Основная статистика
| LEI | 549300RP8AZAKHNILS36 |
| CIK | 1721386 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Landsea Homes Corporation - Equity Warrant
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38545 Landsea Homes Corporation (Exact name of registrant as specified i |
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| June 25, 2025 |
New Home Co. Completes Acquisition of Landsea Homes Corporation Exhibit 99.1 New Home Co. Completes Acquisition of Landsea Homes Corporation Establishes Top 25 National Homebuilder with Strong Foundation for Growth IRVINE, Calif., June 25, 2025 - New Home Co. (“New Home”) and Landsea Homes Corporation (“Landsea Homes”) today announced that New Home has completed the previously announced acquisition of Landsea Homes. The transaction brings together two highly c |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration on Form S-3 (No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement on Form S-8 (No. |
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| June 25, 2025 |
BYLAWS LANDSEA HOMES CORPORATION Dated as of: June 25, 2025 ARTICLE I Exhibit 3.2 BYLAWS OF LANDSEA HOMES CORPORATION Dated as of: June 25, 2025 ARTICLE I OFFICES Section 1. REGISTERED OFFICES. The registered office shall be in Wilmington, Delaware, or such other location as the Board of Directors may determine or the business of the corporation may require. Section 2. OTHER OFFICES. The corporation may also have offices at such other places both within and without |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2025 Landsea Homes Corporation (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 25, 2025 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LANDSEA HOMES CORPORATION Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDSEA HOMES CORPORATION Landsea Homes Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The name of the Corporation is Landsea Homes Corporation. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 LANDSEA HOMES CORPORATION (Name of Subject Company) LANDSEA HOMES CORPORATION (Name of Person Filing Statement) Common Stock, par value $0.0001 per share Warrants exercisable for C |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Landsea Homes Corporation (Name of Subject Company (Issuer)) Lido Merger Sub, Inc. (Name of Filing Person (Offeror)) a direct wholly owned subsidiary of Lido Holdco, Inc. (Name of Filing Person (Offero |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Landsea Homes Corporation (Name of Subject Company (Issuer)) Lido Merger Sub, Inc. (Name of Filing Person (Offeror)) a direct wholly owned subsidiary of Lido Holdco, Inc. (Name of Filing Person (Offero |
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| June 2, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 Landsea Homes Corporation (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 2, 2025 |
EXHIBIT 4.1 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE, dated as of May 29, 2025 (this “Supplemental Indenture”), by and among Landsea Homes Corporation, a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, that certain Indenture, dated as of A |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Landsea Homes Corporation (Name of Subject Company (Issuer)) Lido Merger Sub, Inc. (Name of Filing Person (Offeror)) a direct wholly owned subsidiary of Lido Holdco, Inc. (Name of Filing Person (Offero |
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| May 23, 2025 |
Exhibit (d)(3) STRICTLY CONFIDENTIAL LIMITED GUARANTEE This LIMITED GUARANTEE, dated as of May 12, 2025 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of Landsea Homes Corporation (“Landsea”), a Delaware corporation (the “Guaranteed Party”). |
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| May 23, 2025 |
OFFER TO PURCHASE FOR CASH Any and All Outstanding Shares of Common Stock Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH Any and All Outstanding Shares of Common Stock of LANDSEA HOMES CORPORATION at $11. |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Landsea Homes Corporation (Name of Subject Company (Issuer)) Lido Merger Sub, Inc. (Name of Filing Person (Offeror)) a direct wholly owned subsidiary of Lido Holdco, Inc. (Name of Filing Person (Offeror)) The New Home C |
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| May 23, 2025 |
OFFER TO PURCHASE FOR CASH Any and All Outstanding Shares of Common Stock TABLE OF CONTENTS Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH Any and All Outstanding Shares of Common Stock of LANDSEA HOMES CORPORATION at $11. |
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| May 23, 2025 |
LETTER OF TRANSMITTAL to Tender Shares of Common Stock Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of LANDSEA HOMES CORPORATION at $11. |
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| May 23, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Landsea Homes Corporation (Name of Subject Company) Landsea Homes Corporation (Names of Persons Filing Statement) Common Stock, par value $0.0001 per share Warrants exercisable for |
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| May 23, 2025 |
Exhibit (d)(4) March 15th, 2025 The New Home Company Inc. Attention: Matthew R. Zaist Via E-Mail: [email protected] Re: Confidentiality Agreement Ladies and Gentlemen: In connection with the consideration by The New Home Company Inc. ( “m”) of a possible negotiated business combination or similar negotiated strategic transaction (a “Possible Transaction”) with Landsea Homes Corporation, a Delaw |
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| May 23, 2025 |
NOTICE OF OFFER TO PURCHASE FOR CASH Any and All Outstanding Shares of Common Stock Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| May 23, 2025 |
NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of LANDSEA HOMES CORPORATION at $11. |
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| May 23, 2025 |
Exhibit (d)(2) EXECUTION VERSION AP X (QFP AIV I), L.P. AOP LUX X (QFP AIV I), SCSP AOP X (AIV I FC), L.P. AOP X (AIV III FC), L.P. APOLLO INVESTMENT FUND X, L.P. APOLLO OVERSEAS PARTNERS (DELAWARE 892) X, L.P. AOP DE X (AIV I FC), L.P. AOP X (AIV II FC), L.P. AOP X (AIV IV FC), L.P. AOP LUX X (AIV III FC), SCSP. AOP LUX X (AIV I FC), SCSP. 9 West 57th Street 43rd Floor New York, New York 10019 Ma |
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| May 23, 2025 |
OFFER TO PURCHASE FOR CASH Any and All Outstanding Shares of Common Stock Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH Any and All Outstanding Shares of Common Stock of LANDSEA HOMES CORPORATION at $11. |
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| May 23, 2025 |
Exhibit 107 EX-FILING FEES CALCULATION OF FILING FEE TABLES SCHEDULE TO (Rule 14d-100) Landsea Homes Corporation (Name of Subject Company (Issuer)) Lido Merger Sub, Inc. |
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| May 23, 2025 |
Exhibit (b)(1) Execution Version KENNEDY LEWIS INVESTMENT MANAGEMENT CONFIDENTIAL May 12, 2025 The New Home Company Inc. |
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| May 16, 2025 |
EXHIBIT 99.(a)(5)(E) Landsea Team, I want to take this opportunity to introduce myself and New Home Co. I’m sure this week has been an emotional whirlwind, which I can assure you is completely normal given the magnitude of the recent announcement. Having been a part of 10 merger or acquisition announcements in my career (on both sides of the transactions) every single one is different. I hope Mond |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Landsea Homes Corporation (Name of Subject Company (Issuer)) Lido Merger Sub, Inc. (Name of Filing Person (Offeror)) a direct wholly owned subsidiary of Lido Holdco, Inc. (Name of Filing Person (Offeror)) The New Home C |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Landsea Homes Corporation (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Landsea Homes Corporation (Name of Subject Company) Landsea Homes Corporation (Name of Person Filing Statement) Common Stock, par value $0.0001 per share Warrants exercisable for Common Stock (Title of Class of Se |
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| May 13, 2025 |
Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 8, 2025 among LANDSEA HOMES CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and THE LENDERS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arranger and Syndication Agent BofA SECURITIES, INC., as Joint Lead Arranger and Sole Bookrunner, SECOND AMENDMENT TO |
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| May 13, 2025 |
