UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~August~~September 38, 2021

The New Home Company Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)


Delaware	001-36283	27-0560089
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


6730 N Scottsdale Rd., Suite 290, Scottsdale, Arizona		85253
(Address of principal executive offices)		(Zip Code)

(602) 767-1426

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NWHM	New York Stock Exchange

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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.0102 ~~Entry~~Termination ~~Into~~of a Material Definitive Agreement

~~As previously disclosed, on July 23, 2021,~~ The ~~New~~information ~~Home~~set ~~Company~~forth ~~Inc.,~~under aItem Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Newport Holdings, LLC, a Delaware limited liability company (“Parent”) which is controlled by funds managed by affiliates of Apollo Global Management, Inc2.,01 ~~and Newport Merger Sub, Inc., a Delaware corporation and a wholly owned, direct subsidiary~~ of ~~Parent~~this ~~(“Merger~~Current ~~Sub”).~~Report ~~In connection with the transactions related to the Merger Agreement,~~ on ~~July 26,~~Form ~~2021,~~8-K ~~Merger~~is ~~Sub~~incorporated launched a consent solicitation (the “Consent Solicitation”) from registered holders (“Holders”) of the Company’s 7.250% Senior Notes due 2025 (the “Notes”) to certain amendments (the “Amendments”) to the Indenture, dated as of October 28, 2020, by ~~and~~reference ~~among~~into ~~the~~this ~~Company,~~Item ~~the subsidiary guarantors of the Company party thereto (the “Guarantors”) and U~~1.S02. Bank National Association as trustee, as supplemented by the First Supplemental Indenture dated as of February 24, 2021, the Second Supplemental Indenture dated as of March 9, 2021, the Officer’s Certificate dated as of February 24, 2021 and by the Global Security for the 7.250% Senior Notes due 2025, as further amended or supplemented (the “Indenture”), to eliminate the requirement to make a “Change of Control Offer” with respect to the Notes in connection with the Merger (as defined in the Merger Agreement) and to make certain other customary changes for a privately-held company to the “Change of Control” provisions in the Notes.

InAt ~~connection~~the ~~with~~effective time of the ~~Consent~~Merger ~~Solicitation~~(as defined below) (the “Effective Time”), onthe ~~August~~Company terminated its Credit Agreement, dated as of October 330, ~~2021~~2020 (the “Existing Credit Agreement”), by and among the Company (as defined below), the lenders and ~~each~~letter of ~~the~~credit ~~Guarantors~~issuers ~~entered~~thereto ~~into~~and ~~that~~JPMorgan ~~certain~~Chase ~~Third~~Bank, ~~Supplemental~~N.A., ~~Indenture~~as administrative agent (~~the~~as ~~“Third~~amended, ~~Supplemental~~restated, ~~Indenture”)~~supplemented or otherwise modified prior to the ~~Indenture,~~Effective ~~which,~~Time). ~~when~~As itof ~~becomes~~the ~~operative~~Effective Time, ~~will~~there ~~effectuate~~were no outstanding loans or letters of credit under the ~~Amendments~~Existing Credit Agreement.

~~The~~Item ~~Amendments~~2.01 ~~and~~Completion ~~the Third Supplemental Indenture will not become operative unless and until the satisfaction or waiver by Merger Sub~~ of ~~all~~Acquisition ~~conditions to the Consent Solicitation and Merger Sub (~~or ~~its~~Disposition successor in the Merger) provides notice to Ipreo LLC, the information and tabulation agent for the Consent Solicitation, that it will pay the requisite consent fee, which will not occur until the Merger has been closed. If and when the Amendments become operative, all current Holders, including non-consenting Holders, will be subject to the terms of ~~the Indenture as modified by the Third Supplemental Indenture.~~ Assets

~~The~~As ~~foregoing~~previously ~~description~~disclosed ofin the ~~Amendments~~Current ~~and~~Report ~~the~~on ~~Third~~Form ~~Supplemental~~8-K ~~Indenture~~filed ~~are~~with ~~not~~the ~~complete~~Securities and ~~are~~Exchange ~~qualified~~Commission in(the ~~their~~“SEC”) ~~entirety~~ by ~~reference~~The toNew Home Company Inc. (the ~~Third~~“Company”) ~~Supplemental~~on ~~Indenture~~July 23, a2021, ~~copy~~the ofCompany ~~which~~entered isinto ~~filed~~an asAgreement ~~Exhibit~~and ~~4.1~~Plan toof ~~this~~Merger ~~Current~~(the ~~Report~~“Merger Agreement”) on ~~Form~~July 23, ~~8-K~~2021, ~~(this~~with Newport Holdings, LLC (“~~Report~~Parent”) and ~~incorporated~~Parent’s ~~herein~~wholly-owned bysubsidiary, ~~reference~~Newport Merger Sub, Inc. (“Merger Sub”).

