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Landsea Homes Corporation (LSEA) announces a secondary offering of 2,434,783 shares by its largest stockholder, Landsea Holdings Corporation, with potential additional shares. The underwriters have a 30-day option to purchase more shares. The Company’s senior management team, board of directors, and Chairman’s family member plan to buy $867,000 worth of shares at the offering price. The Offering is not by the Company itself, and it will not receive any proceeds from the sale. The Offering is made under a shelf registration statement on Form S-3 filed with the SEC.
The announcement of a secondary offering by Landsea Homes Corporation’s largest stockholder is a significant event with potential implications for the stock’s liquidity and market perception. The offering of 2,434,783 shares, with an additional option for underwriters to purchase up to 365,217 shares, could lead to an increase in the stock’s float, which is the number of shares available for public trading. A larger float often results in reduced volatility and potentially more gradual price movements. However, it may also dilute existing shareholders’ equity if the market perceives the offering as a sign that the largest stockholder is reducing their stake due to a lack of confidence in the company’s future prospects.
Furthermore, the participation of senior management and a family member of the Chairman in purchasing a substantial amount of shares could be interpreted as a vote of confidence, potentially offsetting negative investor sentiment. The pricing of these shares at the same level as the offering price suggests alignment with external investors, which might be viewed favorably by the market.
From a financial perspective, the fact that Landsea Homes will not receive any proceeds from the sale is crucial. This means the company’s capital structure and cash reserves are not directly affected by this transaction. However, the secondary offering could impact the company’s stock price, as the market absorbs the additional shares. The involvement of reputable financial institutions as bookrunners and co-managers, such as B. Riley Securities and BofA Securities, indicates a well-structured offering that might be executed efficiently.
Investors should closely monitor the aftermarket performance of the stock following the offering. The shelf registration statement on Form S-3 suggests that the company has prepared for potential future securities offerings, which could indicate strategic financial planning for growth or acquisitions.
Legally, the offering is structured to comply with SEC regulations, as evidenced by the use of a shelf registration statement on Form S-3. This form is commonly used by public companies to register securities that may be offered in one or more future transactions. The effectiveness of the registration statement and the role of the prospectus supplement are key in ensuring that all transactions are conducted lawfully and transparently.
It’s also important to note that the press release explicitly states that this shall not constitute an offer to sell or a solicitation of an offer to buy in any state or jurisdiction where such an offer would be unlawful. This caution highlights the company’s compliance with state and federal securities laws, which is a critical aspect for investor confidence.
DALLAS, March 05, 2024 (GLOBE NEWSWIRE) — Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”), a publicly traded residential homebuilder, announced today that its largest stockholder, Landsea Holdings Corporation (the “Selling Stockholder”), has commenced a secondary offering of 2,434,783 shares of the Company’s common stock (the “Offering”). The Selling Stockholder will also grant the underwriters a 30-day option to purchase up to an additional 365,217 shares of common stock.
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, as well as a family member of our Chairman, will purchase up to an aggregate of $867,000 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 prospectus supplement and the accompanying prospectus relating to the Offering, when available, 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 Mackintosh, CFA
Mackintosh Investor Relations, LLC
drew@mackintoshir.com
(512) 243-5009
Media:
Annie Noebel
Cornerstone Communications
anoebel@cornerstonecomms.com
(949) 449-2527
2,434,783 shares are being offered by Landsea Holdings Corporation, the largest stockholder.
B. Riley Securities and BofA Securities are acting as joint bookrunning managers in the Offering.
No, the Company will not receive any proceeds from the sale of shares offered by the Selling Stockholder.
Copies of the prospectus supplement and accompanying prospectus can be obtained by contacting B. Riley Securities or BofA Securities.
No, the Offering is being made by the Selling Stockholder, Landsea Holdings Corporation.
