Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2021, LGI Homes, Inc. (the “Company”) completed an offering of $300,000,000 aggregate principal amount of its 4.000% Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of July 6, 2018, among the Company, the potential subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by the Third Supplemental Indenture thereto, dated as of June 28, 2021, among the Company, the subsidiaries of the Company that guarantee the Company’s obligations under its revolving credit facility (the “Subsidiary Guarantors”) and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur certain liens securing indebtedness without equally and ratably securing the Notes and the related guarantees, enter into certain sale and leaseback transactions, enter into certain business combinations with third parties and designate certain subsidiaries as unrestricted subsidiaries. These covenants are subject to significant exceptions. The Indenture also contains customary events of default.
The offer and sale of the Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.
This Current Report on Form 8-K does not constitute an offer to sell or solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such offer, solicitation or sale would be unlawful. Offers of the Notes will be made only by means of a private offering memorandum.
The description of the Base Indenture and the Supplemental Indenture set forth above is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
The exhibits listed below are filed herewith.
Agreements and forms of agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements and forms of agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement or form of agreement should be relied upon as constituting or providing any factual disclosures about the Company, any other persons, any state of affairs or other matters.
(d) Exhibits.
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Third Supplemental Indenture, dated as of June 28, 2021, among LGI Homes, Inc., the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee, governing LGI Homes, Inc.’s 4.000% Senior Notes due 2029, including the form of the Notes.
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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