– Enterprise Mixture to Introduce One of many Nation’s Quickest-Rising Homebuilders as a Publicly Listed Firm in a Transaction Valued at $510 Million
– Landsea Houses’ Father or mother Firm Landsea Inexperienced to Roll 100% of Their Current Fairness Holdings into the Mixed Firm
– The Transaction is Supported by a $35 Million Ahead Buy Settlement That was Oversubscribed
NEW YORK, Aug. 31, 2020 (GLOBE NEWSWIRE) — LF Capital Acquisition Corp. (NASDAQ: LFAC) (“LF Capital”) introduced that it has entered right into a definitive merger settlement (the “Merger Settlement”) with Landsea Houses Integrated (“Landsea Houses”) in a transaction valued at $510 million. Landsea Houses is a high-growth residential homebuilder primarily based in Newport Seaside, CA that’s targeted on entry-level and move-up value factors in engaging markets all through California and Arizona.
Publish-closing, the mixed firm’s sturdy stability sheet will place Landsea Houses to broaden its enterprise each inside its core markets and potential new excessive progress markets organically and through potential acquisitions. Upon completion of the transaction, the mixed firm might be named Landsea Houses Company and its frequent inventory, warrants and items will stay Nasdaq-listed beneath the brand new ticker symbols “LSEA,” “LSEAW,” and “LSEAU”, respectively.
Landsea Houses was based in 2013 by Landsea Inexperienced Properties Co., Ltd. (“LGP” or the “Father or mother”), a publicly traded firm listed on the Hong Kong Inventory Trade (HKSE: 106), to construct houses completely for the U.S. home market. LGP is not going to obtain any money proceeds within the merger and is anticipated to personal 67.four% of Landsea Houses on the closing of the merger.
Landsea Houses Key Funding Highlights
- Development-Oriented Homebuilder in Core Markets of California and Arizona: Centered on constructing entry-level and move-up houses in high-growth markets that replicate fashionable dwelling and improve a buyer’s life-style. Strategically fascinating portfolio of land positions and communities creates vital worth.
- Differentiated By way of its Excessive-Efficiency Houses (HPH) Product Providing: Ship residence automation (by means of its strategic partnership with a “Huge 5” know-how firm), sustainability and power financial savings. The HPH platform is rooted in innovation that draws immediately’s homebuyers.
- Favorable Development Dynamics within the Actual Property Market: Extra homebuyers are coming into the market attributable to COVID-related and work-from-home causes, together with higher mortgage charges/costs, disliking present residence structure or needing a bigger residence. Millennials have turn out to be the most important cohort of consumers within the U.S. and like customization choices with new houses over renovated older houses.
- Strong and Confirmed Monetary Profile: For the twelve months ended June 30, 2020, Landsea Houses had web orders of 1,302 houses, 932 deliveries, 856 houses in backlog and generated $641 million in complete income. Tangible e book worth as of June 30, 2020 was $484 million.
- Skilled Administration Crew with Entrepreneurial Tradition: Deep experience in executing acquisitions and creating high-quality communities.
“Landsea Houses has established a singular and differentiated homebuilding platform with vital progress prospects for the longer term,” stated Scott Reed, CEO and president of LF Capital. “With a robust foothold in two high-growth actual property markets, California and Arizona, and an industry-leading program that gives a superior dwelling surroundings by means of residence automation, sustainability and power financial savings, we imagine this transaction will permit Landsea to succeed in its true progress potential. We sit up for working with the Landsea staff as we introduce their compelling story to the general public markets.”
John Ho, CEO of Landsea Houses, commented: “Landsea is revolutionizing the homebuilder by committing to residence automation, sustainability and power financial savings. Our impressed houses are inbuilt vibrant, prime places the place the patron can join seamlessly with their environment and improve their native life-style, supporting our defining buyer precept –‘Stay in Your Factor®.’ Merging with LF Capital and turning into a public firm is the proper subsequent step in our progress section and an essential milestone for our firm. This transaction will improve our capacity to develop our market share, diversify throughout product choices, strengthen our model place and keep an applicable provide of land for future buildout. LF Capital shares our imaginative and prescient for progress and we’re thrilled about our partnership.”
