merger Agreement) less (y) the exercise price per share of such Company Stock Option, without interest and less any applicable withholding taxes and (ii) in the case of Company RSU Awards, an amount in cash equal to the product of (a) the Merger Consideration multiplied by (b) the aggregate number of Shares underlying such Company RSU Award immediately prior to the Effective Time, without interest and less any applicable withholding taxes.