Exciting News from New Home Co. EXHIBIT 99.(a)(5)(B) Subject: Exciting News from New Home Co. Dear [ ], Earlier today, New Home announced [ ] an agreement to acquire Landsea Homes Corporation, creating a leading national asset-light homebuilder. The transaction brings together two strong teams with a reputation for quality construction, differentiated platforms and an exceptional customer experience. In case you are not familiar |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant as |
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| May 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Employe |
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| May 13, 2025 |
EXHIBIT 99.(a)(5)(A) New Home Co. to Acquire Landsea Homes Corporation, Creating a Top 25 National Homebuilder Landsea Homes Shareholders to Receive $11.30 Per Share in Cash, Representing a Premium of Approximately 61% to the Closing Share Price on May 12, 2025 Complementary, Diversified Footprint Positions Combined Company to Accelerate Continued Growth Across the Country IRVINE, Calif. and DALLA |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Landsea Homes Corporation (Name of Subject Company (Issuer)) Lido Merger Sub, Inc. (Name of Filing Person (Offeror)) a direct wholly owned subsidiary of Lido Holdco, Inc. (Name of Filing Person (Offeror)) The New Home C |
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| May 13, 2025 |
Exciting News from New Home Co. EXHIBIT 99.(a)(5)(C) Subject: Exciting News from New Home Co. Dear [ ], I am reaching out with some exciting news from New Home. Earlier today, New Home announced [ ] an agreement to acquire Landsea Homes Corporation, creating a leading national asset-light homebuilder. The transaction brings together two strong teams with a reputation for quality construction, differentiated platforms and an exce |
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| May 13, 2025 |
Exhibit 99.1 Landsea Homes Reports First Quarter 2025 Results •Home sales revenue increased 2.3% to $299.4 million •New home deliveries increased 27.3% to 643 homes •Net new home orders of 679 increased 11.1% •Home sales gross margin of 13.0%, adjusted home sales gross margin of 20.0% •Book value per share of $18.14 Dallas, Texas – May 13, 2025 – Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea |
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| May 13, 2025 |
Exciting News from New Home Co. EXHIBIT 99.(a)(5)(D) Subject: Exciting News from New Home Co. Dear [ ], Earlier today, New Home announced [ ] an agreement to acquire Landsea Homes Corporation, creating a leading national asset-light homebuilder. The transaction brings together two strong teams with a reputation for quality construction, differentiated platforms and an exceptional customer experience. In case you are not familiar |
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| May 13, 2025 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among LIDO HOLDCO, INC. LIDO MERGER SUB, INC. and LANDSEA HOMES CORPORATION Dated as of May 12, 2025 TABLE OF CONTENTS Page Article 1 The OFFER 2 1.1 The Offer 2 1.2 Company Actions 7 Article 2 The Merger 9 2.1 The Merger 9 2.2 Closing and Effective Time of the Merger 10 2.3 Governance Matters 10 Article 3 Conversion of Securities IN THE MERGER 10 3. |
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| May 13, 2025 |
Exhibit 10.2 FIRST AMENDMENT TO ORIGINAL NOTE PURCHASE AGREEMENT This First Amendment to Original Note Purchase Agreement (this “First Amendment”), dated as of May 11, 2025, among Landsea Homes Corporation (the “Company”) and U.S. Bank Trust Company, National Association, as agent (the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F |
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| May 13, 2025 |
EXHIBIT 99.1 New Home Co. to Acquire Landsea Homes Corporation, Creating a Top 25 National Homebuilder Landsea Homes Shareholders to Receive $11.30 Per Share in Cash, Representing a Premium of Approximately 61% to the Closing Share Price on May 12, 2025 Complementary, Diversified Footprint Positions Combined Company to Accelerate Continued Growth Across the Country IRVINE, Calif. and DALLAS, May 1 |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38545 LANDS |
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| March 5, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer of |
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| March 5, 2025 |
Press Release issued by the Company, dated March 5, 2025. EXHIBIT 99.1 FOR IMMEDIATE RELEASE Landsea Homes Corporation Confirms Receipt of Director Nominees from Mill Road DALLAS, Mar. 05, 2025 – Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”) today confirmed that its Board of Directors has received notice from Mill Road Capital III, L.P. (“Mill Road”) of its intention to nominate three director candidates to stand for electio |
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| March 5, 2025 |
Landsea Homes Corporation Confirms Receipt of Director Nominees from Mill Road EXHIBIT 99.1 FOR IMMEDIATE RELEASE Landsea Homes Corporation Confirms Receipt of Director Nominees from Mill Road DALLAS, Mar. 05, 2025 – Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”) today confirmed that its Board of Directors has received notice from Mill Road Capital III, L.P. (“Mill Road”) of its intention to nominate three director candidates to stand for electio |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer of |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 27, 2025 |
Description of the Registrant’s Securities Exhibit 4.7 DESCRIPTION OF SECURITIES The following sets forth a summary of the material terms of the securities of Landsea Homes Corporation (“we,” “us,” “our” or the “Company”), including certain provisions of Delaware law and the material provisions of our Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) and our Second Ame |
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| February 27, 2025 |
Exhibit 10.8 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 24, 2025 among LANDSEA HOMES CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and THE LENDERS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arranger and Syndication Agent BofA SECURITIES, INC., as Joint Lead Arranger and Sole Bookrunner, 1 FIRST AMENDME |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Em |
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| February 27, 2025 |
Landsea Homes Corporation Insider Trading Policy Exhibit 19.1 LANDSEA HOMES CORPORATION INSIDER TRADING POLICY I.INTRODUCTION Federal and state laws prohibit buying, selling, gifting, or making other transfers of securities by persons who have material information that is not generally known or available to the public (“Material Nonpublic Information”). These laws also prohibit persons with such Material Nonpublic Information from disclosing thi |
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| February 27, 2025 |
Exhibit 21.1 LANDSEA HOMES CORPORATION Subsidiaries List As of 12/31/2024 Entity Name Jurisdiction of Formation 1 54 Windsor, LLC AZ 2 A & J Companies, LLC AZ 3 Acoma Court, LLC AZ 4 Alice Park, LLC AZ 5 Antares Acquisition, LLC TX 6 AV1, LLC AZ 7 Bethany Ranch, LLC AZ 8 CDR11, LLC AZ 9 Country Club Lakes Developers, LLC FL 10 Garrett Walker Homes, LLC AZ 11 Georgiana Community Developers LLC FL 1 |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38545 LANDSEA HOMES CORPORATION |
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| February 27, 2025 |
Landsea Homes Reports Fourth Quarter and Full Year 2024 Results Exhibit 99.1 Landsea Homes Reports Fourth Quarter and Full Year 2024 Results •Record fourth quarter home sales revenue of $450.6 million •Record fourth quarter home closings of 937, up 41% •Record full year total revenue of $1.55 billion •Fourth quarter net new home orders of 636, up 60% •Fourth quarter cash from operations of $47.8 million •Fourth quarter net income of $3.0 million, or $0.08 per |
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| January 22, 2025 |
SUSAN LATTMANN REJOINS LANDSEA HOMES BOARD OF DIRECTORS AS THOMAS HARTFIELD CONCLUDES HIS TERM EXHIBIT 99.1 SUSAN LATTMANN REJOINS LANDSEA HOMES BOARD OF DIRECTORS AS THOMAS HARTFIELD CONCLUDES HIS TERM Dallas, Texas (January 22, 2025) — Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”), a publicly traded residential homebuilder, announced today that Susan E. Lattmann has rejoined the Company’s Board of Directors effective immediately. Ms. Lattmann is rejoining the |
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| January 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commiss |
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| December 26, 2024 |
Exhibit 2 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Deven Petito and Eric Yanagi, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U. |
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| December 26, 2024 |
Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of December 26, 2024, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership of each of the undersigned of shares of common stock of Landsea Homes Corporation, a Delaware corporation, and the statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned. |
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| December 13, 2024 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d931068dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint |
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| December 13, 2024 |
LSEA / Landsea Homes Corporation / Yu Jian Jun - SC 13G Passive Investment SC 13G 1 d931068dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No: ) Landsea Homes Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 51509P103 (CUSIP Number) December 10, 2024 (Date of Event Which Requires Filing of This Statement) C |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer |
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| December 11, 2024 |
LSEA / Landsea Homes Corporation / CHEN HUAIJUN - SC 13G/A Passive Investment SC 13G/A 1 d914713dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No: 1) Landsea Homes Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 51509P103 (CUSIP Number) December 9, 2024 (Date of Event Which Requires Filing of This Statemen |
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| December 11, 2024 |
LSEA / Landsea Homes Corporation / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A 1 d905013dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Chief Executive Officer Landsea Holdings Corporation 530 Lytton |
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| December 9, 2024 |
EXHIBIT 1.1 Landsea Homes Corporation (a Delaware corporation) Common Stock UNDERWRITING AGREEMENT December 5, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 As Representative of the Several Underwriters set forth on Schedule C hereto Ladies and Gentlemen: The persons listed in Schedule E hereto (the “Selling Stockholders”), each a stockholder of Landsea Homes |
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| December 9, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commiss |
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| December 6, 2024 |
6,086,957 Shares of Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-252569 PROSPECTUS SUPPLEMENT (To Prospectus dated April 7, 2022) 6,086,957 Shares of Common Stock The selling stockholders identified in this prospectus supplement are offering 6,086,957 shares of our common stock. We will not receive any of the proceeds from the sale of common stock by the selling stockholders. Our common stock is listed on th |
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| December 5, 2024 |
Subject to Completion, dated December 5, 2024 The information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. |
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| December 5, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commissi |
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| December 5, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 1, 2024, Landsea Homes Corporation (together with its subsidiaries, “Landsea Homes” or the “Company”) completed the previously announced acquisition of Antares (“Antares Acquisition”) for approximately $239.8 million (subject to certain customary post-closing adjustments) using a combination of cash on hand and borr |
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| December 5, 2024 |
EXHIBIT 10.1 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this “Agreement”) is entered into as of December 5, 2024 (the “Effective Date”) by and among the following parties (collectively, the “Parties,” and each individually, a “Party”): (a) Landsea Homes Corporation (“Homes”); and (b) Landsea Holdings Corporation (“Holdings”). WHEREAS, the Parties have had various agree |
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| December 5, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Emp |
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| November 4, 2024 |
Landsea Homes Reports Third Quarter 2024 Results Exhibit 99.1 Landsea Homes Reports Third Quarter 2024 Results •Net income increased 29% to $11.1 million or $0.30 per share, a 36% increase •Adjusted net income increased 36% to $15.9 million or $0.44 per share, a 47% increase •Home sales revenue increased 26.2% to $325.6 million •New home deliveries increased 40% to 629 homes •Net new home orders of 626 increased 28.8% •Home sales gross margin of |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employe |
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| September 26, 2024 |
LSEA / Landsea Homes Corporation / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A 1 d898118dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Executive Vice President Landsea Holdings Corporation 530 Lytton |
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| September 26, 2024 |
Amended and Restated Agreement Regarding Consensual Resolution of Credit Facility EX-99.20 2 d898118dex9920.htm EX-99.20 Exhibit 20 Amended and Restated Agreement Regarding Consensual Resolution of Credit Facility This Amended and Restated Agreement is made as of September 26, 2024 between East West Bank (“Lender”) and Landsea Holdings Corporation (“Borrower”). Whereas, Lender has extended a credit facility to Borrower pursuant to a Loan Agreement dated as of June 7, 2022 and a |
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| September 25, 2024 |
AMENDMENT TO VOTING AND STOCKHOLDER AGREEMENT EX-99.17 2 d832169dex9917.htm EX-99.17 Exhibit 17 AMENDMENT TO VOTING AND STOCKHOLDER AGREEMENT This AMENDMENT TO VOTING AND STOCKHOLDER AGREEMENT (this “Amendment”) is entered into as of September 24, 2024 (the “Effective Date”) by and between Landsea Holdings Corporation, a Delaware corporation (“LHC”), 1103849 B.C. LTD., a British Columbia corporation (“Lender”), and Ever Fast Holdings Limited, |
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| September 25, 2024 |
LSEA / Landsea Homes Corporation / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A 1 d832169dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Executive Vice President Landsea Holdings Corporation 530 Lytton |
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| September 25, 2024 |
AMENDMENT TO STOCK BONUS AWARD AGREEMENT EX-99.18 3 d832169dex9918.htm EX-99.18 Exhibit 18 AMENDMENT TO STOCK BONUS AWARD AGREEMENT This AMENDMENT TO STOCK BONUS AWARD AGREEMENT (this “Amendment”) is made effective as of September 24, 2024 (the “Effective Date”) by and between Landsea Holdings Corporation, a Delaware corporation (“LHC”), and Qin Zhou, an individual residing in the State of California (the “Executive”, and together with L |
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| September 25, 2024 |
AMENDMENT TO STOCK BONUS AWARD AGREEMENT EX-99.19 4 d832169dex9919.htm EX-99.19 Exhibit 19 AMENDMENT TO STOCK BONUS AWARD AGREEMENT This AMENDMENT TO STOCK BONUS AWARD AGREEMENT (this “Amendment”) is made effective as of September 24, 2024 (the “Effective Date”) by and between Landsea Holdings Corporation, a Delaware corporation (“LHC”), and Yitu Wang, an individual residing in the State of California (the “Executive”, and together with |
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| September 24, 2024 |
LSEA / Landsea Homes Corporation / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Executive Vice President Landsea Holdings Corporation 530 Lytton Ave, 2nd Floor, Palo Alto, CA |
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| September 24, 2024 |
Agreement Regarding Consensual Resolution of Credit Facility EX-99.16 Exhibit 16 Agreement Regarding Consensual Resolution of Credit Facility This Agreement is made as of September 22, 2024 between East West Bank (“Lender”) and Landsea Holdings Corporation (“Borrower”). Whereas, Lender has extended a credit facility to Borrower pursuant to a Loan Agreement dated as of June 7, 2022 and as amended as of June 29, 2023 (the “Loan Agreement”) and secured pursuan |
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| September 20, 2024 |
Landsea Homes Corporation 1717 McKinney Avenue, Suite 1000 Dallas, TX 75202 September 20, 2024 Landsea Homes Corporation 1717 McKinney Avenue, Suite 1000 Dallas, TX 75202 September 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 13, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commissi |
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| September 13, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 1, 2024, Landsea Homes Corporation (together with its subsidiaries, “Landsea Homes” or the “Company”) completed the previously announced acquisition of Antares (“Antares Acquisition”) for approximately $239.8 million (subject to certain customary post-closing adjustments) using a combination of cash on hand and borr |
