NEW YORK, Dec. 15, 2020 (GLOBE NEWSWIRE) -- LF Capital Acquisition Corp. (NASDAQ: LFAC) announced today that LF Capital’s stockholders voted to approve the proposed business combination with Landsea Homes Incorporated and certain other related transactions, pursuant to which LF Capital will acquire Landsea Homes for $344 million in total consideration, to be paid fully via 32,557,303 newly issued shares of LF Capital’s Class A common stock. In connection with the approval of the proposed business combination, LF Capital’s public stockholders have requested the redemption of 503,716 shares of LF Capital’s public stock.
In addition, LF Capital’s warrant holders voted to approve the amendment to the warrant agreement related to LF Capital’s public warrants such that, as of the closing of the business combination, (i) each issued and outstanding public warrant, which currently entitles each holder thereof to purchase one share of LF Capital’s Class A common stock at an exercise price of $11.50 per share, will become exercisable for one-tenth of one share at an exercise price of $1.15 per one-tenth share ($11.50 per whole share) and (ii) each holder of public warrants issued and outstanding immediately prior to the closing of the business combination will be entitled to receive from LF Capital a one-time payment of $1.85 per public warrant as soon as practicable following the closing and contingent thereon.
On August 31, 2020, LF Capital announced that it entered into a definitive merger agreement (the “Merger Agreement”) with Landsea Homes. In connection with the Business Combination and under the Merger Agreement, the Merger Agreement requires Landsea Homes’ parent, Landsea Green Properties Co., Ltd. (“Landsea Green”), to use reasonable best efforts to obtain the approval of the Stock Exchange of Hong Kong Limited (“HKSE”) in accordance with the applicable requirements of the HKSE’s listing rules. As previously announced, LF Capital is seeking to extend the deadline to consummate the Business Combination with Landsea Homes from December 22, 2020 to January 22, 2021 (the “Extension”). The Extension will give the parties additional time to obtain the required HKSE approval, which is expected to be obtained shortly.
“We are thrilled to receive this overwhelming support from our shareholders and look forward to completing our business combination with Landsea Homes,” said Scott Reed, CEO and President of LF Capital.
Martin Tian, Founder and Chairman of Landsea Green, commented: “We are in full support of the upcoming Business Combination and expect imminent approval from the HKSE. We believe this transaction will provide the combined company the necessary resources and capital to reach its true growth potential.”
Advisors
B. Riley Securities and Raymond James & Associates, Inc. are acting as financial advisors for LF Capital. B. Riley Securities and Barclays are acting as placement agents for LF Capital. Dechert LLP is acting as legal counsel for LF Capital.
Rothschild & Co is acting as exclusive financial advisor to Landsea Homes. Gibson, Dunn & Crutcher LLP is acting as legal counsel for Landsea Homes. Barclays is acting as capital markets advisor to Landsea Homes. Gateway Group is serving as communications advisor to Landsea Homes.
About LF Capital Acquisition Corp.
LF Capital Acquisition Corp. is a blank check company that was formed in 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. For more information, please visit www.lfcapital.co.
About Landsea Homes Incorporated
Landsea Homes designs and builds best-in-class, high-performance homes and sustainable master-planned communities in some of the most desirable markets in the United States. The company has developed homes and communities in, Arizona and throughout California in Silicon Valley, Los Angeles and Orange County.
Creating inspired places that reflect modern living, Landsea Homes builds suburban, single-family detached and attached homes, mid- and high-rise properties and master-planned communities to meet the diverse and ever-changing expectations and lifestyles of our homebuyers today and tomorrow.
Led by a veteran team of industry professionals who boast years of worldwide experience and deep local expertise, Landsea Homes is committed to positively enhancing the lives of our homebuyers, employees and stakeholders by creating an unparalleled lifestyle experience that is unmatched everywhere we build.
Landsea Homes is currently a wholly owned U.S. subsidiary of Landsea Green Group, an international homebuilder that thinks globally but operates locally. Operating on three continents including Europe, Asia and North America, Landsea Green’s deep knowledge and experience of building and living in different environments all over the world deliver homes that embrace the local lifestyle in which they are built. For more information, please visit landseahomes.com.
