UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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):
(Exact name of registrant as specified in its charter)
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| of incorporation) | File Number) | Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. | |
Explanatory Note
On January 18, 2022, Landsea Homes Corporation, a Delaware corporation (the “Company”), and its wholly owned subsidiary, Landsea Homes of Florida LLC, a Delaware corporation (“Buyer”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with SAM Building Partners, LLC and Edge Creek Ventures, LLC, as the sellers, and SWO Holdings Irrevocable Trust dated April 3, 2017, AJO Holdings Irrevocable Trust dated April 3, 2017, JMO Holdings Irrevocable Trust dated April 3, 2017, Stephen W. Orosz, Andrew J. Orosz, and J. Matthew Orosz, pursuant to which Buyer acquired (including the transactions related thereto, the “Acquisition”) all the membership interests of Hanover Family Builders, LLC, a Florida-based homebuilder , which Acquisition closed concurrently with the execution of the Purchase Agreement. On January 20, 2022, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other things, the consummation of the Acquisition and entry into the Hanover Agreement, and indicating that the Company intended to provide the required Item 9.01(a) Financial Statements of Business Acquired and Item 9.01(b) Pro Forma Financial Information through an amendment to the Original Form 8-K no later than 71 days from the date on which the Original Form 8-K was required to be filed. This Current Report on Form 8-K/A amends the Original Form 8-K to provide such financial statements and information.
Item 9.01 of the Original Form 8-K is hereby amended and restated in its entirety as set forth below.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired:
The audited consolidated financial statements of Hanover Family Builders, LLC and subsidiaries as of and for the years ended December 31, 2021 and December 31, 2020 are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(a) by reference.
(b) Pro Forma Financial Information:
The unaudited pro forma condensed combined financial statements of Hanover Family Builders, LLC and subsidiaries as of and for the year ended December 31, 2021, giving effect to the Acquisition, are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(b) by reference.
(c) Exhibits
| Exhibit No. | Description |
| 21.1 | Consent of BKHM, PA, independent auditors of Hanover Family Builders, LLC and subsidiaries |
| 99.1 | Audited consolidated financial statements of Hanover Family Builders, LLC and subsidiaries for the years ended December 31, 2021 and December 31, 2020. |
| 99.2 | Unaudited pro forma condensed combined financial statements of Hanover Family Builders, LLC and subsidiaries as of and for the year ended December 31, 2021, giving effect to the Acquisition. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LANDSEA HOMES CORPORATION | ||
| Date: March 29, 2022 | By: | /s/ Franco Tenerelli |
| Name: Franco Tenerelli | ||
| Title: Executive Vice President, Chief Legal Officer and Secretary |