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 1, 2017

 
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 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))
 
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 or 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 1, 2017, Green Brick Partners, Inc., a Delaware corporation (the “ Company ”), as borrower, entered into Amendment No. 4 to the Credit Agreement (the “ Amendment No. 4 ”), with the lenders named therein, and Flagstar Bank, FSB (“ Flagstar ”), as administrative agent, which further amends the Credit Agreement, dated December 15, 2015 (as amended by the First Amendment to Credit Agreement, dated September 1, 2016, Amendment No. 2 to the Credit Agreement, dated December 1, 2016, and the Third Amendment to the Credit Agreement, dated September 1, 2017, the “ Credit Agreement ”), between the Company, the lenders named therein, and Flagstar, as successor administrative agent, providing for a senior, unsecured revolving credit facility (the “ Unsecured Revolving Credit Facility ”). Amendment No. 4 extends the termination date with respect to commitments under the Unsecured Revolving Credit Facility from December 14, 2019 to December 14, 2020.  This extension will become effective upon the payment of an upfront fee of 0.15% of the aggregate amount of any extended commitments on December 15, 2017.

The preceding description of the Credit Agreement and Amendment No. 4 is qualified in its entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, and incorporated herein by reference.

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 and in the Company’s Current Reports on Form 8-K filed on December 18, 2015, September 1, 2016, December 1, 2016 and September 6, 2017, is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
 
Description of Exhibit
 
Credit Agreement, dated as of December 15, 2015, among Green Brick Partners, Inc., the lenders named therein, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 18, 2015 (File No. 001-33530)).
 
First Amendment to Credit Agreement, dated as of August 31, 2016, by and among Green Brick Partners, Inc., Flagstar Bank, FSB, the lenders named therein, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 1, 2016 (File No. 001-33530)).
 
Amendment No. 2 to the Credit Agreement, dated as of December 1, 2016, by and among Green Brick Partners, Inc., the lenders named therein, and Citibank, N.A., as agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 1, 2016 (File No. 001-33530)).
 
Third Amendment to Credit Agreement, dated as of September 1, 2017, by and among Green Brick Partners, Inc., the lenders named therein, Flagstar Bank, FSB, as successor administrative agent, and Citibank, N.A., as existing administrative agent (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 6, 2017 (File No. 001-33530)).
 
Amendment No. 4 to the Credit Agreement, dated as of December 1, 2017, by and among Green Brick Partners, Inc., the lenders named therein, and Flagstar Bank, FSB, as administrative 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:            December 4, 2017
 


Exhibit 10.5
 
AMENDMENT NO. 4 TO THE
CREDIT AGREEMENT
 
 
Dated as of December 1, 2017

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (the “ Amendment ”) among GREEN BRICK PARTNERS, INC., a Delaware corporation (the “ Company ”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and FLAGSTAR BANK, FSB, as agent (the “ Agent ”) for the Lenders.
 
PRELIMINARY STATEMENTS:
 
(1)            The Company, the Lenders and the Agent have entered into a Credit Agreement dated as of December 15, 2015 (as amended by the First Amendment thereto dated as of August 31, 2016, the Second Amendment thereto dated as of December 1, 2016 and the Third Amendment thereto dated as of September 1, 2017, the “ Credit Agreement ”).  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
 
(2)            Pursuant to Section 2.22 of the Credit Agreement, the Company has requested that the Termination Date be extended from December 14, 2019 to December 14, 2020.
 
SECTION 1.            Consent to Extension Request .  Pursuant to Section 2.22 of the Credit Agreement, each Lender so indicating on its signature page to this Amendment (each such Lender, a “ Consenting Lender ”) agrees to extend the Termination Date with respect to its Commitment(s) for a period of one year, to December 14, 2020.  This agreement to extend the Termination Date is subject in all respects to the terms of the Credit Agreement.  For the avoidance of doubt, upon satisfaction of the applicable conditions set forth in Section 2.22(e) and (f) of the Credit Agreement and the payment of fees pursuant to Section 2 of this Amendment, the extension of the Termination Date of each Consenting Lender shall be effective on December 15, 2017.
 
SECTION 2.            Fees .  The Borrower agrees to pay to each Consenting Lender an upfront fee of 0.15% of the aggregate amount of such Consenting Lender’s extended commitments, which fee shall be due and payable on December 15, 2017 prior to the effectiveness of the extension of the Termination Date.
 
SECTION 3.            Conditions of Effectiveness .  This Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by the Company and the Required Lenders.
SECTION 4.            Representations and Warranties of the Company .  The Company represents and warrants that (i) the representations and warranties contained in Article IV of the Credit Agreement are true and correct in all material respects (other than representations and warranties qualified by materiality or Material Adverse Effect, which representations and warranties are true and correct in all respects) on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of the date hereof, and (ii) no Default has occurred and is continuing, or would result from this Amendment.
 
SECTION 5.            Reference to and Effect on the Credit Agreement .  (a)  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
 
(b)            The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
 
(c)            The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.
 
(d)            This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.
 
SECTION 6.            Costs and Expenses .  The Company agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
 
SECTION 7.            Acknowledgement .  Execution of this Amendment by a Lender and by the Company constitute the acknowledgment of the notice to such Lender and the Company, respectively, of the matters contemplated by Section 2.22(b) and (c), respectively, of the Credit Agreement.
 
SECTION 8.            Execution in Counterparts .  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
 
SECTION 9.            Governing Law .  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 
GREEN BRICK PARTNERS, INC.
   
 
By:
/s/ Richard A. Costello
 
Name:
Richard A. Costello
 
Title:
Chief Financial Officer
[Signature Page to Amendment No. 4]
 
 
FLAGSTAR BANK, FSB, as Agent
   
 
By:
/s/ Jerry C. Schillaci
 
Name:
Jerry C. Schillaci
 
Title:
Vice President

[Signature Page to Amendment No. 4]
 
SIGNATURE PAGE
 
CONSENT to extension of Termination Date:
 
Name of Lender: CITIBANK, N.A.

by
     
 
/s/ John C. Rowland
 
 
Name:
 John C. Rowland
 
 
Title:
  Vice President
 

[Signature Page to Amendment No. 4]
 
SIGNATURE PAGE
 
CONSENT to extension of Termination Date:

Name of Lender: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
 
by
     
 
/s/ William O’Daly
 
 
Name:
 William O’Daly
 
 
Title:
 Authorized Signatory
 

by
     
 
/s/ Brady Bingham
 
 
Name:
 Brady Bingham
 
 
Title:
 Authorized Signatory
 




[Signature Page to Amendment No. 4]