Landsea Homes Announces Closing of Secondary Common Stock Offering
Landsea Homes Corporation (LSEA) closes underwritten secondary offering, selling 2,434,783 shares at $11.60 per share. Largest stockholder no longer owns majority stake. Company no longer a 'controlled company' under Nasdaq listing standards.
The recent secondary offering by Landsea Homes Corporation represents a notable shift in the company's ownership structure. The sale of over 2.4 million shares by the largest stockholder, at $11.60 per share and the additional exercise option for roughly 365,000 shares, indicates a strategic move to diversify the shareholder base. This is a critical development for current and potential investors, as the transition away from being a 'controlled company' could affect corporate governance and potentially lead to changes in how the company is managed.
Furthermore, with the Selling Stockholder relinquishing the majority control, there could be implications for the stock's liquidity and volatility. A diversified investor base often leads to improved marketability of the shares and can attract institutional investors who were previously hesitant to invest in a company under majority control. However, this also opens the door to more significant influence from activist investors, which could lead to pressure for changes in strategy or leadership.
Analyzing the financial implications of the secondary offering, it's important to note that Landsea Homes did not receive any proceeds from this transaction. This indicates that the liquidity event was solely for the benefit of the Selling Stockholder. From a financial perspective, the transaction does not directly infuse capital into Landsea Homes, which means it does not immediately change the company's operational or financial capacity.
However, the offering price of $11.60 per share provides a reference point for the market, potentially impacting investor perception of the company's valuation. Additionally, the participation of senior management and directors in the purchase of shares at the offering price signals confidence in the company's prospects, which could be perceived positively by the market.
The transition out of 'controlled company' status under Nasdaq listing standards introduces new compliance requirements for Landsea Homes. The company will need to adhere to Nasdaq's corporate governance standards, which include a majority of independent directors on the board and independent oversight of executive compensation and nomination processes. This change can be beneficial for shareholders, as it often leads to enhanced transparency and accountability.
It's also noteworthy that the transaction was conducted under a shelf registration statement, which is a regulatory filing that allows an issuer to sell securities to the public without the need for a separate prospectus for each act of offering. This suggests that Landsea Homes and the Selling Stockholder anticipated this transaction and planned accordingly, which reflects a level of foresight in corporate strategy.
03/08/2024 - 04:15 PM
DALLAS, March 08, 2024 (GLOBE NEWSWIRE) -- Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”), a publicly traded residential homebuilder, announced today the closing of its previously announced underwritten secondary offering by its largest stockholder, Landsea Holdings Corporation (the “Selling Stockholder”), of 2,434,783 shares of the Company’s common stock, at a price of $11.60 per share (before underwriting discounts and commissions), and the full exercise by the underwriters of their option to purchase an additional 365,217 shares the Company’s common stock (the “Offering”). B. Riley Securities and BofA Securities acted as joint bookrunning managers in the Offering. BTIG and Wedbush Securities acted as co-managers in the Offering.
The Company did not offer any shares of its common stock in the Offering and did not receive any of the proceeds from the sale of the shares offered by the Selling Stockholder.
As a result of the Offering, the Selling Stockholder no longer beneficially owns a majority of the Company’s outstanding shares of common stock, and the Company no longer qualifies as a “controlled company” under the Nasdaq listing standards. The Company is currently in compliance with and intends to comply with the transition period requirements applicable following the loss of such status under the Nasdaq listing standards.
“The closing of the Offering marks a significant milestone for our company,” said Landsea Homes Chief Executive Officer John Ho. “While Landsea Homes has always operated as an independent entity, it is an important step to no longer be considered a ‘controlled company’ under the Nasdaq listing standards. We also believe that reducing our investor concentration and cultivating a more diverse investor base are in the best interest of our shareholders. We appreciate the Selling Stockholder’s continued support.”
Certain members of the Company’s senior management team and board of directors and a family member of the Company’s Chairman purchased an aggregate of $915,000 in shares of common stock that was offered by the Selling Stockholder in the Offering, at a price equal to the per share Offering price.
A shelf registration statement on Form S-3 (including a prospectus) relating to these securities has been filed with and declared effective by the Securities and Exchange Commission (the "SEC"). The Offering is being made solely by means of a prospectus supplement and the accompanying prospectus. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may be obtained by contacting B. Riley Securities, Inc., 1300 17th Street North, Suite 1300, Arlington, VA 22209, by telephone at 1-703-312-9580 or by e-mail at prospectuses@brileyfin.com or BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Landsea Homes Corporation
Landsea Homes Corporation (Nasdaq: LSEA) is a publicly traded residential homebuilder based in Dallas, TX that designs and builds homes and sustainable master-planned communities, including suburban, single-family detached and attached homes, mid-rise properties, and master-planned communities. The Company is developing homes and communities in Arizona, California, Colorado, Florida, Texas and Metro New York.
Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Landsea Homes cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “look” or similar expressions may identify forward-looking statements.
These forward-looking statements are based on information available as of the date of this press release and our management’s current expectations, forecasts, and assumptions, and involve a number of judgments, risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, the risk factors described by Landsea Homes in its filings with the SEC. These risk factors and those identified elsewhere in this press release, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: the ability to close the Offering; costs related to continuing as a public company; the ability to maintain the listing of Landsea Homes’ securities on Nasdaq; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated in Landsea Homes’ SEC reports or documents filed or to be filed with the SEC by Landsea Homes.
Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. These forward-looking statements speak only as of the date of this press release. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Contact Information:
Investor Relations: drew@mackintoshir.com
Media: anoebel@cornerstonecomms.com
How many shares were sold in Landsea Homes Corporation (LSEA) underwritten secondary offering?
2,434,783 shares were sold in the underwritten secondary offering by the largest stockholder.
At what price were the shares sold in Landsea Homes Corporation (LSEA) secondary offering?
The shares were sold at a price of $11.60 per share.
Who acted as joint bookrunning managers in the Landsea Homes Corporation (LSEA) offering?
B. Riley Securities and BofA Securities acted as joint bookrunning managers in the offering.
What milestone did the closing of the offering represent for Landsea Homes Corporation (LSEA)?
The closing of the offering marked a significant milestone as the company is no longer considered a 'controlled company' under Nasdaq listing standards.
Did Landsea Homes Corporation (LSEA) offer any shares in the offering?
No, the company did not offer any shares in the offering.