Abstract of Transaction
Beneath the phrases of the Merger Settlement, LF Capital will purchase Landsea Houses for $344 million in complete consideration, to be paid totally through 32,557,303 newly issued shares of LF Capital’s Class A typical inventory, representing a pretty value to tangible e book worth a number of of zero.84x. Assuming no redemptions by LF Capital’s public stockholders in reference to the merger, the mixed firm may have a professional forma fairness worth of $510 million, professional forma web debt of $121 million, representing a conservative 16% web debt-to-net e book capitalization ratio, and professional forma tangible e book worth of $608 million.
The boards of administrators of each LF Capital and Landsea Houses have unanimously accepted the proposed transaction and it’s anticipated to shut within the fourth quarter of 2020, topic to regulatory and stockholder approvals, and different customary closing situations.
In reference to the proposed merger, LF Capital will search an modification to its present public warrants, which considerably reduces potential dilution from the capital construction, such that on the closing of the merger, (1) every public warrant will entitle the holder thereof to buy one-tenth of 1 share of Class A typical inventory as a substitute of entitling the holder thereof to buy one share of Class A typical inventory and (2) every holder of public warrants issued and excellent instantly previous to the closing of the merger might be entitled to obtain from LF Capital a one-time fee of $1.85 per public warrant as quickly as fairly practicable following the closing of the merger. The warrant modification requires the approval of holders of at the least 65% of the excellent public warrants, and the closing of the merger isn’t conditioned on approval of the warrant modification.
LF Capital has entered into sure ahead buy agreements (every, an “FPA Settlement”) with sure institutional traders (the “FPA Traders”), whereby the FPA Traders have agreed to buy as much as $35 million shares of LF Capital’s Class A typical inventory within the combination within the public markets at a value of as much as $10.56 per share. The FPA Settlement was well-received by institutional traders and was oversubscribed. Pursuant to their obligations beneath the FPA Settlement, the FPA Traders have agreed to vote any shares of LF Capital’s Class A typical inventory bought pursuant to the FPA Settlement in favor of the merger and associated transactions. The FPA Traders have additionally agreed to not redeem these shares in reference to the approval of the merger or any proposal to increase the deadline for LF Capital to finish its preliminary enterprise mixture.
In reference to the transaction, LF Capital’s sponsor has entered into an settlement to give up a portion of its founder fairness to align with the long-term worth creation and efficiency of Landsea Houses. As well as, LF Capital’s sponsor has agreed that a portion of its founder fairness will vest provided that the share value of the mixed firm exceeds $14.00 per share in the course of the twenty-four month interval following the closing of the merger.
LF Capital and Landsea Houses administration will host a joint investor convention name to debate the proposed transaction immediately, August 31, 2020 at 10:00 am EDT. The webcast might be accompanied by an in depth investor presentation.
Date: Monday, August 31, 2020
Time: 10:00 a.m. Japanese time
Toll-free dial-in quantity: 833-570-1142
Worldwide dial-in quantity: 914-987-7089
Convention ID: 6081248
Please name the convention phone quantity 5-10 minutes previous to the beginning time. An operator will register your identify and group. You probably have any issue connecting with the convention name, please contact Gateway Investor Relations at 949-574-3860.
The convention name might be broadcast reside and out there for replay here and through LF Capital’s web site at www.lfcapital.co. A phone replay might be out there roughly two hours after the decision concludes by means of Monday, September 14, 2020.
Toll-free replay quantity: 855-859-2056
Worldwide replay quantity: 404-537-3406
Replay ID: 6081248
B. Riley FBR and Raymond James & Associates, Inc. are appearing as monetary advisors for LF Capital. B. Riley FBR and Barclays are appearing as placement brokers for LF Capital. Dechert LLP is appearing as authorized counsel for LF Capital.
Rothschild & Co is appearing as unique monetary advisor to Landsea Houses. Gibson, Dunn & Crutcher LLP is appearing as authorized counsel for Landsea Houses. Barclays is appearing as capital markets advisor to Landsea Houses. Gateway Group is serving as communications advisor to Landsea Houses.
About LF Capital Acquisition Corp.
LF Capital Acquisition Corp. is a clean verify firm that was fashioned in 2018 for the aim of effecting a merger, capital inventory change, asset acquisition, inventory buy, reorganization, or related enterprise mixture with a number of companies. For extra data, please go to www.lfcapital.co.
About Landsea Houses Integrated.
Landsea Houses designs and builds best-in-class, high-performance houses and sustainable master-planned communities in among the most fascinating markets in america. The corporate has developed houses and communities in New York, Boston, New Jersey, Arizona and all through California in Silicon Valley, Los Angeles and Orange County.
