false 0001373670 0001373670 2020-12-22 2020-12-22

 

 

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): December 22, 2020

 

 

Green Brick Partners, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-33530   20-5952523

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2805 Dallas Pkwy, Ste 400

Plano, TX

  75093
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (469) 573-6755

(Former name or former address, if changed since last report): Not Applicable

 

 

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, par value $0.01 per share   GRBK   The Nasdaq Stock Market LLC

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 December 22, 2020, Green Brick Partners, Inc., a Delaware corporation (the “Company”), as borrower, entered into the Seventh Amendment (the “Seventh Amendment”) to the Credit Agreement, with the lenders named therein and Flagstar Bank, FSB, as administrative agent (as previously amended, the “Credit Agreement”).

Pursuant to the Seventh Amendment, the Credit Agreement was amended to reflect the new revolving credit commitment of $50.0 million from Goldman Sachs Bank USA and to extend the maturity date of the Credit Agreement to December 14, 2023. As amended, the aggregate principal amount of the revolving credit commitments under the Credit Agreement will be increased from $215.0 million to $265.0 million through December 14, 2021, $235.0 million through December 14, 2022 and $160.0 million through December 14, 2023.

All other material terms of the Credit Agreement, as amended, remained unchanged. The description above is qualified in its entirety by the Seventh Amendment, a copy of which is filed as Exhibit 10.43 to this Current Report on Form 8-K.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit

    No.    

  

Description

10.43    Seventh Amendment to the Credit Agreement, dated December 22, 2020, by and among Green Brick Partners, Inc., the lenders named therein, and Flagstar Bank, FSB, as administrative agent.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

GREEN BRICK PARTNERS, INC.
By:  

/s/ Richard A. Costello

  Richard A. Costello
  Chief Financial Officer

Date: December 30, 2020

Exhibit 10.43

EXECUTION VERSION

SEVENTH AMENDMENT dated as of December 22, 2020 (this “Agreement”) by and among GREEN BRICK PARTNERS, INC. (the “Borrower”), the NEW LENDER party hereto, the LENDERS party hereto and FLAGSTAR BANK, FSB (“Flagstar”), as administrative agent (the “Administrative Agent”), to the CREDIT AGREEMENT dated as of December 15, 2015 (as amended by the First Amendment, dated as of August 31, 2016, the Second Amendment, dated as of December 1, 2016, the Third Amendment, dated as of September 1, 2017, the Fourth Amendment, dated as of December 1, 2017, the Fifth Amendment, dated as of November 2, 2018, and the Sixth Amendment, dated as of December 17, 2019, and as in effect prior to the effectiveness of this Agreement, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and the Administrative Agent.

WHEREAS, the Lenders have agreed to extend credit to the Borrower under the Credit Agreement on the terms and subject to the conditions set forth therein; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement;

WHEREAS, the Borrower and the Lenders party hereto desire that certain provisions of the Credit Agreement be amended as provided herein (as so amended, the “Amended Credit Agreement”); and

WHEREAS, pursuant to Section 2.22 of the Amended Credit Agreement, the Borrower has requested that the Termination Date be extended from December 14, 2022 to December 14, 2023;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendment. Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a) Schedule I to the Credit Agreement shall be replaced with Schedule I attached hereto, which reflects the Revolving Credit Commitments of all Lenders after giving effect to the new Revolving Credit Commitment established on the Amendment Effective Date as set forth on Schedule II hereto (such new Revolving Credit Commitment, the “New Commitment”), and the applicable Termination Date of the Lenders after giving effect to the Maturity Extension (as defined below).

SECTION 2. Revolving Credit Commitments. (a) As of the Amendment Effective Date, each Lender shall have a Revolving Credit Commitment in the amount set forth opposite such Lender’s name on Schedule I hereto and the aggregate principal amount of the Revolving Credit Commitments shall be $265,000,000.

