Sec Form 13D Filing - LANDSEA HOLDINGS CORP filing for Landsea Homes Corp (LSEA) - 2021-01-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Landsea Homes Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

51509P103

(CUSIP Number)

Qin Zhou

Chief Executive Officer

Landsea Holdings Corporation

660 Newport Center Drive, Suite

Newport Beach, CA 92660

(213) 689-5132

With a copy to:

James Hsu, Esq.

Squire Patton Boggs (US) LLP

555 Flower St 31st floor

Los Angeles, CA 90071

(213) 689-5170

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 7, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.   ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Landsea Green Properties Co. Ltd may be deemed to have beneficial ownership of the Shares since Landsea Holdings Corporation is 100% indirectly owned by Landsea Green Properties Co. Ltd. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Landsea Green Properties Co. Ltd. or any of its subsidiaries having a beneficial ownership interest in Landsea Holdings Corporation that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

Mr. Tian may be deemed to have beneficial ownership of the Shares since Landsea Holdings Corporation is 100% indirectly owned by Landsea Green Properties Co. Ltd. and Mr. Tian indirectly beneficially owns approximately 57.8% of Landsea Green Properties Co. Ltd. through his interest in Easycorps Group Limited (“Easycorps”), Greensheid Corporation (“Greensheid”), and Landsea International Holdings Limited (“Landsea International”). Easycorps is wholly-owned by Mr. Tian. Greensheid is wholly-owned by Landsea International, which in turn is wholly-owned by Landsea Group Co., Ltd. (“Landsea Group”). Mr. Tian is the controlling shareholder of Landsea Group. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. Tian, Easycorps, Greensheid, Landsea Group, Landsea Green Properties Co. Ltd. or any of Landsea Green Properties Co. Ltd.’ subsidiaries having a beneficial ownership interest in Landsea Holdings Corporation that he or it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Statement on Schedule 13D

Item 1. – Security and Issuer

Item 2. Identity and Background

The agreement among the Reporting Persons with respect to the joint filing of this Schedule 13D and any amendments thereto (the “Joint Filing Agreement”) is filed herewith as Exhibit 1. Neither the fact of this filing nor anything contained herein shall be deemed an admission by any of the Reporting Persons that they constitute a “group.”

The principal business address of HK Parent is Unit 5103, 51/F., The Center, 99 Queen’s Road Central, Hong Kong.

The principal business address of Mr. Tian is c/o Landsea Group Co., Ltd. (“Landsea Group”), Building 5, Lane 280, Linhong Road, Changning District, 200335.

Mr. Tian’s principal occupation is the Chairman of the Board and President of Landsea Group and the Chairman of the Board of HK Parent. Mr. Tian is also the Chairman of the Board of the Issuer.

The name, business address, present principal occupation or employment and citizenship of, and certain other information regarding, each director and executive officer of as well as each controlling shareholder of each of Landsea Holdings and HK Parent are set forth on Schedule A hereto.

Item 3. – Source and Amount of Funds or Other Consideration

On January 7, 2021 (the “Closing Date”), upon the closing of the previously announced business combination pursuant to that certain Agreement and Plan of Merger dated August 31, 2020 (the “Merger Agreement”), by and among LF Capital Acquisition Corp., a Delaware corporation (the “Issuer”), LFCA Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly-owned subsidiary of the Issuer, Landsea Homes Incorporated, a Delaware corporation (“Landsea”), and Landsea Holdings, the sole stockholder of Landsea, the Issuer issued to Landsea Holdings 32,557,303 shares of Common Stock of the Issuer (the “Merger Consideration”), which shares were valued at $10.56 per share for purposes of determining the number of shares payable to Landsea Holdings for its ownership interests in Landsea and totaled approximately $344 million. As contemplated by the Merger Agreement and as described in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on November 23, 2020 (the “Proxy Statement”), Merger Sub was merged with and into Landsea, with Landsea continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Merger, the Issuer owns 100% of the outstanding common stock of Landsea and each share of common stock of Landsea has been cancelled and converted into the right to receive a portion of the Merger Consideration. In connection with the closing of the Business Combination (the “Closing”), the Issuer owns, directly and indirectly, 100% of the stock of Landsea and its subsidiaries and Landsea Holdings, the sole stockholder of Landsea, as of immediately after the effective time of the Merger, holds the Merger Consideration. In connection with the Closing, the Issuer changed its name from LF Capital Acquisition Corp. to Landsea Homes Corporation.

