Landsea Homes Corp.

12/02/2021 | Press release | Distributed by Public on 12/02/2021 15:25

Material Definitive Agreement - Form 8-K




Washington, D.C. 20549



Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 30, 2021


(Exact Name of Registrant as Specified in its Charter)

Delaware 001-38545 82-2196021


of Incorporation)


File Number)

(IRS Employer

Identification Number)

660 Newport Center Drive, Suite 300

Newport Beach, California92660

(Address of Principal Executive Offices) (Zip Code)

(949) 345-8080

(Registrant's Telephone Number, Including Area Code)

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



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 November 30, 2021, Landsea Homes Corporation, a Delaware corporation (the "Company"), and certain of its subsidiaries entered into that certain First Amendment Agreement (the "First Amendment Agreement") with Western Alliance Bank ("WAB"), and the other lender parties thereto, which amends the Company's existing Credit Agreement (the "Credit Agreement"), dated October 6, 2021, by and among the Company, as borrower, WAB, as administrative agent, and the other lender parties thereto, to, among other things, add certain additional incremental lenders to the Credit Agreement and increase the Company's maximum total borrowing capacity under the senior unsecured revolving credit facility thereunder from $500.0 million to $585.0 million.

The foregoing description of the First Amendment Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the First 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.

10.1 First Amendment Agreement, dated November 30, 2021, by and among Landsea Homes Corporation, as borrower, the subsidiaries of Landsea Homes Corporation party thereto, Western Alliance Bank as administrative agent, Western Alliance Bank, and the lender parties thereto.
104 Cover Page Interactive Data File (embedded within the Inline IXBRL document).


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.

Date: December 2, 2021 By:

/s/ Franco Tenerelli

Name: Franco Tenerelli
Title: EVP, Chief Legal Officer and Secretary