LGI Homes Inc.
11/15/2024 | Press release | Distributed by Public on 11/15/2024 15:07
Material Agreement Form 8 K
Item 1.01 Entry into a Material Definitive Agreement.
On November 15, 2024, LGI Homes, Inc. (the "Company") completed an offering of $400,000,000 aggregate principal amount of its 7.000% Senior Notes due 2032 (the "Notes"). The Notes were issued pursuant to an Indenture, dated as of July 6, 2018 (the "Base Indenture"), among the Company, the potential subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee under the Base Indenture, as amended and supplemented by the Fifth Supplemental Indenture thereto, dated as of November 15, 2024 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Company, the subsidiaries of the Company that guarantee the Company's obligations under its revolving credit facility and Regions Bank, as trustee for the Notes.
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 4.1and Exhibit 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.