 


(b) The New Commitment and the Revolving Credit Advances made thereunder shall have the terms applicable to the Revolving Credit Commitments in effect on the Amendment Effective Date and the Revolving Credit Advances and other extensions of credit made thereunder. On the Amendment Effective Date, Goldman Sachs Bank USA (the “New Lender”), which is providing a New Commitment pursuant to this Agreement, shall become a Lender under the Amended Credit Agreement having the Revolving Credit Commitment set forth opposite its name on Schedule I attached hereto and shall be bound by the obligations in the Amended Credit Agreement as a Lender and entitled to the benefits of the Amended Credit Agreement, effective as of the Amendment Effective Date.

(c) On the Amendment Effective Date, the New Lender shall fund its pro rata share (calculated after giving effect to the New Commitment) of the Revolving Credit Advances that are outstanding immediately prior to the Amendment Effective Date.

(d) The Administrative Agent hereby consents to this Agreement.

(e) The New Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lenders on or prior to the Amendment Effective Date.

SECTION 3. Consent to Extension Request. Pursuant to Section 2.22 of the Amended Credit Agreement, each Lender (including the New Lender) so indicating on its signature page to this Agreement (each such Lender, a “Consenting Lender”) agrees to extend the Termination Date (the “Maturity Extension”) with respect to its Revolving Credit Commitments (including with respect to the New Commitment, in the case of the New Lender) for a period of one year, to December 14, 2023. This agreement to extend the Termination Date is subject in all respects to the terms of the Amended Credit Agreement. For the avoidance of doubt, upon satisfaction of the applicable conditions set forth in Sections 2.22(e) and (f) of the Amended Credit Agreement, the Maturity Extension of each Consenting Lender shall be effective as of December 22, 2020, which shall be the Anniversary Date contemplated by Section 2.22 of the Amended Credit Agreement.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders party hereto (including the New Lender) that:

(a) This Agreement has been duly authorized, executed and delivered by the Borrower and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 

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(b) On the Amendment Effective Date, and after giving effect to this Agreement, the representations and warranties of the Borrower set forth in the Amended Credit Agreement are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects), as though made on and as of the Amendment Effective Date.

(c) On and as of the Amendment Effective Date, no event has occurred and is continuing that constitutes a Default or Event of Default.

(d) After giving effect to the establishment on the Amendment Effective Date of the New Commitment, (A) the Borrower will be in compliance with the covenants set forth in Sections 6.01(a), (b) and (c) of the Amended Credit Agreement and (B) the compliance certificate dated as of November 3, 2020 previously delivered to the Administrative Agent by the Borrower remains true and accurate on and as of the Amendment Effective Date.

SECTION 5. Conditions to Effectiveness. This Agreement, the New Commitment and, with respect to each Consenting Lender, its consent hereunder to the Maturity Extension, shall become effective on the date and at the time (the “Amendment Effective Date”, which shall also be the “Increased Facility Closing Date” contemplated by Section 2.21 of the Amended Credit Agreement with respect to the New Commitment) on which each of the following conditions is first satisfied:

(a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower, the New Lender, each other Consenting Lender and the Lenders constituting Required Lenders under the Credit Agreement (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement.

(b) On such date and after giving effect to this Agreement, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance with the financial covenants set forth in Sections 6.01(a), (b) and (c) of the Amended Credit Agreement, (iii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects; provided that to the extent any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all respects, and (iv) the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed by an Authorized Financial Officer, confirming compliance with (x) clauses (i), (ii) and (iii) of this Section 5(b) and (y) the representations and warranties contained in Section 4 above.

(c) The Administrative Agent shall have received a favorable opinion (addressed to the Administrative Agent and the Lenders (including the New Lenders) and dated the Amendment Effective Date) of Greenberg Traurig, LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.

 

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(d) The Administrative Agent shall have received certified copies of resolutions of the Board of Directors (or its equivalent) of each Loan Party approving this Agreement, the New Commitment and the Maturity Extension, articles of incorporation and by-laws (or the equivalent) of each Loan Party and certificates of incumbency and good standing (or such other documents and certificates as the Administrative Agent or its counsel may reasonably request in lieu thereof), all in form and substance reasonably satisfactory to the Administrative Agent.

