LandSea Homes Investor Presentation
5 |
LANDSEA HOMES TO MERGE WITH LF CAPITAL
Transaction takes public a growth-oriented, well-capitalized homebuilder focused
on High Performance Homes in desirable core markets of California and Arizona
Illustrative Pro Forma Ownership4
Summary of Key Terms
Total equity value of $510 million implies an
investment entry point at 0.84x pro forma TBV
Landsea Green ("Parent") to roll 100% of existing
equity, with meaningful cash on balance sheet to
fund future growth
LF Capital sponsor has agreed to restructure its
shareholdings to support the transaction:
• Forfeit 2.26 million private warrants and 600k
sponsor promote shares and place a further 500k
sponsor promote shares into earnout with a $14/
share hurdle
• Transfer 2.2 million private warrants and 500k
sponsor promote shares to Parent (with the same
$14/share hurdle as above)
LF Capital has entered into forward purchase
agreements with certain investors to purchase
up to $35 million shares of common stock in the
aftermarket
Concurrent with the transaction, LF Capital intends
to offer public warrant holders the right to receive
$1.85 per warrant in exchange for a 90% reduction
in the conversion ratio for the public warrants
Transaction expected to close 4Q2020
Landsea
Green
Ownership
67.4%
Total¹
Landsea Green
Public
SPAC Sponsor
28.3%
4.3%
PF OWNERSHIP
32.6m
13.7m
2.1m
48.3m
Public
Ownership
SPAC Sponsor
Ownership
$344
$144
$22
$510
PRO FORMA VALUATION AT CLOSE
LFAC Estimated Trust Value at Closing
Pro Forma Shares Outstanding
Total Equity Value
Pro Forma Net Debt
Pro Forma Enterprise Value
Valuation
PF Tangible Book Value²
2021E Op. EBITDA
2022E Net Income
Cash in Trust³
Seller Rollover Equity
Total Sources
SOURCES & USES ($m)
$142
344
$486
$608.4
$86.9
$74.7
Cash to Balance Sheet
Seller Rollover Equity
Transaction Expenses5
Total Uses
Rare opportunity to invest in a high-quality, fast-growing homebuilder at 0.84x tangible book value
Source: Company information Notes: 1) Assumes no redemptions, warrant dilution, or amendment to the terms of the public warrants 2) Tangible book value of $484m at 6/30/20 plus $124m net proceeds from merger
3) Estimated trust value at closing 4) Ownership does not include achievement of earnouts, exercise of warrants, or amendment to the terms of the public warrants 5) Includes expected target company transaction fees and deferred IPO fees.
$10.56
48.3m
$509.8
$120.8
$630.5
0.84x
7.3x
6.8x
$124
344
18
$486
LANDSEAⓇ
HOMES
Live in your elementⓇView entire presentation