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| September 13, 2024 |
EXHIBIT 4.8 LANDSEA HOMES CORPORATION INDENTURE Dated as of , 20 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 4 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 5 Sect |
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| September 13, 2024 |
EXHIBIT 99.1 Antares Acquisition, LLC Financial Statements Three Months Ended March 31, 2024 Antares Acquisition, LLC Table of Contents Page Unaudited Financial Statements Balance Sheets 1 Statements of Operations 2 Statements of Members' Equity 3 Statements of Cash Flows 4 Notes to Financial Statements 5 Antares Acquisition, LLC Balance Sheets March 31, 2024 (Unaudited) and December 31, 2023 (Una |
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| September 13, 2024 |
EXHIBIT 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee []Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 (I.R.S. |
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| September 13, 2024 |
As filed with the Securities and Exchange Commission on September 13, 2024. As filed with the Securities and Exchange Commission on September 13, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Landsea Homes Corporation (Exact name of registrant as specified in its charter) Delaware 82-2196021 (State or other jurisdiction of incorporation or organizati |
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| September 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Landsea Homes Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(3) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| August 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Emplo |
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| August 1, 2024 |
Landsea Homes Reports Second Quarter 2024 Results Exhibit 99.1 Landsea Homes Reports Second Quarter 2024 Results •Home sales revenue increased 43.5% to $418.2 million •Net new home orders of 760 increased 34.5% •Net income of $2.9 million or $0.08 per share •Adjusted net income of $13.3 million or $0.36 per share, a 9% increase •Home sales gross margin of 14.9%, 21.1% on an adjusted basis •Book value per share of $17.94 Dallas, Texas – August 1, |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant as S |
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| July 2, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| July 2, 2024 |
EXHIBIT 10.1 JOINDER, COMMITMENT INCREASE, AND REALLOCATION AGREEMENT THIS JOINDER, COMMITMENT INCREASE, AND REALLOCATION AGREEMENT (this “Agreement”) is made this 26th day of June, 2024, by and among Truist Bank (“New Lender”), Bank of America, N.A., as administrative agent for the lenders (in such capacity, “Administrative Agent”), and Landsea Homes Corporation, a Delaware corporation (“Borrower |
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| June 24, 2024 |
LSEA / Landsea Homes Corporation / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A 1 d787093dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Executive Vice President Landsea Holdings Corporation 530 Lytton |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 5, 2024 |
EX-99.15 3 d842715dex9915.htm EX-99.15 Exhibit 15 STOCK BONUS AWARD AGREEMENT This Stock Bonus Award Agreement (this “Agreement”) is made and entered into as of June 3, 2024, by and between Landsea Holdings Corporation, a Delaware corporation (“LHC”), and Yitu Wang, an individual residing in California, USA (the “Executive”, and together with LHC, the “Parties”). RECITALS WHEREAS, Landsea Homes Co |
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| June 5, 2024 |
LSEA / Landsea Homes Corporation / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A 1 d842715dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Executive Vice President Landsea Holdings Corporation 530 Lytton |
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| June 5, 2024 |
EX-99.14 2 d842715dex9914.htm EX-99.14 Exhibit 14 STOCK BONUS AWARD AGREEMENT This Stock Bonus Award Agreement (this “Agreement”) is made and entered into as of June 3, 2024, by and between Landsea Holdings Corporation, a Delaware corporation (“LHC”), and Qin Zhou, an individual residing in California, USA (the “Executive”, and together with LHC, the “Parties”). RECITALS WHEREAS, Landsea Homes Cor |
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| May 31, 2024 |
EXHIBIT 10.2 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into by and between Mike Forsum (“Executive”) and Landsea Homes Corporation, a Delaware corporation (the “Company”), effective as of January 1, 2024 (the “Effective Date”). This Agreement amends and restates that certain Employment Agreement between |
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| May 31, 2024 |
EXHIBIT 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into by and between John Ho (“Executive”) and Landsea Homes Corporation, a Delaware corporation (the “Company”), effective as of January 1, 2024 (the “Effective Date”). This Agreement amends and restates that certain Employment Agreement between Exe |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer of i |
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| May 29, 2024 |
LSEA / Landsea Homes Corporation / CHEN HUAIJUN - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Landsea Homes Corp. |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer of i |
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| May 15, 2024 |
VOTING AND STOCKHOLDER AGREEMENT EX-99.13 2 d824251dex9913.htm EX-99.13 Exhibit 13 VOTING AND STOCKHOLDER AGREEMENT This VOTING AND STOCKHOLDER AGREEMENT (this “Stockholder Agreement”) is entered into as of May 10, 2024, by and between Landsea Holdings Corporation, a Delaware corporation (“LHC”), 1103849 B.C. LTD., a British Columbia corporation (“Lender”), and Ever Fast Holdings Limited, a BVI company and wholly-owned subsidiary |
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| May 15, 2024 |
LSEA / Landsea Homes Corporation / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Executive Vice President Landsea Holdings Corporation 530 Lytton Ave, 2nd Floor, Palo Alto, CA |
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| May 2, 2024 |
INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is made and entered into as of April 30, 2024 between Landsea Homes Corporation (“Homes”), and Landsea Holdings Corporation (“Holdings”). |
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| May 2, 2024 |
FOURTH AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT This Fourth Amended and Restated Stockholder’s Agreement, dated as of April 30, 2024 (this “Agreement”), is entered into by and between Landsea Homes Corporation, a Delaware corporation (the “Company”), and Landsea Holdings Corporation, a Delaware corporation (together with its Affiliates (as defined below) who are assignees pursuant to Section 6. |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant as |
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| May 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Employer |
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| May 1, 2024 |
Landsea Homes Reports First Quarter 2024 Results First Quarter 2024 Highlights Exhibit 99.1 Landsea Homes Reports First Quarter 2024 Results First Quarter 2024 Highlights •First quarter net new home orders of 612, a 23% year-over-year increase •Total revenue of $294.0 million, driven by 505 home closings at an average price of $579,000 •Adjusted EBITDA of $17.0 million •Book value per share of $17.92 •Repurchased approximately 534,000 shares of common stock for $6.4 million |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer of |
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| April 25, 2024 |
EXHIBIT 10.1 PUBLISHED CUSIP NUMBERS: DEAL: 51508XAA5 REVOLVER 51508XAB3 AMENDED AND RESTATED CREDIT AGREEMENT by and among LANDSEA HOMES CORPORATION, as Borrower BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and THE LENDERS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arranger and Syndication Agent BofA SECURITIES, INC., as Joint Lead Arranger and a Sole Bookrunn |
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| April 24, 2024 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2024LETTER FROM OUR CHIEF EXECUTIVE OFFICER Dear Fellow Stockholders: It is with great pleasure that we extend our invitation to you to join us for the upcoming 2024 Annual Meeting of Stockholders on June 5, 2024, at 11:00 a. |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 24, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 2, 2024 |
