ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 10, 2021, M/I Homes, Inc. (the "Company") entered into a Fourth
Amendment (the "Fourth Amendment") to the Company's unsecured revolving credit
facility, dated July 18, 2013, among the Company, the lenders party thereto and
PNC Bank, National Association, as administrative agent (as so amended, the
"Credit Agreement"). The Fourth Amendment, among other things, increased the
commitments from the lenders to $550.0 million from $500.0 million, extended the
maturity to July 18, 2025, increased the required minimum level of Consolidated
Tangible Net Worth from $848.2 million to $946.2 million (subject to increase
over time based on earnings and proceeds from equity offerings) and increased
the letter of credit sublimit to $150 million from $125 million. The Fourth
Amendment also provides an accordion feature pursuant to which the maximum
borrowing availability may be increased at the request of the Company to an
aggregate of $700.0 million, subject to obtaining additional commitments from
lenders and other terms and conditions of the Credit Agreement.
Interest on amounts borrowed under the Credit Agreement is payable at a rate
which is adjusted daily and is equal to the sum of the one-month LIBOR rate plus
a margin. The Fourth Amendment reduced the floor on one-month LIBOR to 0.25%
from 0.75%, and decreased the LIBOR margin to 175 basis points from 250 basis
points (based on the Company's leverage ratio at March 31, 2021). The LIBOR
margin is subject to adjustment in subsequent quarterly periods based on the
Company's leverage ratio. The Fourth Amendment also decreased the commitment fee
paid quarterly by the Company on the remaining available commitment amount by 15
basis points, to 30 basis points, which is also subject to adjustment in
subsequent quarterly periods based on the Company's leverage ratio.
Additionally, the Fourth Amendment increased the borrowing base advance rates
for certain categories of inventory used to calculate the available amount under
the Credit Agreement. As of March 31, 2021, there were no borrowings outstanding
and $66.7 million letters of credit outstanding under the Credit Agreement.
Certain of the lenders party to the Fourth Amendment are also lenders and/or
serve as the administrative agent under a $175 million secured mortgage
warehousing agreement with M/I Financial, LLC, a wholly-owned subsidiary of the
Company, as borrower.
The foregoing summary is qualified in its entirety by reference to the Fourth
Amendment which is attached as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference. All capitalized terms not otherwise
defined herein are as defined in the Credit Agreement.
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 relating to the Company's entry
into the Fourth Amendment is hereby incorporated by reference into this Item
2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Fourth Amendment to Credit Agreement, dated June 10 ,
202 1 , by and among M/I Homes, Inc., as borrower, the lenders party
thereto, and PNC Bank, National Association, as administrative agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).*
*Submitted electronically with this Report in accordance with the
provisions of Regulation S-T.
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