On the Closing Date, Level Field Capital, LLC, a Delaware limited liability company (the “Sponsor”) surrendered and transferred to Landsea Holdings, for no consideration and as a contribution to the capital of Landsea Holdings, (a) 2,260,000 private placement warrants and (b) 500,000 shares of Common Stock (the “Sponsor Shares”) pursuant to that certain Sponsor Transfer, Waiver, Forfeiture and Deferral Agreement dated as of August 31, 2020, by and among the Sponsor, the Issuer, Landsea Holdings, and Landsea (the “Sponsor Surrender Agreement”).

On the Closing Date, Landsea Holdings disposed of 179,038 shares of Common Stock (the “Disposal of Settlement Shares”), in addition to a cash settlement in the amount of $1,753,737.24 for the remainder thereof, in settlement of 345.63 shares of phantom stock issued under the Landsea Homes Incorporated Phantom Stock Plan in connection with the completion of the Merger pursuant to the Merger Agreement.

After acquiring the Merger Consideration and the Sponsor Shares and the Disposal of Settlement Shares, as of the Closing Date, Landsea Holdings holds of record 32,878,265 shares of Common Stock (the “Shares”). Except as described above in this Item 3, Landsea Holdings did not pay any cash or other consideration for the Shares.

Item 4. – Purpose of Transaction

Merger Agreement

The information regarding the Merger Agreement under Item 3 is incorporated herein by reference.

As of the Closing Date, after the acquisition of the Merger Consideration and the Sponsor Shares and the Disposal of Settlement Shares, Landsea Holdings owns approximately 71.1% of the outstanding shares of common stock of the Issuer, based on 46,231,025 shares of Common Stock issued and outstanding as of the Closing Date, the calculation of which includes all shares of Common Stock, the only outstanding class of the Issuer’s capital stock following the Business Combination, issued and outstanding as of the Closing Date.

The Merger Agreement is referenced herein as Exhibit 2 and is incorporated by reference into this Item 4.

Sponsor Surrender Agreement

Concurrent with the execution of the Merger Agreement, the Sponsor, the Issuer, Landsea Holdings, and Landsea entered into that certain Sponsor Transfer, Waiver, Forfeiture and Deferral Agreement (the “Sponsor Surrender Agreement”), pursuant to which the Sponsor agreed to (i) forfeit to the Issuer for no consideration 2,260,000 warrants held by the Sponsor, (ii) forfeit to the Issuer for no consideration 600,000 shares of Class B common stock held by the Sponsor, (iii) transfer to Landsea Holdings for no consideration 2,200,000 private placement warrants, (iv) transfer to Landsea Holdings for no consideration 500,000 shares of Class A common stock held by the Sponsor following the conversion upon consummation of the Merger of 500,000 shares of Class B common stock held by the Sponsor, (v) defer the conversion of 500,000 shares of its Class B common stock contingent upon the valuation of the Class A common stock reaching certain thresholds during the twenty-four month period following the closing of the Merger, (vi) exercise any warrants held by the Sponsor to purchase Class A common stock solely on a cashless basis, (vii) waive its right to convert the outstanding principal due under that certain Convertible Promissory Note, dated March 4, 2019, as amended, by and between Sponsor and the Issuer, to warrants of the Issuer in lieu of cash payment upon the consummation of the Merger, and (viii) cancel that certain $1,000,000 working capital loan to the Issuer pursuant to that certain Promissory Note entered into with the Issuer, dated as of July 16, 2020, in each case on terms and subject to the conditions set forth therein.

The Sponsor Surrender Agreement is referenced herein as Exhibit 3 and is incorporated by reference into this Item 4.

