Green Brick Partners, Inc. (NASDAQ:GRBK) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
On August 15, 2017, Green Brick Partners, Inc., a Delaware corporation (the “Company”), entered into a Membership Interest Purchase and Contribution Agreement (the “Agreement”) with its subsidiary, JBGL Ownership LLC, a Delaware limited liability company (“JBGL”), JBGL’s newly formed subsidiary, GB Challenger, LLC, a Texas limited liability company (“Subsidiary”), The Challenger Group, Inc., a Wyoming corporation (“TCGI”), TCG Holdings, LLC, a Wyoming limited liability company (“TCG”), GTG Holdings, LLC, a Wyoming limited liability company (“GTG” and, together with TCGI and TCG, “Challenger Homes”) and Brian R. Bahr (“Bahr”). to the terms of the Agreement, Challenger Homes will sell to the Company’s Subsidiary 49.9% of the membership and ownership interests in the subsidiaries of Challenger Homes named in the Agreement (collectively, the “Challenger Subsidiaries”), to be held through Subsidiary, in exchange for 1,497,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”). Also to the Agreement, Challenger Homes will acquire a 50.1% stake in Subsidiary, and Challenger Homes and the Company will direct the operations of the Challenger Subsidiaries through Subsidiary, with the Company as the minority stakeholder.
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company has offered and sold the Shares to the six individual shareholders of Challenger Homes named in the Agreement (including Bahr) in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder (“Regulation D”). The Company relied, in part, upon representations from each of the individuals that they are “accredited investors” as such term is defined in Rule 501 of Regulation D.
Item 3.02 Other Events
The Company has entered into the Agreement with Challenger Homes, one of Colorado’s leading private homebuilders, and now the Company’s sixth builder partner, in order to expand its business with partners that are complementary to its current builder partner group and to gain a presence in the Colorado Springs market. Challenger Homes constructs townhouses, single family homes and luxury patio homes, and is headquartered in Colorado Springs, Colorado. Challenger Homes currently owns more than 1,800 home sites and controls more than 4,000 lots.
to the Agreement, the Company may have the opportunity to acquire an additional 20.1% or, in certain circumstances, all of Challenger Homes’ interest in the Subsidiary on or after the third anniversary of the Agreement.
The Company issued a press release announcing the entry into the Agreement on August 15, 2017. A copy of the press release is attached hereto as Exhibit 99.1.
Item 3.02 Financial Statements and Exhibits
(d) Exhibits
Green Brick Partners, Inc. ExhibitEX-99.1 2 ex99-1.htm PRESS RELEASE Green Brick Partners Inc. 8-K Exhibit 99.1 Green Brick Partners expands into Colorado PLANO,…To view the full exhibit click here
About Green Brick Partners, Inc. (NASDAQ:GRBK)
Green Brick Partners, Inc., formerly BioFuel Energy Corp., is a real estate operator. The Company is involved in the purchase and development of land for residential use, construction lending and home building operations. The Company operates through two segments: land development and homebuilding services. Within homebuilding services segment, its two operating segments consist of Texas and Georgia. The Company’s land development segment conducts its business under the brand Green Brick Communities. The Company’s homebuilding services segment conducts its operations primarily through JBGL Builder Finance LLC (Builder Finance). The Company acquires and develops land, provides land and construction financing to its controlled builders and participates in the profits of its controlled builders. Its markets include the United States metropolitan areas of Dallas, Texas and Atlanta, Georgia.
