Landsea Homes Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement
On May 29, 2025, Landsea Homes Corporation (the “Company”), certain subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association (the “Trustee”), as trustee, entered into a Third Supplemental Indenture, dated as of such date (the “Third Supplemental Indenture”), to that certain Indenture dated April 1, 2024, among the Company, certain subsidiary guarantors party thereto and the Trustee (as supplemented, the “Indenture”), governing the Company’s 8.875% Senior Notes due 2029 (the “Notes”).
The Third Supplemental Indenture was entered into to effectuate certain amendments (the “Proposed Amendments”) to the Indenture as further detailed below, for which consents were solicited in the cash tender offer (the “Tender Offer”) and consent solicitations (“Consent Solicitation”) with respect to the Notes previously announced by Lido Merger Sub, Inc. (“Merger Sub”) as further detailed in the Company’s Offer to Purchase and Consent Solicitation Statement, dated May 13, 2025 (as amended or supplemented from time to time, the “Statement”). As of 5:00 p.m., New York City time, on May 29, 2025 (the “Participation Date”), the Company had received valid consents from holders of $293,848,000 aggregate principal amount of the Notes, representing approximately 97.95% of the total outstanding principal amount of the Notes, which amount was sufficient to constitute the requisite consents to approve the Proposed Amendments in accordance with the terms of the Indenture. Following the Participation Date, the consents received cannot be revoked, except as required by law.
The Third Supplemental Indenture amends the Indenture to, among other things, eliminate from the Indenture (i) any obligation to make a “change of control offer” in connection with the Merger (as defined below), (ii) substantially all of the other restrictive covenants and (iii) certain events of default and other provisions contained in the Indenture. The Third Supplemental Indenture became effective upon execution but will only become operative when the Notes are accepted for purchase by Merger Sub pursuant to the terms of the Tender Offer and Consent Solicitation, which include the satisfaction of certain conditions as set forth in the Statement, including the satisfaction of the previously announced proposed merger (the “Merger”) of the Company with Merger Sub and a financing condition.
The foregoing description of the Third Supplemental Indenture is a summary and is qualified in its entirety by reference to the Third Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 1.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
No. |
Description | |
| 4.1 | Third Supplemental Indenture, dated May 29, 2025, by and among Landsea Homes Corporation, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Dated: June 2, 2025
| Landsea Homes Corporation | ||
| By: | /s/ Chris Porter | |
| Name: | Chris Porter | |
| Title: | Chief Financial Officer | |