0001140361-17-037157 Sample Contracts

Up to $75,000,000 HOMEFED CORPORATION
Purchase Agreement • October 2nd, 2017 • Homefed Corp • Real estate • New York

PURCHASE AGREEMENT (this “Agreement”), by and among HomeFed Corporation, a Delaware corporation (the “Issuer”), the Initial Guarantors (as defined below) and the investors, named on the signature pages hereto (each a “Purchaser,” and collectively the “Purchasers”). The Issuer and the Initial Guarantors are collectively referred to herein as the “Obligors.” Capitalized terms used but not defined herein shall have the meaning set forth in the Indenture (as defined herein).

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HOMEFED CORPORATION as Company THE GUARANTORS NAMED HEREIN as Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee 6.50% Senior Notes due 2019
Supplemental Indenture • October 2nd, 2017 • Homefed Corp • Real estate • New York

INDENTURE dated as of September 28, 2017, among HomeFed Corporation, a Delaware corporation (the “Company”), the Guarantors (as herein defined), and Wilmington Trust, National Association, as trustee (the “Trustee”).

Up to $75,000,000 HOMEFED CORPORATION
Purchase Agreement • October 2nd, 2017 • Homefed Corp • Real estate • New York

PURCHASE AGREEMENT (this “Agreement”), by and among HomeFed Corporation, a Delaware corporation (the “Issuer”), the Initial Guarantors (as defined below) and the investors, named on the signature pages hereto (each a “Purchaser,” and collectively the “Purchasers”). The Issuer and the Initial Guarantors are collectively referred to herein as the “Obligors.” Capitalized terms used but not defined herein shall have the meaning set forth in the Indenture (as defined herein).

Up to $75,000,000 HomeFed Corporation
Agency and Closing Agency Agreement • October 2nd, 2017 • Homefed Corp • Real estate • New York

Introductory. HomeFed Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) up to $75,000,000 in aggregate principal amount of its 6.50% Senior Notes due 2019 (the “Notes”). The Notes initially will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the Company’s current domestic subsidiaries (the “Guarantors”). The Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon exemptions from registration thereunder provided by Section 4(a)(2) (“Section 4(a)(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. The Securities

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