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EX-10.1 - EX-10.1 - WILLIAM LYON HOMES | d395451dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 2016
WILLIAM LYON HOMES
(Exact name of registrant as specified in charter)
Delaware | 001-31625 | 33-0864902 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
(Address of principal executive offices and zip code)
(949) 833-3600
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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)) |
Item 1.01. | Entry Into a Material Definitive Agreement. |
On July 1, 2016, William Lyon Homes, Inc., a California corporation (the Borrower) and a wholly-owned subsidiary of William Lyon Homes, a Delaware corporation (the Parent and together with the Borrower, the Company), and the Parent entered into an amendment and restatement agreement (the Amendment and Restatement Agreement), pursuant to which the existing credit agreement among the Borrower, the Parent, Credit Suisse AG, as administrative agent, and the other lenders party thereto (each a Lender and together, the Lenders) was amended and restated in its entirety (as so amended and restated, the Second Amended Facility). The Second Amended Facility was arranged by Credit Suisse AG, who will serve as the administrative agent and is a Lender. The Second Amended Facility amends and restates the Companys previous $130.0 million revolving credit facility and provides for total lending commitments of $145.0 million. In addition, the Second Amended Facility has an uncommitted accordion feature under which the Borrower may increase the total principal amount up to a maximum aggregate of $200.0 million under certain circumstances, as well as a sublimit of $50.0 million for letters of credit. The Second Amended Facility, among other things, adjusts the maximum leverage ratio covenant to extend the timing of the gradual step-downs, and extends the maturity date of the previous facility to July 1, 2019, provided that the Second Amended Facility will terminate on January 14, 2019 (the Springing Termination Date) if, on the Springing Termination Date, the aggregate outstanding principal amount of the Borrowers 5.75% senior notes due 2019 is equal to or greater than the sum of (a) 50% of the Consolidated EBITDA (as defined in the Second Amended Facility) of the Borrower, the Parent, certain of the Parents direct and indirect wholly owned subsidiaries (such subsidiaries, the Guarantors and together with the Borrower and the Parent, the Loan Parties) and their Restricted Subsidiaries (as defined in the Second Amended Facility) for the four-quarter period ending September 30, 2018, plus (b) the Liquidity (as defined in the Second Amended Facility) of the Loan Parties and their consolidated subsidiaries on the Springing Termination Date.
The Second Amended Facility contains various covenants, including financial covenants relating to tangible net worth, leverage, liquidity and interest coverage, as well as a limitation on investments in joint ventures and non-guarantor subsidiaries. The Second Amended Facility contains customary events of default, subject to cure periods in certain circumstances, including: nonpayment of principal, interest and fees or other amounts; violation of covenants; inaccuracy of representations and warranties; cross default to certain other indebtedness; unpaid judgments; and certain bankruptcy and other insolvency events. The occurrence of any event of default could result in the termination of the commitments under the Second Amended Facility and permit the Lenders to accelerate payment on outstanding borrowings under the Second Amended Facility and require cash collateralization of outstanding letters of credit. If a Change of Control (as defined in the Second Amended Facility) occurs, the Lenders may terminate the commitments under the Second Amended Facility and require that the Borrower repay outstanding borrowings under the Second Amended Facility and cash collateralize outstanding letters of credit. Interest rates on borrowings generally will be based on either LIBOR or a base rate, plus the applicable spread. The commitment fee on the unused portion of the Second Amended Facility currently accrues at an annual rate of 0.50%.
Borrowings under the Second Amended Facility, the availability of which is subject to a borrowing base formula, are required to be guaranteed by the Parent and the Guarantors, are secured by a pledge of all equity interests held by the Guarantors and the Company (with certain exceptions), and may be used for general corporate purposes.
The Company has banking relationships in the ordinary course of its business with Credit Suisse AG and with certain of the other Lenders. In addition, Credit Suisse AG and their respective affiliates, and the other Lenders and their respective affiliates, have in the past performed commercial banking, investment banking, underwriting, and/or advisory services for the Company from time to time for which they have received customary fees and reimbursement of expenses, and may, from time to time, engage in transactions with and perform services for the Company for which they may receive customary fees and reimbursement of expenses.
The foregoing description is qualified in its entirety by reference to the Amendment and Restatement Agreement (including the Second Amended Facility), a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
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 above under Item 1.01 is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
10.1 | Amendment and Restatement Agreement dated as of July 1, 2016 among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, each subsidiary of the Borrower party thereto, the lenders listed on Schedule 1 thereto, and Credit Suisse AG, as administrative agent. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 7, 2016
WILLIAM LYON HOMES | ||
By: | /s/ Colin T. Severn | |
Name: | Colin T. Severn | |
Its: | Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Amendment and Restatement Agreement dated as of July 1, 2016 among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, each subsidiary of the Borrower party thereto, the lenders listed on Schedule 1 thereto, and Credit Suisse AG, as administrative agent. |