(e) The Lenders party hereto (including the New Lender) shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

(f) The Administrative Agent shall have received, in immediately available funds, payment of all fees and reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or under Sections 6(a) and 6(b) hereof.

The Administrative Agent shall notify the Borrower and the Lenders party hereto (including the New Lender) of the Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 6. Fees and Expenses.

(a) The Borrower agrees to pay to the New Lender an upfront fee of 0.50% of the aggregate amount of the New Lender’s New Commitment as set forth in Schedule II hereto, which fee shall be due and payable on the Amendment Effective Date.

(b) The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Agreement and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.

(c) The Borrower agrees to pay to each Consenting Lender, except for the New Lender, an upfront fee of 0.15% of the aggregate amount of such Consenting Lender’s extended Revolving Credit Commitments as set forth on Schedule III hereto (except with respect to the Revolving Credit Commitments of the New Lender), which fee shall be due and payable on December 22, 2020 prior to the effectiveness of the Maturity Extension.

SECTION 7. Acknowledgement. Execution of this Agreement by a Lender and by the Borrower constitute the acknowledgment (i) of the notice to such Lender and the Borrower, respectively, of the matters contemplated by Sections 2.22(a), (b) and (c), respectively, of the Amended Credit Agreement, (ii) in the case of the

 

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Administrative Agent, of the activation notice contemplated by Section 2.21 of the Amended Credit Agreement, (iii) in the case of the Administrative Agent, Borrower and New Lender, of the New Lender Supplement contemplated by Section 2.21 of the Amended Credit Agreement, which New Lender Supplement shall be this Agreement, and (iv) that, upon execution hereof by Flagstar Bank, FSB, TCF National Bank (as successor to Chemical Bank) and Goldman Sachs Bank USA, the minimum extension requirement contemplated by Section 2.22(e) of the Amended Credit Agreement shall be satisfied.

SECTION 8. Effect of this Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Agreement, the Amended Credit Agreement and the other Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the Amended Credit Agreement in similar or different circumstances. This Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement, the Amended Credit Agreement and the other Loan Documents.

SECTION 9. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. Counterparts. This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

SECTION 11. Headings. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

 

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SECTION 12. Arranger. Flagstar shall act as the sole lead arranger and sole book runner in connection with this Agreement and the transactions contemplated hereby and, for the avoidance of doubt, shall be considered an “Arranger” for all purposes of the Amended Credit Agreement.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

GREEN BRICK PARTNERS, INC.
    By  

/s/ Richard A. Costello

  Name: Richard A. Costello
  Title: Chief Financial Officer

[Signature Page to Seventh Amendment]


FLAGSTAR BANK, FSB, as Administrative Agent, a Consenting Lender and a Lender
By  

/s/ Jerry C. Schillaci

  Name: Jerry C. Schillaci
  Title: Vice President

[Signature Page to Seventh Amendment]


TCF NATIONAL BANK, a national banking association, successor by merger to Chemical Bank

as a Consenting Lender and a Lender

By  

/s/ Ronald Konstantinovsky

  Name: Ronald Konstantinovsky
  Title: Vice President

[Signature Page to Seventh Amendment]


GOLDMAN SACHS BANK USA,

as a New Lender, Consenting Lender and a Lender

By  

/s/ Thomas Manning

  Name: Thomas Manning
  Title: Authorized Signatory

[Signature Page to Seventh Amendment]


