UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area
code:
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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:
| 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 | ||
| The Capital Market | ||||
| The |
| 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 December 29, 2022, Landsea Homes Corporation, a Delaware corporation (the “Company”), and certain of its subsidiaries entered into that certain Sixth Amendment Agreement (the “Sixth 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, April 13, 2022, June 30, 2022 and September 30, 2022, and as may be further amended from time to time, the “Credit Agreement”), to, among other things, extend the maturity date of the credit facility by one year (from October 6, 2024 to October 6, 2025), and modify the calculation of the borrowing base under the Credit Agreement.
The foregoing description of the Sixth Amendment Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Sixth 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 | Sixth Amendment Agreement, dated December 29, 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: January 3, 2023 | By: | /s/ Franco Tenerelli |
| Name: Franco Tenerelli | ||
| Title: EVP, Chief Legal Officer and Secretary | ||