Landsea Homes Announces Pricing of Secondary Common Stock Offering
Landsea Homes Corporation (LSEA) announces the pricing of a secondary offering by its largest stockholder, Landsea Holdings Corporation, of 2,434,783 shares of common stock at $11.60 per share. The offering is expected to close on March 8, 2024. The Company is not offering any shares in the offering and will not receive proceeds from the sale. Certain members of the senior management team and board of directors will purchase shares at the offering price.
The secondary offering by Landsea Homes Corporation's largest stockholder is a significant event that warrants attention from investors and market analysts alike. The pricing of the shares at $11.60, which is a fixed value before underwriting discounts and commissions, is a critical factor for assessing the attractiveness of the offering. The decision by the Selling Stockholder to sell a substantial number of shares could indicate a variety of strategic moves, including portfolio diversification or capital raising for other ventures.
Moreover, the grant of a 30-day option to underwriters to purchase additional shares introduces potential dilution of existing shareholders' equity, but also reflects standard practice in such offerings to accommodate over-allotments. The participation of senior management and a family member of the Chairman in the purchase of shares could be interpreted as a positive signal of internal confidence in the company's prospects. However, it's important to monitor the stock's performance post-offering to gauge market sentiment.
From a market perspective, the dynamics of the Offering could influence investor perception of Landsea Homes' market positioning. The homebuilding industry is sensitive to economic indicators such as interest rates, consumer confidence and regulatory changes. The timing and size of the Offering may be driven by a strategic assessment of these factors, as well as the company's capital structure optimization.
It is also worth noting that the company will not receive any proceeds from the sale, which suggests that the Offering is not aimed at raising capital for the company itself but rather for the Selling Stockholder. This could have a neutral to slightly negative impact on the company's immediate financial growth prospects, as no new capital is being infused directly into the company's operations or growth initiatives.
The legal framework surrounding the Offering, including the use of a shelf registration statement on Form S-3, is a standard procedure for public companies allowing them to sell securities over a period of time. The SEC's role in declaring the registration statement effective ensures that all material information has been disclosed to potential investors. The emphasis on the Offering being made solely by means of a prospectus supplement and the accompanying prospectus underscores the importance of compliance with securities law and the need for transparency in such transactions.
Additionally, the disclaimer stating that the press release does not constitute an offer to sell or a solicitation of an offer to buy is a standard legal precaution to prevent any misinterpretation of the communication as an informal offer, which could have legal ramifications.
03/06/2024 - 07:00 AM
DALLAS, March 06, 2024 (GLOBE NEWSWIRE) -- Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”), a publicly traded residential homebuilder, announced today the pricing of the 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) (the “Offering”). The Selling Stockholder has granted the underwriters a 30-day option to purchase up to 365,217 additional shares of the Company's common stock. The Offering is expected to close on March 8, 2024, subject to the satisfaction of customary closing conditions.
B. Riley Securities and BofA Securities are acting as joint bookrunning managers in the Offering. BTIG and Wedbush Securities are acting as co-managers in the Offering.
The Company is not offering any shares of its common stock in the Offering and will not receive any of the proceeds from the sale of the shares offered by the Selling Stockholder. The Company also expects certain members of its senior management team and board of directors and a family member of our Chairman will purchase up to an aggregate of $915,000 in shares of its common stock being 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
What is the ticker symbol for Landsea Homes Corporation?
The ticker symbol for Landsea Homes Corporation is LSEA.
How many shares are being offered in the secondary offering?
2,434,783 shares of common stock are being offered in the secondary offering.
What is the price per share in the secondary offering?
The price per share in the secondary offering is $11.60.
When is the expected closing date for the offering?
The offering is expected to close on March 8, 2024.
Will the Company receive any proceeds from the sale of shares in the offering?
The Company is not offering any shares in the offering and will not receive any proceeds from the sale.
