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): August 12, 2015
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) |
(I.R.S. Employer Identification Number) |
|
2805 Dallas Parkway, Suite 400 Plano, Texas |
75093 |
|
| (Address of principalexecutive 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2015, Green Brick Partners, Inc., a Delaware corporation (the “ Company ”), entered into Amendment No. 1 (the “ Amendment ”) to the Section 382 Rights Agreement, dated as of March 27, 2014, between the Company (formerly known as Biofuel Energy Corp.) and Broadridge Corporate Issuer Solutions, Inc. as rights agent (the “ Rights Agreement ”), which protects the Company from a possible limitation on the Company’s ability to use its net operating loss carryforwards and other future tax benefits. The Amendment, which was unanimously approved by the Company’s board of directors, increases the purchase price for each one one-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock, par value $0.01 per share (the “ Preferred Stock ”) from $13.50 to $30.00 per one one-thousandth of a share of Preferred Stock. The Amendment also extends the expiration date of the Rights Agreement from March 27, 2017 to March 27, 2019, effective upon the approval of a majority of the votes cast by the Company’s stockholders present in person or by proxy and voting on such matter at the Company’s next annual meeting of stockholders.
The Rights Agreement is described in and included as an exhibit to the Company’s Current Report on Form 8-K filed March 27, 2014. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01 Financial Statements and Exhibits
| (d) Exhibits | |||
|
Exhibit No. |
Exhibit |
||
| 4.1 | Amendment No. 1, dated as of August 12, 2015, to Section 382 Rights Agreement, between Green Brick Partners, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent. | ||
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 | |
| Name: | Richard A. Costello | |
| Title: | Chief Financial Officer | |
Date: August 14, 2015
EXHIBIT INDEX
Green Brick Partners, Inc. 8-K
Exhibit 4.1
AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT
This Amendment No. 1, dated as of August 12, 2015 (this “ Amendment ”), to the Section 382 Rights Agreement, dated as of March 27, 2014 (the “ Rights Agreement ”), is made between Green Brick Partners, Inc., a Delaware corporation (the “ Company ”), and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agent ”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.
WHEREAS, the Board of Directors of the Company (the “ Board ”) has determined it is in the best interests of the Company and its stockholders to revise the definition of “Final Expiration Date” contained in Section 1 of the Rights Agreement and extend the expiration date of the Rights Agreement, subject to the approval of the stockholders of the Company;
WHEREAS, the Board has determined it is in the best interests of the Company and its stockholders to revise the definition of “Purchase Price” contained in Section 1 of the Rights Agreement;
WHEREAS, pursuant to its authority under Section 26 of the Rights Agreement, the Board has authorized and approved this Amendment to the Rights Agreement as of the date hereof, and an appropriate officer of the Company has delivered a certificate to the Rights Agent in accordance with Section 26 of the Rights Agreement.
NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth in this Amendment, the parties hereby agree as follows:
1. The Company hereby directs the Rights Agent, in its capacity as Rights Agent and in accordance with Section 26 of the Rights Agreement, to execute this Amendment.
2. The definition of “Final Expiration Date” contained in Section 1 of the Rights Agreement is hereby amended, subject to the approval of such amendment by a majority of the votes cast by the stockholders present in person or by proxy and voting on such matter at the Company next annual meeting of stockholders, to read in its entirety as follows:
“ Final Expiration Date ” shall mean the Close of Business on March 27, 2019.
3. The definition of “Purchase Price” contained in Section 1 of the Rights Agreement is hereby amended to read in its entirety as follows:
“ Purchase Price ” with respect to each Right shall mean $30.00, as such amount may from time to time be adjusted as provided in this Rights Agreement, and shall be payable in lawful money of the United States of America. All references herein to the Purchase Price shall mean the Purchase Price as in effect at the time in question.
4. The address for notices or demands to or on the Company contained in Section 25 of the Rights Agreement is hereby amended to read in its entirety as follows:
Greek Brick Partners, Inc.
2805 Dallas Parkway, Suite 400
Plano, Texas 75093
Attention: Chief Executive Officer
5. This Amendment shall be deemed to be a contract made under the law of the State of Delaware and for all purposes shall be governed by and construed in accordance with the law of such State applicable to contracts to be made and performed entirely within such State.
6. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature. This Amendment shall be effective as of the Close of Business on the date hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| GREEN BRICK PARTNERS, INC. | ||
| By: | /s/ James R. Brickman | |
| Name: James R. Brickman | ||
| Title: Chief Executive Officer | ||
|
BROADRIDGE CORPORATE ISSUER
SOLUTIONS, INC., as Rights Agent |
||
| By: | /s/ John Dunn | |
| Name: John Dunn | ||
| Title: Vice President | ||