~~Item~~Pursuant 3to the Merger Agreement, and upon the terms and subject to the conditions thereof, on August 10, 2021, Merger Sub commenced a tender offer (the “Offer”) to acquire any and all of the issued and outstanding shares of the common stock, par value $0.0301 ~~Material~~per ~~Modification~~share (the “Shares”), of ~~Rights~~the Company, at a price per Share of $9.00, net to ~~Security~~the ~~Holders~~holders of such Shares, in cash, without interest thereon and less any applicable tax withholding (the “Offer Price”).

The ~~information~~Offer ~~set~~expired ~~forth~~at 12:00 a.m., New York City time, on Wednesday, September 8, 2021 (the “Expiration Time”). According to American Stock Transfer & Trust Company, LLC, the depositary for the Offer, as of the Expiration Time, 16,334,654 Shares were validly tendered in ~~Item~~accordance 1with the terms of the Offer and “received” (as defined in Section 251(h)(6)(f) of the General Corporation Law of the State of Delaware (the “DGCL”)) and not withdrawn, representing approximately 89.0195% isof ~~incorporated~~the byoutstanding ~~reference~~Shares. ~~herein~~The number of Shares tendered satisfied the Minimum Condition (as ~~such~~defined ~~information~~in ~~relates~~the Merger Agreement. All conditions to the ~~Notes~~Offer having been satisfied or waived, on September 8, 2021, Parent and Merger Sub accepted for payment all Shares validly tendered (and not withdrawn) prior to the Expiration Time and will promptly pay for such Shares.

~~Item~~On 7September 8, 2021, as a result of its acceptance of the Shares tendered in the Offer, Merger Sub acquired a sufficient number of Shares to complete the merger of Merger Sub with and into the Company (the “Merger”), without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL.01 ~~Regulation~~Accordingly, FDfollowing ~~Disclosure~~the consummation of the Offer, Parent and Merger Sub effected the Merger pursuant to Section 251(h) of the DGCL. At the Effective Time, each outstanding Share (other than Shares owned directly by the Company (or any wholly owned subsidiary of the Company), Parent, the Offeror or any of their respective affiliates, in each case immediately before the Effective Time, and Shares owned by any stockholders who have properly demanded their appraisal rights in accordance with Section 262 of the DGCL) was converted into the right to receive the Offer Price from Merger Sub. At the Effective Time, the Company became a wholly-owned subsidiary of Parent (the “Surviving Corporation”). As a result, a change of control of the Company occurred.

OnThe ~~August 4~~Offer was made only for Shares and was not made for any outstanding Company Stock Options (as defined in the Merger Agreement) or any outstanding Company RSU Awards (as defined in the Merger Agreement). However, ~~2021~~pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each Company Stock Option that was outstanding and unexercised, whether vested or unvested, and each Company RSU Award that was outstanding was by virtue of the Merger ~~Sub~~automatically ~~issued~~cancelled and terminated and converted into the right to receive from the Surviving Corporation following the Effective Time, (i) in the case of Company Stock Options, an amount in cash equal to (a) the ~~press~~aggregate ~~release~~number ~~announcing~~of Shares underlying such Company Stock Option immediately prior to the ~~receipt~~Effective Time multiplied by (b) an amount equal to (x) the Merger Consideration (as defined in the Merger Agreement) less (y) the exercise price per share of such Company Stock Option, without interest and less any applicable withholding taxes and (ii) in the ~~requisite~~case ~~consents~~of Company RSU Awards, an amount in ~~connection~~cash ~~with~~equal to the ~~Consent~~product ~~Solicitation.~~of A(a) the ~~copy~~Merger Consideration multiplied by (b) the aggregate number of Shares underlying such Company RSU Award immediately prior to the ~~press~~Effective ~~release~~Time, iswithout ~~attached~~interest ~~hereto~~and asless ~~Exhibit~~any 99applicable withholding taxes.1.

~~The~~Notwithstanding ~~information~~the inforegoing, ~~this~~any ~~Report~~Company ~~(including~~Stock ~~Exhibit~~Options ~~99.1)~~which, isimmediately ~~furnished~~prior ~~pursuant~~ to ~~Item 7.01 and shall not be deemed “filed” for purposes of~~ the ~~Exchange~~Effective ~~Act~~Time, orhad ~~otherwise~~an ~~subject~~exercise toprice ~~the~~per ~~liabilities~~share ofthat ~~the~~was ~~Exchange~~greater ~~Act.~~than ~~The information in this Report will not be deemed an admission as to~~ the ~~materiality~~Merger ofConsideration ~~any~~were ~~information~~cancelled ~~required~~without ~~to be disclosed solely to satisfy the requirements of Regulation FD~~consideration.

