LandSea Homes Investor Presentation slide image

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