UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 1, 2022, Landsea Homes Corporation, a Delaware corporation (the “Company”), and Landsea Holdings Corporation, a Delaware corporation and controlling stockholder of the Company (“LHC”), entered into a share repurchase agreement pursuant to which the Company has agreed to repurchase from LHC 4,398,826 shares of Company common stock for an aggregate purchase price of approximately $30.0 million. LHC also agreed not to sell any of its shares of the Company’s common stock for the 90-day period from the date of the repurchase agreement, subject to limited exceptions. The repurchase of the shares will be funded with cash on hand, and the transaction is expected to close on or about June 2, 2022. The Company intends to retire the shares repurchased following closing of the transaction.
The repurchase agreement and the terms of the transaction were unanimously approved by a Special Committee of the Company’s Board of Directors consisting entirely of independent directors who are not affiliated with LHC or any of its affiliates and the Audit Committee of the Company’s Board of Directors under the Company’s related party transaction policy. The Special Committee retained independent legal and financial advisors to assist it in evaluating and approving the transaction and the terms of the repurchase agreement.
LHC is 100% owned indirectly by Landsea Green Properties Co., Ltd. (“Landsea Green”). Mr. Ming (Martin) Tian, the Chairman of the Company’s Board of Directors, indirectly beneficially owns more than 55.0% of Landsea Green through his direct and indirect interests in other entities. LHC currently has the right to appoint seven members of the Company’s Board of Directors pursuant to a stockholders agreement. See Item 13, Certain Relationships and Related Transactions, and Director Independence in the Company’ Annual Report on Form 10-K for the year ended December 31, 2021 for a description of the stockholders agreement and certain other transactions between the Company and LHC and its affiliates.
The above description of the repurchase agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the repurchase agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Share Repurchase Agreement, by and between Landsea Homes Corporation and Landsea Holdings Corporation, dated June 1, 2022 |
| 99.1 | Press Release issued by Landsea Homes Corporation on June 1, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 1, 2022 | By: | /s/ Franco Tenerelli |
| Name: Franco Tenerelli | ||
| Title: EVP, Chief Legal Officer and Secretary | ||
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