Creating impressed locations that replicate fashionable dwelling, Landsea Houses builds suburban, single-family indifferent and hooked up houses, mid- and high-rise properties and master-planned communities to satisfy the varied and ever-changing expectations and existence of our homebuyers immediately and tomorrow.
Led by a veteran staff of professionals who boast years of worldwide expertise and deep native experience, Landsea Houses is dedicated to positively enhancing the lives of our homebuyers, staff and stakeholders by creating an unparalleled life-style expertise that’s unmatched in every single place we construct.
Landsea Houses is an entirely owned U.S. subsidiary of Landsea Inexperienced Group, a world homebuilder that thinks globally however operates domestically. Working on three continents together with Europe, Asia and North America, Landsea’s deep information and expertise of constructing and dwelling in several environments all around the world ship houses that embrace the native life-style wherein they’re constructed. For extra data, please go to landseahomes.com.
Necessary Info Concerning the Proposed Merger and Associated Transactions and The place to Discover It
LF Capital intends to file with the Securities and Trade Fee (“SEC”) a proxy assertion in reference to the particular assembly of stockholders to be held to approve the proposed merger and associated transactions as of a document date to be established for voting on such proposals. LF Capital will mail the proxy assertion and different related paperwork to its stockholders. Traders and safety holders of LF Capital are suggested to learn, when out there, the proxy assertion as a result of the proxy assertion will include essential details about the proposed merger and associated transactions and the events to such transactions. Stockholders of LF Capital will even be capable of get hold of copies of the proxy assertion, with out cost, as soon as out there, on the SEC’s web site at www.sec.gov or by directing a request to: LF Capital Acquisition Corp., 600 Madison Avenue, Suite 1802, New York, NY 10022.
Members within the Solicitation
LF Capital and its administrators, government officers, different members of administration, and staff, beneath SEC guidelines, could also be deemed to be members within the solicitation of proxies of LF Capital’s stockholders in reference to the proposed merger and associated transactions. Traders and safety holders might get hold of extra detailed data concerning the names and pursuits within the proposed transactions of LF Capital’s administrators and officers in LF Capital’s filings with the SEC, together with LF Capital’s Annual Report on Kind 10-Ok for the fiscal yr ended December 31, 2019, which was filed with the SEC on February 24, 2020 and such data will even be within the proxy assertion to be filed with the SEC by LF Capital in reference to the proposed merger and associated transactions.
Ahead Trying Statements
This press launch contains “ahead trying statements” throughout the which means of the “secure harbor” provisions of america Personal Securities Litigation Reform Act of 1995. When used on this press launch, the phrases “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “might,” “will,” “ought to,” “future,” “suggest” and variations of those phrases or related expressions (or the unfavourable variations of such phrases or expressions) are supposed to determine forward-looking statements. These forward-looking statements should not ensures of future efficiency, situations or outcomes, and contain a variety of recognized and unknown dangers, uncertainties, assumptions and different essential elements, a lot of that are outdoors LF Capital’s administration’s management, that would trigger precise outcomes or outcomes to vary materially from these mentioned within the forward-looking statements. Necessary elements, amongst others, which will have an effect on precise outcomes or outcomes embrace: the situations to the completion of the merger, together with the required approval by LF Capital’s stockholders, is probably not happy on the phrases anticipated or on the anticipated schedule; the events’ capacity to satisfy expectations concerning the timing and completion of the merger; the prevalence of any occasion, change or different circumstance that would give rise to the termination of the Merger Settlement; the approval by LF Capital’s stockholders of an modification to LF Capital’s organizational paperwork to increase the date by which LF Capital should full its preliminary enterprise mixture in an effort to have sufficient time to shut the proposed transaction; the result of any authorized proceedings which may be instituted in opposition to the Firm associated to the merger or the Merger Settlement; and the quantity of the prices, charges, bills and different prices associated to the merger. LF Capital undertakes no obligation to replace or revise any forward-looking statements, whether or not on account of new data, future occasions or in any other case, besides as required by legislation.
No Provide or Solicitation
This press launch shall not represent a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press launch shall additionally not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions wherein such provide, solicitation or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by way of a prospectus assembly the necessities of part 10 of the Securities Act of 1933, as amended.
LF Capital Contact:
Scott A. Reed
Chief Govt Officer and President
Landsea Houses Contact:
Chief Govt Officer
Investor Relations Contact:
Gateway Investor Relations