United Homes Group Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$UHG
Homebuilding
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2024
(Exact name of registrant as specified in its charter)
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(844 ) 766-4663
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Item 1.01. Entry into a Material Definitive Agreement.
On August 2, 2024 (the “Third Amendment Effective Date”), United Homes Group, Inc. (the “Company”) entered into the Third Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents (the “Third Amendment”), amending the Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) by and among the Company, Great Southern Homes, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company (“GSH”), Rosewood Communities, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company (“Rosewood”),Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), Wells Fargo Securities, LLC, as the sole Lead Arranger and sole Bookrunner, and the lenders party thereto (the “Lenders”). Capitalized terms used and not otherwise defined herein have the meanings given them in the Credit Agreement and the Third Amendment.
Among other things, the Third Amendment amends certain financial covenants as follows: (i) increases the maximum Leverage Ratio up to 2.50 to 1.00 for up to two quarterly measurement periods during the period beginning on the Third Amendment Effective Date and ending on December 31, 2025; (ii) permits a minimum Debt Service Coverage Ratio of 1.50 to 1.00 for the period from and after June 30, 2024 until June 30, 2025, and a minimum of 2.00 to 1.00 thereafter, and permits a minimum Debt Service Coverage Ratio of 1.35 to 1.00 for up to two quarterly measurement periods during the period beginning on the Third Amendment Effective Date and ending on June 30, 2025, and (iii) increases the minimum Liquidity threshold to at least $37,500,000, provided that during any period in which the debt service coverage ratio is less than 1.50 to 1.00, the minimum Liquidity threshold will be at least $45,000,000. The Third Amendment also modifies the restrictions on subordinate debt and waived the debt service coverage ratio covenant default which occurred on June 30, 2024. In connection with the Third Amendment, the term of the Credit Agreement was extended for one additional year, through August 2, 2027, except with respect to two Non-Extending Lenders (representing $73,333,333.33 of the committed amount), and the total commitment amount was reduced to $220,000,000.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 10.1* | ||||||||
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) | |||||||
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.
SIGNATURE
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.
Date: August 8, 2024
| United Homes Group, Inc. | ||||||||
| By: | /s/ Keith Feldman | |||||||
| Name: | Keith Feldman | |||||||
| Title: | Chief Financial Officer | |||||||