Stockholder’s Agreement

On the Closing Date, pursuant to the Merger Agreement, the Issuer and Landsea Holdings entered into that certain Stockholder’s Agreement, whereby, among other things, the parties agreed (i) to certain board composition and nomination requirements, including rights to nominate directors in accordance with defined ownership thresholds, establish certain committees and their respective duties and allow for the compensation of directors, (ii) to provide Landsea Holdings with certain inspection and visitation rights, access to Issuer management, auditors and financial information, (iii) to provide Landsea Holdings with veto rights with respect to certain actions of the Issuer, (iv) not to, to the extent permitted by applicable law, share confidential information related to the Issuer, (v) to waive their right to jury trial and choose Delaware as the choice of law, and (vi) to vote their Common Stock in furtherance of the aforementioned rights, in each case on terms and subject to the conditions set forth therein. In addition, Landsea Holdings also agreed not to compete with the Company in the “domestic homebuilding business,” as such term is defined therein, so long as it, together with its affiliates, controls more than 10% of the Issuer or has a representative serving on the board of directors.

The Stockholder’s Agreement is referenced herein as Exhibit 4 and is incorporated by reference into this Item 4.

Amendments to Articles of Incorporation or Bylaws

On the Closing Date, Issuer filed the Second Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate”) with the Secretary of State of the State of Delaware. The material terms of the A&R Certificate and the general effect upon the rights of holders of the Issuer’s capital stock are described in the sections of the Proxy Statement entitled “Proposal No. 3—Approval of the Second Amended and Restated Certificate of Incorporation” and “Proposal No. 4—Approval of Certain Governance Provisions in the Second Amended and Restated Certificate of Incorporation” beginning on pages 137 and 141 of the Proxy Statement, respectively, which information is incorporated herein by reference.

In addition, upon the Closing, pursuant to the terms of the Merger Agreement, the Issuer amended and restated its bylaws.

The A&R Certificate and the Second Amended and Restated Bylaws are referenced herein as Exhibit 5 and Exhibit 6 respectively and are incorporated by reference into this Item 4.

Changes to the Board of Directors and Management

Changes to the board of directors and management of the Issuer in connection with the Merger are incorporated herein by reference from the information regarding the Issuer’s officers and directors set forth under the heading “Directors and Executive Officers” in Item 2.01 of the Issuer’s Current Report on Form 8-K filed with the SEC on January 13, 2021.

Future Events

Except as disclosed herein, the Reporting Persons have no plans which relate to or would result in an event described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons may, from time to time, engage in discussions, whether initiated by the Reporting Persons or another party, concerning proposals for transactions or other arrangements that may relate to or, if consummated, result in an event described in Item 4 of Schedule 13D. The Reporting Persons may review and evaluate their investments in the Issuer at any time, whether in light of the discussions described in the immediately preceding sentence or otherwise, which may give rise to plans or proposals that, if consummated, would result in one or more of the events described in Item 4 of Schedule 13D (subject to any applicable terms and conditions of that certain Seller Lockup Agreement dated January 7, 2021, a copy of which is referenced herein as Exhibit 7 and is incorporated by reference into this Item 4). Any such discussion or actions may consider various factors, including, without limitation, the Issuer’s business prospects and other developments concerning the Issuer, alternative investment opportunities, general economic conditions, financial and stock market conditions and any other facts and circumstances that may become known to the Reporting Persons regarding or related to the matters described in this Statement.

Item 5. Interest in Securities of the Issuer

Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto beneficially owns any Shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons other than Landsea Holdings that it is the beneficial owner of any Shares. Each of the Reporting Persons hereby disclaims membership in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Shares.

Item 6. – Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons have entered into a Joint Filing Agreement, dated as of January 19, 2021, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act.

Other than as described above and in Items 3, 4 and 5, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or any person listed on Schedule A hereto, and any person with respect to any securities of the Issuer, including, without limitation, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2021

SCHEDULE A

Landsea Holdings Corporation

Set forth below is a list of the directors and executive officers of Landsea Holdings Corporation as of January 7, 2021, their present principal occupation or employment, and citizenship. Mr. Tian and Ms. Zhou are also directors of the Issuer and Mr. Tian is Chairman of the Board of the Issuer. Information on the cover pages regarding Landsea Holdings Corporation’s relationship with Landsea Green Properties Co., Ltd. and Mr. Tian is incorporated herein by reference.

SCHEDULE A

Landsea Green Properties Co., Ltd.

Set forth below is a list of the directors and executive officers of Landsea Green Properties Co., Ltd. as of January 7, 2021, their present principal occupations or employment, and citizenship. Information on the cover pages regarding Landsea Green Properties Co., Ltd.’s relationship with Mr. Tian is incorporated herein by reference.