UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on January 8, 2024, Landsea Homes Corporation, a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (as amended, the “Purchase Agreement”) with Antares Acquisition, LLC, a Texas limited liability company (“Antares”), and the individuals and entities identified in the Purchase Agreement as sellers (collectively, the “Sellers”), pursuant to which the Company agreed to acquire all of the outstanding membership interests of Antares for an aggregate cash purchase price of $185.0 million, subject to certain post-closing adjustments with respect to transaction expenses and total shareholders’ equity, in each case, as further described in the Purchase Agreement.
On February 9, 2024, the Company entered into that certain Amendment to Membership Interest Purchase Agreement (the “Amendment”) with Antares and the Sellers, which amended the Purchase Agreement to, among other things, (i) extend the outside date to either (a) April 1, 2024 or (b) May 1, 2024, as such date is elected by the Company; (ii) provide for an additional deposit of $15.0 million paid by the Company to the Sellers, to be distributed or refunded in accordance with the terms of the Amendment, and (iii) provide for reimbursement by the Company of certain fees and expenses of the Sellers.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Amendment to Membership Interest Purchase Agreement, dated February 9, 2024, by and among Landsea Homes Corporation, Antares Acquisition, LLC, and the sellers party 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: February 12, 2024 | By: | /s/ Kelly Rentzel |
| Name: Kelly Rentzel | ||
| Title: General Counsel |