United Homes Group Inc.
10/01/2025 | Press release | Distributed by Public on 10/01/2025 14:37
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
WF Credit Facility Amendment
On September 29, 2025 (the "Fourth Amendment Effective Date"), United Homes Group, Inc. (the "Company") entered into the Fourth Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents (the "Fourth Amendment"), amending the Second Amended and Restated Credit Agreement (as amended, the "WF Credit Agreement") by and among the Company, Great Southern Homes, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company ("GSH"), Rosewood Communities, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company ("Rosewood"),Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"), Wells Fargo Securities, LLC, as the sole Lead Arranger and sole Bookrunner, and the lenders party thereto (the "Lenders"). Capitalized terms used and not otherwise defined herein have the meanings given in the WF Credit Agreement and the Fourth Amendment.
The Fourth Amendment amends certain financial covenants for the period beginning on the Fourth Amendment Effective Date and continuing until the Specified Covenant Termination Date, defined as January 1, 2026, provided that if the Debt Service Coverage Ratio is greater than or equal to 2.00 to 1.00 as of the last day of any fiscal quarter from the Fourth Amendment Effective Date through and including December 31, 2025, then the Specified Covenant Termination Date is one day prior to the last day of such fiscal quarter. The Fourth Amendment amends financial covenants as follows: (i) increases the minimum Tangible Net Worth for each quarter ending on or after September 30, 2025 to be no less than the sum of: (A) $71,005,357.00 (or, for the period beginning on the Fourth Amendment Effective Date through the Specified Covenant Termination Date, $76,005,357.00); plus(B) twenty-five percent (25%) of positive actual Consolidated Earnings earned in any fiscal quarter ending on or after September 30, 2025; plus(C) 100% of new equity contributed to the Borrower in any fiscal quarter ending on or after September 30, 2025; plus(D) 100% of any increase in Tangible Net Worth resulting from an Equity Issuance upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests in any fiscal quarter ending on or after September 30, 2025; plus(E) 100% of the amount of any repurchase of Equity Interests in the Borrower in any fiscal quarter ending on or after the September 30, 2025; (ii) permits a minimum Debt Service Coverage Ratio of 1.35 to 1.00 for the fiscal quarter ending on September 30, 2025 and 1.50 to 1.00 for the fiscal quarter ending on December 31, 2025; and (iii) increases the minimum Liquidity threshold to at least $45,000,000 and the minimum Unrestricted Cash threshold to $17,500,000 for the period from the Fourth Amendment Effective Date through the Specified Covenant Termination Date.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Kennedy Lewis Credit Facility Amendment
On September 29, 2025 (the "KL First Amendment Effective Date"), the Company entered into the First Amendment to Credit Agreement (the "KL First Amendment"), amending the Credit Agreement (as amended, the "KL Credit Agreement") by and among the Company, GSH, the financial institutions from time to time a party thereto (collectively, the "KL Lenders"), and Kennedy Lewis Agency Partners LLC, as administrative agent (the "KL Administrative Agent"; the KL Administrative Agent and the other Lenders are referred to herein collectively as the "KL Lender Parties"). Capitalized terms used and not otherwise defined herein have the meanings given in the KL Credit Agreement and the KL First Amendment.
The KL First Amendment clarifies the amount of the Applicable Premium and Make-Whole Premium that may be payable in certain instances outlined in the KL Credit Agreement as follows: the portion of the Make-Whole Premium consisting of the present value of all required payments of interest on the Term Loans then being prepaid, repaid or that have become or declared accelerated shall be calculated from the Settlement Date through the second anniversary of the Closing Date, and, in the event the outstanding Obligations are repaid due to the occurrence of a Change of Control, the Applicable Premium shall be reduced by 50% of the amount then due and payable on the date of such prepayment. The KL First Amendment also provides that the minimum Debt Service Coverage Ratio shall be equal to or greater than 1.35 to 1.00 through December 31, 2025, provided that the Company and its Subsidiaries may allow such Debt Service Coverage to be less than 1.35 to 1.00 in two instances from December 11,
2024 until December 31, 2025 so long as the debt service coverage ratio is greater than or equal to 1.20 to 1.00 as of the last day of such fiscal quarter.
The foregoing description of the KL First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the KL First Amendment which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
United Homes Group Inc. published this content on October 01, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 01, 2025 at 20:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]