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): March 10, 2022
VINEBROOK HOMES TRUST, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
Maryland | | 000-56274 | | 83-1268857 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
300 Crescent Court, Suite 700 Dallas, Texas, 75201 |
(Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code: (214) 276-6300
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 |
| N/A | | N/A | | N/A |
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).
Emerging growth company ☒
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 10, 2022, VineBrook Homes Trust, Inc. (the “Company”), VB Three Equity, LLC, VB Three, LLC, and other subsidiaries of the Company entered into Amendment No. 1 to Revolving Credit Agreement with JPMorgan Chase Bank, National Association (the “Amendment”). The Amendment amends the Company’s Revolving Credit Agreement (the “Revolving Credit Agreement”), dated as of March 1, 2021, by and among each person listed on Schedule I thereto, the Company, VB Three Equity, LLC, VB Three, LLC, JPMorgan Chase Bank, National Association, a description of which is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on February 23, 2022 and incorporated herein by reference.
The Amendment provides that each advance under the Revolving Credit Agreement will bear interest at daily simple SOFR plus 2.85%. The Amendment also updates definitions relating to changing the benchmark from LIBOR to daily simple SOFR. Additionally, the Amendment provides that if the borrowings outstanding under the Revolving Credit Agreement exceed the borrowing base (a “Borrowing Base Shortfall”), then the borrowers will be required to repay an amount sufficient to eliminate the Borrowing Base Shortfall within two business day of the occurrence.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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.
| | VINEBROOK HOMES TRUST, INC. | |
| | | |
| | /s/ Brian Mitts | |
| | Name: | Brian Mitts |
| | Title: | Interim President, Chief Financial Officer, Assistant Secretary and Treasurer |
Date: March 15, 2022
