Item 1.01 Entry into a Material Definitive Agreement.
On
Neither the Company nor any of its affiliates (including Buyer), nor any director or officer of the Company or any of its affiliates (including Buyer), nor any associate of any such director or officer, has any material relationship with the Sellers or their affiliates.
Concurrently with the closing of the Acquisition, the Company repaid all
Concurrently with the consummation of the Acquisition, the Company and Buyer
entered into an agreement with
The foregoing description of the Purchase Agreement and the Hanover Agreement are not complete and are qualified in their entirety by reference to the full text of such agreements, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Purchase Agreement and may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 relating to the Acquisition is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired:
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days from which this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information:
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days from which this Current Report on Form 8-K must be filed.
(d) Exhibits
Exhibit No. Description
10.1 Membership Interest Purchase Agreement, datedJanuary 18, 2022 , by and amongLandsea Homes Corporation ,Landsea Homes of Florida LLC ,SAM Building Partners, LLC andEdge Creek Ventures, LLC , as the sellers, andSWO Holdings Irrevocable Trust datedApril 3, 2017 ,AJO Holdings Irrevocable Trust datedApril 3, 2017 ,JMO Holdings Irrevocable Trust datedApril 3, 2017 ,Stephen W. Orosz ,Andrew J. Orosz , andJ. Matthew Orosz.* 10.2 Hanover Agreement, datedJanuary 18, 2022 , by and amongLandsea Homes Corporation ,Landsea Homes of Florida LLC ,Hanover Land Company, LLC and the other seller parties thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and exhibits to this agreement have been omitted pursuant to
Item 601(b)(10) of Regulation S-K and the Company agrees to furnish
supplementally to the
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