~~Item~~The 8foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.011 ~~Other~~to ~~Events~~the Current Report on Form 8-K filed with the SEC by the Company on July 23, 2021 and is incorporated by reference herein.

OnThe ~~August 3,~~information ~~2021,~~set ~~pursuant~~forth toin ~~the~~Items ~~terms~~5.01 ofand ~~the~~5.03 ~~Merger Agreement, upon the execution~~ of ~~Third~~this ~~Supplemental~~Current ~~Indenture,~~Report ~~the~~on ~~Marketing~~Form ~~Period~~8-K ~~(as such term~~ is ~~defined~~incorporated inby ~~the~~reference ~~Merger~~into ~~Agreement)~~this ~~was~~Item ~~completed~~2.01.

~~***~~Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~FORWARD~~The information set forth in Item 2.01 of this Current Report on Form 8-~~LOOKING~~K ~~STATEMENTS~~is incorporated by reference into this Item 3.01.

~~This~~In ~~document~~connection ~~includes~~with ~~forward-looking statements which reflect management’s current views and estimates regarding~~ the ~~ability~~consummation of the ~~parties~~Offer toand ~~complete~~ the ~~proposed~~Merger, ~~transaction and~~ the ~~expected~~Company ~~timing~~notified ~~of completion of~~ the ~~proposed~~New ~~transaction,~~York ~~among~~Stock ~~other~~Exchange ~~matters. The words~~ (“~~anticipate~~NYSE”,) ~~“assume”,~~of “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “imply”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the ~~Company~~consummation ~~will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing~~ of the ~~tender~~Merger ~~offer~~ and ~~the~~requested ~~merger; uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; the possibility~~ that ~~any~~NYSE orfile ~~all~~with of the ~~various~~SEC ~~conditions~~a tonotification ~~the consummation~~ of ~~the~~removal ~~tender offer, including the failure to receive required regulatory approvals~~ from ~~any~~listing ~~applicable governmental entities, may not be satisfied~~ and/or ~~waived~~registration inon aForm ~~timely~~25 ~~manner,~~to ifeffect ~~at all;~~ the ~~possibility~~delisting of ~~business~~all ~~disruptions~~Shares ~~due~~from toNYSE ~~transaction-related~~and ~~uncertainty;~~ the ~~occurrence~~deregistration of ~~any~~such ~~event,~~Shares ~~change~~under orSection 12(b) ~~other circumstance that could give rise to the termination~~ of the ~~merger~~Securities ~~agreement;~~Exchange ~~and~~Act ~~other~~of ~~risks~~1934, ~~and~~as ~~uncertainties~~amended ~~including those identified under~~ (the ~~heading~~ “~~Risk~~Exchange ~~Factors~~Act”). inNYSE ~~the~~is ~~Company’s~~expected ~~most~~to ~~recent~~file ~~Annual~~the ~~Report on~~ Form ~~10-K~~25 ~~and Quarterly Reports on Form 10-Q, each of which are filed~~ with the SEC ~~and~~on ~~available at www.sec.gov~~September 8, 2021 and ~~other~~trading ~~filings~~of ~~that~~Shares ~~the~~is ~~Company~~expected ~~may~~to ~~make~~be ~~with~~suspended ~~the~~effective ~~SEC~~prior into the ~~future.~~open ~~If one or more~~ of ~~these~~trading ~~risks~~on ~~or uncertainties materialize~~September 8, or2021. ifThe ~~any of the~~ Company’s ~~assumptions~~intends ~~prove~~to ~~incorrect,~~file ~~the~~a ~~Company’s~~certification ~~actual~~and ~~results~~notice ~~may~~of ~~vary~~termination inof ~~material~~registration ~~respects~~on ~~from~~Form ~~those~~15 ~~projected~~with inthe ~~these~~SEC ~~forward-looking~~requesting ~~statements. Any forward-looking statement made by~~ the ~~Company~~termination inof ~~this~~registration ~~document speaks only as~~ of the ~~date~~Shares ~~hereof.~~under ~~Factors~~Section 12(g) orof ~~events that could cause~~ the ~~Company’s~~Exchange ~~actual~~Act ~~results to differ may emerge from time to time,~~ and ~~it is not possible for~~ the ~~Company~~suspension ~~to predict all~~ of ~~them.~~reporting ~~The~~obligations ~~Company~~under ~~does~~Section 13 ~~not undertake~~ and ~~specifically~~15(d) ~~disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result~~ of ~~new~~the ~~information,~~Exchange ~~future~~Act ~~developments~~with orrespect ~~otherwise,~~to ~~except~~the ~~as may be required by any applicable securities laws~~Shares.