LANDSEA HOMES CLOSES ACQUISITION OF DFW-BASED ANTARES HOMES EXHIBIT 99.1 FOR IMMEDIATE RELEASE LANDSEA HOMES CLOSES ACQUISITION OF DFW-BASED ANTARES HOMES ● Acquisition Expands Homebuilding Footprint into 13 Cities, Including Dallas/Fort Worth Metropolitan Area ● Transaction Adds 2,254 of Owned or Controlled Lots to Landsea Homes’ Portfolio ● “Continues Company Goal Toward Becoming One of Texas’ Top Homebuilders” Dallas, TX (April 2, 2024)—Landsea Homes Co |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer of |
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| April 2, 2024 |
EXHIBIT 4.1 landsea Homes corporation, as Issuer THE GUARANTORS from time to time party hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 1, 2024 8.875% Senior Notes Due 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 34 SECTION 1.03. Incorporation by Referen |
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| March 19, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commissio |
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| March 19, 2024 |
Landsea Homes Announces Pricing of Private Offering of Senior Notes EXHIBIT 99.1 Landsea Homes Announces Pricing of Private Offering of Senior Notes DALLAS, – March 19, 2024 – Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”) announced today that it has priced its previously announced offering (the “Offering”) of $300,000,000 of 8.875% Senior Notes due 2029 (the “Notes”). The Notes will be guaranteed, jointly and severally, on a senior un |
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| March 18, 2024 |
Unaudited Pro Forma Condensed Combined Financial Information Exhibit 99.5 Unaudited Pro Forma Condensed Combined Financial Information On January 8, 2024, Landsea Homes Corporation (together with its subsidiaries, “Landsea Homes” or the “Company”) entered into a membership interest purchase agreement (the “Membership Interest Purchase Agreement”) with Antares Acquisition, LLC (“Antares”) and the sellers named therein, to acquire all of the outstanding membe |
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| March 18, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commissio |
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| March 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commissio |
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| March 18, 2024 |
EXHIBIT 10.1 EIGHTH AMENDMENT AGREEMENT This EIGHTH AMENDMENT AGREEMENT, dated as of March 15, 2024 (this “Amendment”), is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation (the “Borrower”), WESTERN ALLIANCE BANK, an Arizona corporation (“Western Alliance Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), the lenders party to the Cred |
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| March 18, 2024 |
EXHIBIT 99.3 Antares Acquisition, LLC Financial Statements Year Ended December 31, 2023 Antares Acquisition, LLC Table of Contents Page Independent Auditor's Report 1 Financial Statements Balance Sheet 3 Statement of Operations 4 Statement of Members' Equity 5 Statement of Cash Flows 6 Notes to Financial Statements 7 222 W. Las Colinas Blvd, Suite 1570E, Irving, Texas 75039 | 214.492.1986 fax 972. |
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| March 18, 2024 |
Exhibit 99.1 The following discussion should be read in conjunction with the (i) audited financial statements of Antares Acquisition, LLC (“Antares”) as of and for the year ended December 31, 2023 and the associated independent auditor’s report, (ii) audited financial statements of Antares as of and for the year ended December 31, 2022 and the associated independent auditor’s report and (iii) unau |
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| March 18, 2024 |
EXHIBIT 99.4 Antares Acquisition, LLC Financial Statements Year Ended December 31, 2022 Antares Acquisition, LLC Table of Contents Page Independent Auditor's Report 1 Financial Statements Balance Sheet 3 Statement of Operations 4 Statement of Members' Equity 5 Statement of Cash Flows 6 Notes to Financial Statements 7 222 W. Las Colinas Blvd, Suite 1570E, Irving, Texas 75039 | 214.492.1986 fax 972. |
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| March 18, 2024 |
Landsea Homes Announces Commencement of Private Offering of Senior Notes Exhibit 99.2 Landsea Homes Announces Commencement of Private Offering of Senior Notes DALLAS, March 18, 2024 – Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”) announced today that it intends to offer $300,000,000 aggregate principal amount of senior notes due 2029 (the “Notes”), subject to market conditions and other factors. The Notes will be guaranteed, jointly and se |
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| March 11, 2024 |
LSEA / Landsea Homes Corporation / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A 1 d764013dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Executive Vice President Landsea Holdings Corporation 530 Lytton |
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| March 8, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 5, 2024 LANDSEA HOMES CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38545 82-2196021 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 8, 2024 |
EXHIBIT 1.1 Landsea Homes Corporation (a Delaware corporation) Common Stock UNDERWRITING AGREEMENT March 5, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 BofA Securities, Inc. One Bryant Park New York, New York 10036 As Representatives of the Several Underwriters set forth on Schedule C hereto Ladies and Gentlemen: Landsea Holdings Corporation, a Delaware corp |
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| March 7, 2024 |
2,434,783 Shares Common Stock Landsea Homes Corporation Filed Pursuant to Rule 424(b)(4) Registration No. 333-252569 PROSPECTUS SUPPLEMENT (To Prospectus dated April 7, 2022) 2,434,783 Shares Common Stock Landsea Homes Corporation The selling stockholder identified in this prospectus supplement is offering 2,434,783 shares of common stock of Landsea Homes Corporation. We will not receive any proceeds from the sale of the shares by the selling stockhold |
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| March 6, 2024 |
Subject to completion, dated March 5, 2024 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252569 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and the selling stockholder is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not pe |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38545 LANDSEA HOMES CORPORATION |
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| February 29, 2024 |
Landsea Homes Reports Fourth Quarter and Full Year 2023 Results Exhibit 99.1 Landsea Homes Reports Fourth Quarter and Full Year 2023 Results •Fourth Quarter Net New Home Orders, up 352% •Full Year Total Revenue of $1.21 billion •Fourth Quarter Home sales revenue of $379.7 million, driven by 664 home closings at an average price of $572,000 •Fourth Quarter Net income of $12.5 million, or $0.33 per diluted share •Full Year Net Income of $29.2 million or $0.75 pe |
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| February 29, 2024 |
Landsea Homes Corporation Clawback Policy Exhibit 97 LANDSEA HOMES CORPORATION CLAWBACK POLICY (Effective Date: October 2, 2023) Recoupment of Incentive-Based Compensation It is the policy of Landsea Homes Corporation (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement unde |
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| February 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Em |
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| February 29, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following sets forth a summary of the material terms of the securities of Landsea Homes Corporation (“we,” “us,” “our” or the “Company”), including certain provisions of Delaware law and the material provisions of our Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) and our Second Ame |
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| February 29, 2024 |
Exhibit 21.1 LANDSEA HOMES CORPORATION Subsidiaries List Entity Name Jurisdiction of Formation 1 54 Windsor, LLC AZ 2 A & J Companies, LLC AZ 3 Acoma Court, LLC AZ 4 Alice Park, LLC AZ 5 AV1, LLC AZ 6 Bethany Ranch, LLC AZ 7 CDR11, LLC AZ 8 Country Club Lakes Developers, LLC FL 9 Garrett Walker Homes, LLC AZ 10 Georgiana Community Developers LLC FL 11 Grand Manor, LLC AZ 12 GW Sales, LLC AZ 13 GWH |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer |
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| February 12, 2024 |
EXHIBIT 10.1 AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This Amendment to Membership Interest Purchase Agreement (this “Amendment”) is entered into as of February 9, 2024 (the “Amendment Date”) by and among Landsea Homes Corporation, a Delaware corporation (“Buyer”), Antares Acquisition, LLC, a Texas limited liability company (the “Company”), and the entities and individuals identified on |
