Newport Merger seeks consents to avoid offer for New Home 7¼% notes

New York, July 26 – Newport Merger Sub, Inc. began a consent solicitation to eliminate the change-of-control provision from New Home Co. Inc.’s 7¼% senior notes due 2025, according to a news release on Monday.

Newport Merger is an affiliate of investment funds managed by Apollo Global Management, Inc. and a subsidiary of Newport Holdings, LLC which has agreed to acquire New Home Co.

The acquisition would count as a change of control under the terms of the note indenture and Newport is seeking to amend the notes so that the company is not required to make a change-of-control offer.

Newport is also seeking to make other changes to the change-of-control provisions which it described as “customary” for a privately held company.

Noteholders who deliver consents by the expiration date of 5 p.m. ET on Aug. 3 will receive a consent fee of $2.50 per $1,000 principle amount of notes.

To make the change, Newport needs consents from at least a majority of the notes, excluding any held by New Home or its affiliates.

Payment of the consent fee will be made “promptly” after the merger closes.

J.P. Morgan Securities LLC (866 834-4666), RBC Capital Markets, LLC (877 381-2099), Credit Suisse Securities (USA) LLC (800 820-1653) and Apollo Global Securities, LLC (212 515-3200) are solicitation agents.

Ipreo LLC (212 849-3880, 888 593-9546 or ipreo-consentSolicitation@ihsmarkit.com) is information and tabulation agent.

New Home is an Irvine, Calif.-based home builder.

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