UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 22, 2021
The New Home Company Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36283 | 27-0560089 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
15231 Laguna Canyon Road, Suite 250, Irvine, California | 92618 |
(Address of principal executive offices) | (Zip Code) |
| | | |
| | (949) 382-7800 | |
Registrant’s telephone number, including area code |
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | NWHM | New York Stock Exchange |
| Series A Junior Participating Preferred Share Purchase Rights | -- | New York Stock Exchange |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
On February 22, 2021, The New Home Company Inc., a Delaware corporation (the “Company”) issued a press release announcing that it had commenced a private tack-on offering (the “Offering”) of $35.0 million aggregate principal amount of senior notes due 2025 (the “2025 Notes”). The 2025 Notes are an additional issuance of our existing 7.25% Senior Notes due 2025 and will be issued under the indenture dated as of October 28, 2020 (the “Indenture”), pursuant to which we previously issued $250,000,000 in aggregate principal amount of 7.25% Senior Notes due 2025 (the “Existing 2025 Notes”). The 2025 Notes have identical terms as the Existing 2025 Notes other than with respect to the date of issuance and issue price. The 2025 Notes, together with the Existing 2025 Notes, will be treated as a single class for all purposes under the Indenture. The Company intends to use the net proceeds from the Offering for general corporate purposes, including land acquisition, investment in new markets and working capital, and to pay fees and expenses in connection with the Offering. In accordance with Rule 135c of the Securities Act of 1933, as amended (the “Securities Act”), a copy of this press release is being filed as Exhibit 99.1 to this report and, accordingly, this report is not intended to and does not constitute an offer to sell or a solicitation for an offer to purchase any securities of the Company.
The 2025 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 22, 2021 | |
| | |
| | The New Home Company Inc. |
| | | |
| | By | /s/ John M. Stephens |
| | | John M. Stephens, Executive Vice President and Chief Financial Officer |