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| January 9, 2024 |
LANDSEA HOMES EXPANDS TEXAS PRESENCE WITH ACQUISITION OF DFW-BASED ANTARES HOMES EXHIBIT 99.1 FOR IMMEDIATE RELEASE LANDSEA HOMES EXPANDS TEXAS PRESENCE WITH ACQUISITION OF DFW-BASED ANTARES HOMES ● Continues Company Goal Toward Becoming One of Texas’ Top Homebuilders ● Acquisition Expands Homebuilding Footprint into 13 Cities, Including Dallas/Fort Worth Metropolitan Area ● Transaction Adds 2,298 of Owned or Controlled Lots to Landsea Homes’ Portfolio ● Increases Entry Level |
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| January 9, 2024 |
EXHIBIT 99.1 |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer o |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commission (IRS Employer o |
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| January 9, 2024 |
EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among LANDSEA HOMES CORPORATION, Antares Acquisition, LLC, and THE SELLERS Dated as of January 8, 2024 Article 1 PURCHASE AND SALE OF THE INTERESTS; CLOSING 2 1.1 Closing 2 1.2 Purchase and Sale of the Membership Interests 2 1.3 Payments at Closing 2 1.4 Purchase Price Adjustment 2 1.5 Deposit 5 1.6 Withholding 7 Article 2 REPRESENTATIONS |
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| November 2, 2023 |
Landsea Homes Reports Third Quarter 2023 Results Third Quarter 2023 Highlights Exhibit 99.1 Landsea Homes Reports Third Quarter 2023 Results Third Quarter 2023 Highlights •Net income attributable to Landsea Homes of $8.6 million, or $0.22 per diluted share •Pretax income of $12.5 million •Total revenue of $277.3 million •Adjusted Net Income of $11.7 million, or $0.30 per diluted share •Net new home orders of 486, an 89% year-over-year increase •Adjusted EBITDA of $28.7 milli |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant |
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| November 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Emp |
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| September 8, 2023 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 LANDSEA HOMES CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 51509P103 (CUSIP Number) August 24, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| August 24, 2023 |
EXHIBIT 1.1 Landsea Homes Corporation (a Delaware corporation) Common Stock UNDERWRITING AGREEMENT August 21, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 As Representative of the Several Underwriters set forth on Schedule C hereto Ladies and Gentlemen: Green Investment Alpha Limited, a British Virgin Islands company limited by shares (the “Selling Stockholde |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 21, 2023 LANDSEA HOMES CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38545 82-2196021 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 23, 2023 |
4,207,574 Shares Common Stock Landsea Homes Corporation Filed Pursuant to Rule 424(b)(4) Registration No. 333-252569 PROSPECTUS SUPPLEMENT (To Prospectus dated April 7, 2022) 4,207,574 Shares Common Stock Landsea Homes Corporation The selling stockholder identified in this prospectus supplement is offering 4,207,574 shares of common stock of Landsea Homes Corporation. We will not receive any proceeds from the sale of the shares by the selling stockhold |
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| August 22, 2023 |
Subject to completion, dated August 21, 2023 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252569 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and the selling stockholder is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not pe |
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| August 1, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant as S |
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| August 1, 2023 |
EXHIBIT 10.1 SEVENTH AMENDMENT AGREEMENT This SEVENTH AMENDMENT AGREEMENT, dated as of July 31, 2023 (this “Amendment”), is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation (the “Borrower”), WESTERN ALLIANCE BANK, an Arizona corporation (“Western Alliance Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), the lenders party to the Cre |
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| August 1, 2023 |
Landsea Homes Reports Second Quarter 2023 Results Second Quarter 2023 Highlights Exhibit 99.1 Landsea Homes Reports Second Quarter 2023 Results Second Quarter 2023 Highlights •Net income attributable to Landsea Homes of $4.9 million, or $0.12 per diluted share •Total revenue of $293.2 million •Pretax income of $7.5 million •Adjusted EBITDA of $27.0 million •Total homes delivered of 539 •Net new home orders increased 5% to 565 with an order value of $324.4 million •Quarter-end |
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| August 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Emplo |
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| July 21, 2023 |
LSEA / Landsea Homes Corporation - Class A / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Chief Executive Officer Landsea Holdings Corporation 530 Lytton Ave, 2nd Floor, Palo Alto, CA 9 |
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| July 21, 2023 |
Exhibit 10 Exhibit 10 COMMERCIAL PLEDGE AGREEMENT Grantor: LANDSEA HOLDINGS CORPORATION 530 LYTTON AVE STE 304 PALO ALTO, CA 94301 Lender: East West Bank Loan Servicing Department 9300 Flair Drive, 6th Floor El Monte, CA 91731 THIS COMMERCIAL PLEDGE AGREEMENT dated June 29, 2023, is made and executed between LANDSEA HOLDINGS CORPORATION (“Grantor”) and East West Bank (“Lender”). |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| July 18, 2023 |
EXHIBIT 10.1 NOTE PURCHASE AGREEMENT Dated as of July 17, 2023 among LANDSEA HOMES CORPORATION, as the Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Agent, and The Holders Party Hereto TABLE OF CONTENTS Section Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01. Defined Terms 1 1.02. Other Interpretive Provisions 26 1.03. Accounting Terms 27 1.04. Rounding 27 1.05. Times of Day |
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| July 18, 2023 |
Landsea Homes Announces Private Placement of $250 million in Senior Unsecured Notes EXHIBIT 99.1 Landsea Homes Announces Private Placement of $250 million in Senior Unsecured Notes DALLAS, Texas – July 18, 2023 – Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”) announced today that it has entered into a note purchase agreement (“the Note Purchase Agreement”) with various investors, including funds and accounts managed by BlackRock Financial Management I |
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| June 22, 2023 |
LSEA / Landsea Homes Corporation - Class A / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Chief Executive Officer Landsea Holdings Corporation 530 Lytton Ave, 2nd Floor, Palo Alto, CA 9 |
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| June 16, 2023 |
LSEA / Landsea Homes Corporation - Class A / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Chief Executive Officer Landsea Holdings Corporation 530 Lytton Ave, 2nd Floor, Palo Alto, CA 9 |
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| June 16, 2023 |
EXHIBIT 1.1 Landsea Homes Corporation (a Delaware corporation) Common Stock UNDERWRITING AGREEMENT June 12, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 As Representative of the Several Underwriters set forth on Schedule C hereto Ladies and Gentlemen: Landsea Holdings Corporation, a Delaware corporation (the “Selling Stockholder”), a stockholder of Landsea Ho |
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| June 16, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 12, 2023 LANDSEA HOMES CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38545 82-2196021 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 15, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 14, 2023 |
2,956,522 Shares Common Stock Landsea Homes Corporation Filed Pursuant to Rule 424(b)(4) Registration No. 333-252569 PROSPECTUS SUPPLEMENT (To Prospectus dated April 7, 2022) 2,956,522 Shares Common Stock Landsea Homes Corporation The selling stockholder identified in this prospectus supplement is offering 2,956,522 shares of common stock of Landsea Homes Corporation. We will not receive any proceeds from the sale of the shares by the selling stockhold |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 14, 2023 |
