Green Brick Partners, Inc 8-K, filed Aug 26, 2020
Green Brick Partners, Inc. (GRBK)
8-K
2020-08-26
For: 2020-08-26
View Original
Added on
April 04, 2026
About this 8-K
Green Brick Partners, Inc filed this 8-K on August 26, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 26, 2020
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Item 1.01 Entry into a Material Definitive Agreement.
On August 26, 2020, Green Brick Partners, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with The Prudential Insurance Company of America and Prudential Universal Reinsurance Company (together, the “Purchasers”), pursuant to which the Company issued to the Purchasers $37.5 million aggregate principal amount of senior unsecured notes (the “Notes”) due on August 26, 2027 at a fixed rate of 3.35% per annum in a Section 4(a)(2) private placement transaction. The Company expects to use the proceeds from the issuance of the Notes to repay borrowings under the Company’s existing revolving credit facilities, to pay fees and expenses incurred in connection with the transaction and for general corporate purposes. Interest will be payable quarterly in arrears commencing on November 26, 2020.
The Notes are guaranteed on a senior unsecured basis (the “Guarantees”) by the Company’s Significant Subsidiaries (as defined in the Note Purchase Agreement) and certain other subsidiaries pursuant to a Guaranty Agreement entered into on August 26, 2020 by such subsidiary guarantors named therein (the “Guarantors”). The Notes and the Guarantees will be the Company’s and the Guarantors’ senior unsecured obligations and will rank equally in right of payment with all of the Company’s and Guarantors’ existing and future senior unsecured debt and will be senior in right of payment to all of the Company’s and Guarantors’ future subordinated debt. The Notes and the Guarantees will be effectively subordinated to any of the Company’s or Guarantors’ existing and future secured debt, to the extent of the value of the assets securing such debt.
Under the terms of the Note Purchase Agreement, the Company is required, among other things, to maintain compliance with various financial covenants, including maximum leverage ratios, a minimum interest coverage ratio, and a minimum consolidated tangible net worth. The Note Purchase Agreement also contains other customary covenants and customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults with other indebtedness and guarantor defaults.
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 herein by reference.
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: August 26, 2020