0001721386 false 0001721386 2022-06-30 2022-06-30 0001721386 LSEA:CommonStockParValue0.0001PerShareMember 2022-06-30 2022-06-30 0001721386 LSEA:WarrantsExercisableForCommonStockMember 2022-06-30 2022-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

  

 

 

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
File Number)
  (IRS Employer
Identification No.)
             
660 Newport Center Drive, Suite 300
Newport Beach, California
      92660
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: (949) 345-8080 

_______________________________________

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share   LSEA   The Nasdaq Capital Market
Warrants exercisable for Common Stock   LSEAW   The Nasdaq Capital Market

 

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)

 

  Emerging growth company

 

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.

 

 

 

 

  Item 1.01 Entry into a Material Definitive Agreement

  

On June 30, 2022, Landsea Homes Corporation, a Delaware corporation (the “Company”), and certain of its subsidiaries entered into that certain Fourth Amendment Agreement (the “Fourth Amendment Agreement”) with Western Alliance Bank, as administrative agent, and the other lender parties thereto, which amends the Company’s existing Credit Agreement dated October 6, 2021 (as amended on November 30, 2021, December 31, 2021, and April 13, 2022, and as may be further amended from time to time, the “Credit Agreement”), to, among other things, add an additional lender to the Credit Agreement, increase the Company’s maximum total borrowing capacity under the senior unsecured revolving credit facility thereunder from $585.0 million to $655.0 million, and change the interest rate index from LIBOR to the one-month Term SOFR Reference Rate.

 

The foregoing description of the Fourth Amendment Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Fourth Amendment Agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.

 

 

 

 

  Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
10.1 Fourth Amendment Agreement, dated June 30, 2022, by and among Landsea Homes Corporation, as borrower, the other loan parties party thereto, Western Alliance Bank as administrative agent, and the lender parties thereto.
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: July 1, 2022 By: /s/ Franco Tenerelli
    Name: Franco Tenerelli
    Title: EVP, Chief Legal Officer and Secretary