Exhibit 10.1 AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT This Amended and Restated Stockholder’s Agreement, dated as of June 13, 2023 (this “Agreement”), is entered into by and between Landsea Homes Corporation, a Delaware corporation (the “Company”), and Landsea Holdings Corporation, a Delaware corporation (“Stockholder” and together with the Company each a “Party” and collectively the “Parties” |
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| June 13, 2023 |
Subject to completion, dated June 12, 2023 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252569 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and the selling stockholder is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not pe |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant as |
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| May 3, 2023 |
Landsea Homes Reports First Quarter 2023 Results First Quarter 2023 Highlights Exhibit 99.1 Landsea Homes Reports First Quarter 2023 Results First Quarter 2023 Highlights •Total revenue of $241.7 million •Pretax income of $5.7 million •First quarter net income of $3.2 million, or $0.08 per diluted share •Home sales gross margin of 18.1% •Total homes delivered of 472 •Net new home orders of 498 with an order value of $282.5 million •Quarter-end homes in backlog of 696 for a t |
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| May 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Employer |
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| April 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 28, 2023 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2023 2022 BUILDER YEAR of theLETTER FROM OUR CHIEF EXECUTIVE OFFICER Dear Fellow Stockholders: It is with great pleasure that we extend our invitation to you to join us for the upcoming 2023 Annual Meeting of Stockholders on June 14, 2023, at 12:00 p. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commissio |
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| March 30, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EX-99.1 2 e4548ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE LANDSEA HOMES CORP. ) C.A. No. 2023- - ) VERIFIED PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205 Petitioner Landsea Homes Corp. (“Landsea” or the “Company”), by and through its undersigned counsel, brings this petition pursuant to 8 Del. C. § 205 (the “Petition”), seeking to have this Court |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commissio |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commissio |
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| March 9, 2023 |
Exhibit 21.1 LANDSEA HOMES CORPORATION Subsidiaries List Entity Name Jurisdiction of Incorporation or Organization 1 54 Windsor, LLC AZ 2 A & J Companies, LLC AZ 3 Acoma Court, LLC AZ 4 Alice Park, LLC AZ 5 AV1, LLC AZ 6 Bethany Ranch, LLC AZ 7 CDR11, LLC AZ 8 Country Club Lakes Developers, LLC FL 9 Garrett Walker Homes, LLC AZ 10 Georgiana Community Developers LLC FL 11 Grand Manor, LLC AZ 12 GW |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38545 LANDSEA HOMES CORPORATION |
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| March 9, 2023 |
Description of the Registrant’s Securities Exhibit 4.5 DESCRIPTION OF SECURITIES The following sets forth a summary of the material terms of the securities of Landsea Homes Corporation (“we,” “us,” “our” or the “Company”), including certain provisions of Delaware law and the material provisions of our Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) and our Second Ame |
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| March 7, 2023 |
Landsea Homes Reports Fourth Quarter and Full Year 2022 Results Fourth Quarter 2022 Highlights Exhibit 99.1 Landsea Homes Reports Fourth Quarter and Full Year 2022 Results Fourth Quarter 2022 Highlights •Home sales revenue increased 25% year-over-year to $417.5 million •Total homes delivered increased 32% to 703 homes •Net income of $25.6 million, or $0.62 per diluted share Full Year 2022 Highlights •Home sales revenue increased 49% to $1.4 billion •Total homes delivered increased 45% to 2, |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Employ |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commis |
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| January 3, 2023 |
EXHIBIT 10.1 SIXTH AMENDMENT AGREEMENT This SIXTH AMENDMENT AGREEMENT, dated as of December 29, 2022 (this “Amendment”), is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation (the “Borrower”), WESTERN ALLIANCE BANK, an Arizona corporation (“Western Alliance Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), the lenders party to the Cre |
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| November 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Emp |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant |
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| November 3, 2022 |
Landsea Homes Reports Third Quarter 2022 Results Third Quarter 2022 Highlights Exhibit 99.1 Landsea Homes Reports Third Quarter 2022 Results Third Quarter 2022 Highlights ?Home sales revenue increased 56.3% to $326 million ?Third quarter net income of $20.0 million, or $0.49 per diluted share ?Total homes delivered increased 43% to 543 homes ?Quarter-end homes in backlog increased 18% to 1,285 for a total of $741.1 million ?Home sales gross margin expanded 480 basis points t |
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| October 3, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commi |
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| October 3, 2022 |
EXHIBIT 10.1 FIFTH AMENDMENT AGREEMENT This FIFTH AMENDMENT AGREEMENT, dated as of September 30, 2022 (this ?Amendment?), is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation (the ?Borrower?), WESTERN ALLIANCE BANK, an Arizona corporation (?Western Alliance Bank?), as Administrative Agent (in such capacity, the ?Administrative Agent?), and as an Incremental Lende |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant as S |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of (Commission (I.R.S. Emplo |
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| August 4, 2022 |
Exhibit 99.1 Landsea Homes Reports Second Quarter 2022 Results Second Quarter 2022 Highlights •Expanded home sales revenue by 46.4% to $351 million •Second quarter net income of $14.9 million, $0.34 per diluted share •Total homes delivered increased 35% to 572 homes •Increased backlog by 31.2% to 1,571 homes for a total of $902.1 million •Home sales gross margin increased to 21.3% •Repurchased 5.1 |
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| July 6, 2022 |
EXHIBIT 99.1 LANDSEA HOMES ANNOUNCES LAUNCH OF ?LANDSEA MORTGAGE? Homebuyers now have access to a seamless and full-service home financing experience with Landsea Mortgage Newport Beach, CA. (July 6, 2022)? Landsea Homes Corporation (Nasdaq: LSEA) (?Landsea Homes? or the ?Company?), a publicly traded residential homebuilder, announced today the launch of Landsea Mortgage powered by NFM Lending, an |
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| July 6, 2022 |
EXHIBIT 10.1 FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT This Amendment (?Amendment?), dated as of June 13, 2022 (the ?Effective Date?), is entered into by and between Landsea Group Co., Ltd., a China limited company (?Licensor?), and Landsea Homes Corporation, a Delaware corporation f/k/a LF Capital Acquisition Corp., a Delaware corporation (?Licensee?). Licensor and Licensee will be referred |
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| July 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| July 5, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| July 5, 2022 |
Exhibit 10.1 FOURTH AMENDMENT AGREEMENT This FOURTH AMENDMENT AGREEMENT, dated as of June 30, 2022 (this ?Amendment?), is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation (the ?Borrower?), WESTERN ALLIANCE BANK, an Arizona corporation (?Western Alliance Bank?), as Administrative Agent (in such capacity, the ?Administrative Agent?), U.S. BANK NATIONAL ASSOCIATION |
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| July 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 27, 2022 |
EXHIBIT I JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of common stock, par value $0. |
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| June 27, 2022 |
LSEA / Landsea Homes Corp / Level Field Capital, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) June 13, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| June 16, 2022 |
EXHIBIT 10.3 |
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| June 16, 2022 |
EXHIBIT 10.1 |
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| June 16, 2022 |
EXHIBIT 10.4 |
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| June 16, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 16, 2022 |
EXHIBIT 10.2 |
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| June 16, 2022 |