REAFFIRMATION

December 22, 2020

Reference is made to the Seventh Amendment, dated as of December 22, 2020 (the “Seventh Amendment”), by and among Green Brick Partners, Inc. (the “Borrower”), the lenders party thereto and Flagstar Bank, FSB, as administrative agent (the “Administrative Agent”), to the Credit Agreement, dated as of December 15, 2015 (as amended by the First Amendment, dated as of August 31, 2016, the Second Amendment, dated as of December 1, 2016, the Third Amendment, dated as of September 1, 2017, the Fourth Amendment, dated as of December 1, 2017, the Fifth Amendment, dated as of November 2, 2018, and the Sixth Amendment, dated as of December 17, 2019, as amended, amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto and the Administrative Agent. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Each of the undersigned Loan Parties (which, for the avoidance of doubt, collectively constitute the Loan Parties to the Credit Agreement as of the date hereof) hereby consents to the Seventh Amendment and the transactions contemplated thereby. Each of the undersigned Loan Parties further (a) affirms and confirms its respective guarantees, pledges, grants of security interests and other obligations under the Credit Agreement and each of the other Loan Documents to which it is a party, in respect of, and to secure, the Obligations, (b) agrees that, notwithstanding the effectiveness of the Seventh Amendment and the transactions contemplated thereby, the Loan Documents to which it is a party, and such guarantees, pledges, grants of security interests and other obligations thereunder, shall continue to be in full force and effect in accordance with the terms thereof and (c) represents and warrants that as of the date hereof that this reaffirmation and the transactions contemplated hereby have been duly authorized, executed and delivered by such Loan Party and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Borrower reaffirms and acknowledges its obligations to the Administrative Agent with respect to the Loan Documents.

[Signature page follows]


GREEN BRICK PARTNERS, INC.
    By  

/s/ Richard A. Costello

  Name: Richard A. Costello
  Title: Chief Financial Officer

 

CB JENI BERKSHIRE PLACE LLC

CB JENI – BRICK ROW TOWNHOMES, LLC

CB JENI HOMES DFW LLC

CB JENI MUSTANG PARK LLC

GRBK CHURCH STREET, LLC

GRBK DEVORE, LLC

GRBK EDGEWOOD LLC

GRBK FRISCO LLC

GRBK GC, LLC

GRBK HAYNES, LLC

GRBK STRINGER, LLC

GRBKMP, LLC

JBGL ATLANTA DEVELOPMENT, LLC

JBGL ATLANTA DEVELOPMENT 2014, LLC

JBGL BUILDER FINANCE LLC

JBGL CHATEAU, LLC

JBGL EXCHANGE LLC

JBGL HAWTHORNE, LLC

JBGL MUSTANG LLC

JBGL OWNERSHIP LLC

JOHNS CREEK 206, LLC

NORMANDY HOMES CYPRESS MEADOWS, LLC

NORMANDY HOMES LAKESIDE, LLC

SGHDAL LLC

THE PROVIDENCE GROUP OF GEORGIA, L.L.C.

THE PROVIDENCE GROUP OF GEORGIA CUSTOM HOMES, L.L.C.

TPG HOMES, L.L.C.

TROPHY SIGNATURE HOMES, LLC

TSHH, LLC

TSHWS, LLC

    By  

/s/ Richard A. Costello

  Name: Richard A. Costello
  Title:   Chief Financial Officer, President or             Vice President, as applicable

[Signature Page to Reaffirmation Agreement]


SCHEDULE I

Revolving Credit Commitments

 

Lenders

   Revolving Credit
Commitments
     Termination Date  

Flagstar Bank, FSB

   $ 80,000,000        December 14, 2023  

Goldman Sachs Bank USA

   $ 50,000,000        December 14, 2023  

Citibank, N.A.

   $ 40,000,000        December 14, 2022  

JPMorgan Chase Bank, N.A.

   $ 35,000,000        December 14, 2022  

TCF National Bank (as successor to Chemical Bank)

   $ 30,000,000        December 14, 2023  

Credit Suisse AG, Cayman Islands Branch

   $ 30,000,000        December 14, 2021  

Total

   $ 265,000,000     


SCHEDULE II

New Commitment

 

New Lender

   New Commitment  

Goldman Sachs Bank USA

   $ 50,000,000  

Total

   $ 50,000,000  


SCHEDULE III

Extended Commitments

 

Lenders

   Revolving
Credit Commitments
 

Flagstar Bank, FSB

   $ 80,000,000  

Goldman Sachs Bank USA

   $ 50,000,000  

TCF National Bank (as successor to Chemical Bank)

   $ 30,000,000  

Total

   $ 160,000,000