~~IMPORTANT~~Item ~~ADDITIONAL~~3.03 ~~INFORMATION~~Material ~~AND~~Modification ~~WHERE~~to TORights ~~FIND~~of ITSecurity Holders

The ~~tender~~information ~~offer~~set ~~for~~forth ~~the~~under ~~outstanding~~Items ~~shares of common stock of the Company has not yet commenced~~2.01, ~~This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company’s common stock~~3. The solicitation and offer to buy shares of the Company’s common stock will only be made pursuant to the tender offer materials that Merger Sub intends to file with the SEC. At the time the tender offer is commenced01, ~~Merger Sub will file a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer~~5. ~~THE COMPANY’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE~~01, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and ~~the solicitation/recommendation statement will be mailed to the Company’s stockholders free of charge~~5.03 ~~Investors and stockholders may obtain free copies~~ of ~~the~~this ~~Schedule~~Current TOReport ~~and~~on ~~Schedule~~Form ~~14D~~8-9,K asis ~~each~~incorporated ~~may be amended or supplemented from time to time, and other documents filed~~ by ~~the~~reference ~~parties~~into ~~(when~~this ~~available)~~Item ~~at the SEC’s web site at www~~3.~~sec~~03.~~gov,~~ ~~by contacting ‘the Company’s Investor Relations either by telephone at (949) 382-7838, e-mail at investorrelations@nwhm.com or on ‘the Company’s website at www.NWHM.com.~~

Item 5.01

Changes in Control of Registrant

The information set forth under Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the completion of the Merger, a change of control of the Company occurred and the Company became a wholly-owned subsidiary of Parent. Parent obtained the funds necessary to fund the acquisition through equity financing from certain funds managed by Apollo Management IX, L.P. and certain funds managed by Apollo NA Management III, LLC.

Item 5.02

Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the consummation of the Merger, each of H. Lawrence Webb, Wayne Stelmar, Sam Bakhshandehpour, Michael J. Berchtold, Paul C. Heeschen, Gregory P. Lindstrom, Cathey Lowe and Douglas C. Neff resigned as directors of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the Effective Time. On September 8, 2021, pursuant to the Merger Agreement in connection with the consummation of the Merger, the directors of Merger Sub, Peter Sinensky and Tracy Vo (the “Post-Closing Directors”), became the directors of the Surviving Corporation in lieu of the Company’s existing directors. In accordance with the Surviving Corporation’s bylaws and

Section 141(k) of the DGCL, following the Effective Time, Parent, as the sole stockholder of the Surviving Corporation, will be removing the Post-Closing Directors and electing additional directors of the Surviving Corporation. Information about Peter Sinensky and Tracy Vo is contained in the Offer to Purchase, filed by Parent and Merger Sub as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on August 10, 2021, which information is incorporated herein by reference.

Each officer of the Company immediately prior to the Effective Time became an officer of the Surviving Corporation.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, on September 8, 2021, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On September 8, 2021, NWHM and funds managed by affiliates of Apollo Global Management, Inc. issued a joint press release announcing the completion of the Offer and the consummation of the Merger. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01 and in Exhibit 99.1 of this Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits .

ExhibitNo.		Description
Exhibit No.		Description of Exhibit
4.1		Third Supplemental Indenture, dated August 3, 2021, among the Company, the guarantors from time to time party thereto, and U.S. Bank National Association, as trustee.
2.1		Agreement and Plan of Merger, dated as of July 23, 2021, among the Company, Newport Holdings, LLC and Newport Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 on the Current Report on Form 8-K file No. 001-36283, filed on July 26, 2021)*
99.1		Press Release, dated August 4, 2021
3.1		Second Amended and Restated Certificate of Incorporation of The New Home Company Inc. (filed herewith)
3.2		Second Amended and Restated Bylaws of The New Home Company Inc. (filed herewith)
99.1		Press Release, dated September 8, 2021 (filed herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.

~~Pursuant~~3 ~~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.~~

~~Dated:~~SIGNATURES ~~August 4, 2021~~

~~THE~~Pursuant ~~NEW~~to ~~HOME~~the ~~COMPANY~~requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~registrant ~~/s/~~has ~~John~~duly M.caused ~~Stephens~~this ~~Name:~~report ~~John~~to M.be ~~Stephens~~signed ~~Title:~~on ~~Executive~~its ~~Vice~~behalf ~~President~~by ~~and~~the ~~Chief~~undersigned ~~Financial~~hereunto ~~Officer~~duly authorized.


THE NEW HOME COMPANY INC.

By:		/s/ John M. Stephens
		Name: John M. Stephens
		Title: Executive Vice President and Chief Financial Officer

Dated: September 8, 2021

Filing Compare · New Home Co Inc.