LSEA / Landsea Homes Corp / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Chief Executive Officer Landsea Holdings Corporation 660 Newport Center Drive, Suite Newport Beach, CA 9 |
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| June 13, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| June 13, 2022 |
LSEA / Landsea Homes Corp / Green Investment Alpha Ltd - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 LANDSEA HOMES CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 51509P103 (CUSIP Number) June 1, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| June 10, 2022 |
Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 7, 2022) Registration No. 333-252569 Landsea Homes Corporation 42,758,692 Shares of Common Stock 5,500,000 Warrants to Purchase Common Stock This prospectus supplement no. 1 is being filed to update and supplement information contained in the prospectus dated April 7, 2022 (the ?Prospectus?) related to: (1) the |
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| June 9, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 7, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| June 7, 2022 |
EXHIBIT 16.1 June 7, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Landsea Homes Corporation (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Landsea Homes Corporation dated June 3, 2022. We agree with the statements concerning our |
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| June 2, 2022 |
LSEA / Landsea Homes Corp / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Chief Executive Officer Landsea Holdings Corporation 530 Lytton Avenue, Suite 304 Palo Alto, CA 94301 (2 |
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| June 1, 2022 |
EXHIBIT 10.1 SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement (this ?Agreement?) is made and entered into as of June 1, 2022, by and among Landsea Homes Corporation, a Delaware corporation (the ?Company?), and Landsea Holdings Corporation, a Delaware corporation (?Selling Stockholder?). RECITALS WHEREAS, the Selling Stockholder currently owns shares of the Company?s Common Stock, par val |
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| June 1, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commission |
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| June 1, 2022 |
LANDSEA HOMES AGREES TO REPURCHASE $30 MILLION IN COMMON STOCK FROM ITS CONTROLLING STOCKHOLDER EXHIBIT 99.1 LANDSEA HOMES AGREES TO REPURCHASE $30 MILLION IN COMMON STOCK FROM ITS CONTROLLING STOCKHOLDER Newport Beach, CA (June 1, 2022)? Landsea Homes Corporation (Nasdaq: LSEA) (?Landsea Homes? or the ?Company?), a publicly traded residential homebuilder, announced today that it has entered into an agreement to repurchase approximately $30 million in shares of its common stock owned by Land |
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| May 13, 2022 |
LSEA / Landsea Homes Corp / LANDSEA HOLDINGS CORP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Landsea Homes Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 51509P103 (CUSIP Number) Qin Zhou Chief Executive Officer Landsea Holdings Corporation 660 Newport Center Drive, Suite Newport Beach, CA 9 |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38545 Landsea Homes Corporation (Exact Name of Registrant as |
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| April 26, 2022 |
Exhibit 10.3 AMENDMENT NO. 2 TO STOCKHOLDER?S AGREEMENT This Amendment No. 2 (this ?Amendment?) to the Stockholder?s Agreement, dated as of January 7, 2021, as amended on December 21, 2021 (the ?Stockholder?s Agreement?), by and between Landsea Homes Corporation (f/k/a LF Capital Acquisition Group), a Delaware corporation (the ?Company?), and Landsea Holdings Corporation, a Delaware corporation (? |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 26, 2022 | ||
| April 26, 2022 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commissio |
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| April 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 20, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction of incorporation) (Commissio |
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| April 20, 2022 |
EXHIBIT 10.1 SECOND AMENDMENT AGREEMENT This SECOND AMENDMENT AGREEMENT, dated effective as of December 31, 2021 (this ?Amendment?), is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation (the ?Borrower?), WESTERN ALLIANCE BANK, an Arizona corporation (?Western Alliance Bank?), as Administrative Agent (in such capacity, the ?Administrative Agent?), the lenders part |
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| April 20, 2022 |
EXHIBIT 10.2 THIRD AMENDMENT AGREEMENT This THIRD AMENDMENT AGREEMENT, dated as of April 13, 2022 (this ?Amendment?), is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation (the ?Borrower?), WESTERN ALLIANCE BANK, an Arizona corporation (?Western Alliance Bank?), as Administrative Agent (in such capacity, the ?Administrative Agent?), certain lenders party to the Cr |
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| April 8, 2022 |
Filed pursuant to Rule 424(b)(3) File No. 333-252569 PROSPECTUS Landsea Homes Corporation 42,758,692 Shares of Common Stock 5,500,000 Warrants to Purchase Common Stock This prospectus relates to: (1) the issuance by us of up to 7,052,500 shares of our common stock, par value $0.0001 per share (?Common Stock?), that may be issued upon exercise of warrants to purchase Common Stock at an exercise pri |
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| March 30, 2022 |
As filed with the Securities and Exchange Commission on March 29, 2022 As filed with the Securities and Exchange Commission on March 29, 2022 Registration No. |
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| March 29, 2022 |
Consent of BKHM, PA, independent auditors of Hanover Family Builders, LLC and subsidiaries Exhibit 21.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement of Landsea Homes Corporation on Form S-8 (File No. 333-254307) of our report dated March 3, 2022, with respect to the audited consolidated financial statements of Hanover Family Builders, LLC which comprise the consolidated balance sheets as of December 31, 2021 and 2020 a |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38545 LANDS |
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| March 29, 2022 |
EXHIBIT 99.1 HANOVER FAMILY BUILDERS, LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 CONTENTS Page Independent Auditor?s Report 1 ? 2 Consolidated Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 - 18 INDE |
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| March 29, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K/A (the ?Form 8-K/A?) filed with the Securities and Exchange Commission (the ?SEC?) on March 29, 2022. Introduction The Company (?Landsea?) is providing the following unaudited pro forma condensed |
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| March 29, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2022 LANDSEA HOMES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38545 82-2196021 (State or other jurisdiction (Commi |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38545 LANDSEA HOMES CORPORATION |
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| March 16, 2022 |
Description of the Registrant’s Securities Exhibit 4.5 DESCRIPTION OF SECURITIES The following sets forth a summary of the material terms of the securities of Landsea Homes Corporation (?we,? ?us,? ?our? or the ?Company?), including certain provisions of Delaware law and the material provisions of our Second Amended and Restated Certificate of Incorporation (the ?Second Amended and Restated Certificate of Incorporation?) and our Second Ame |
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| March 16, 2022 |
Exhibit 21.1 LANDSEA HOMES CORPORATION Subsidiaries List Entity Name Jurisdiction of Incorporation or Organization 1 54 Windsor, LLC AZ 2 A & J Companies, LLC AZ 3 Acoma Court, LLC AZ 4 Alice Park, LLC AZ 5 AV1, LLC AZ 6 Bethany Ranch, LLC AZ 7 CDR11, LLC AZ 8 Country Club Lakes Developers, LLC FL 9 Garrett Walker Development, LLC AZ 10 Garrett Walker Homes, LLC AZ 11 Georgiana Community Developer |
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| March 10, 2022 |
Landsea Homes Corporation Consolidated Statements of Operations EXHIBIT 99.1 Landsea Homes Reports Fourth Quarter and Full Year 2021 Results ? Fourth quarter net income of $38.4M or $0.83 per diluted share ? Full year net income of $52.8M or $1.14 per diluted share ? Grew backlog units to 998 units and dollar value to $586.2 million, a 33% and 51% growth, respectively ? Increased total lots owned and controlled by 31% to 8,740 ? Completed acquisition of Hanove |
