| Item 1. | |
| (a) | Name of issuer:
Landsea Homes Corporation |
| (b) | Address of issuer's principal executive
offices:
1717 McKinney Avenue, Suite 1000, Dallas, TX, 75202 |
| Item 2. | |
| (a) | Name of person filing:
East West Bancorp, Inc., on behalf of itself and its wholly owned banking subsidiary, East West Bank |
| (b) | Address or principal business office or, if
none, residence:
135 N. Los Robles Ave., 7th Fl, Pasadena, CA 91101 |
| (c) | Citizenship:
East West Bancorp, Inc. is a Delaware corporation.
East West Bank is a California state banking corporation. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
51509P103 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) |  Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
3,225,578 shares of Common Stock |
| (b) | Percent of class:
8.89 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
3,225,578 shares of Common Stock
|
| | (ii) Shared power to vote or to direct the
vote:
0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
3,225,578 shares of Common Stock
|
| | (iv) Shared power to dispose or to direct the
disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Amended and Restated Agreement Regarding Consensual Resolution of Credit Facility
Landsea Holdings Corporation ("Landsea Holdings"), as the borrower, and East West Bank, as the lender, entered into that certain Business Loan Agreement dated June 7, 2022 (the "Original Loan Agreement"), pursuant to which East West Bank extended a loan up to $5,000,000 (the "Original Loan") to Landsea Holdings with 2,025,000 shares of Common Stock pledged to East West Bank as the collateral to secure Landsea Holdings' obligations under the Original Loan pursuant to the Commercial Pledge Agreement dated June 7, 2022 between Landsea Holdings and East West Bank. On June 29, 2023, Landsea Holdings and East West Bank entered into that certain Change in Terms Agreement ("Change in Terms Agreement") to amend the Original Loan Agreement by increasing the credit facility to $9,139,137.59 (the "New Loan"), and Landsea Holdings agreed to pledge additional 1,200,578 shares of Common Stock, as a result of which a total of 3,225,578 shares of the Issuer's Common Stock (the "Pledged Stock") held by Landsea Holdings would be pledged to secure the New Loan on the terms and conditions of the Commercial Pledge Agreement dated June 29, 2023 between Landsea Holdings and East West Bank (collectively with the Original Loan Agreement as amended by the Change in Terms Agreement, and all other documents executed in connection therewith, the "Loan Documents"). The New Loan closed on July 12, 2023. Landsea Holdings therefore executed and delivered on July 12, 2023 an irrevocable transfer power to pledge additional 1,200,578 shares of the Issuer's Common Stock in addition to the 2,025,000 shares of the Issuer's Common Stock which were already pledged to East West Bank to secure the Original Loan, as reported in Landsea Holdings' Amendment No. 3 and Amendment No. 6 to Schedule 13D as filed.
Due to certain events of default, East West Bank has elected to take ownership of the Pledged Stock in a strict foreclosure action pursuant to Article 9 of the UCC and in full satisfaction of the obligations of Landsea Holdings under the Loan Documents. In order to resolve the events of default amicably and expeditiously, East West Bank and Landsea Holdings entered into that certain Agreement Regarding Consensual Resolution of Credit Facility dated September 22, 2024 (the "Original Resolution Agreement"), pursuant to which after East West Bank took the ownership of the Pledged Stock to satisfy Landsea Holdings' obligations under the Loan Documents, any balance of the proceeds from the sale of the Pledged Stock after fully satisfying the outstanding loan including imputed interest through such sale date and applicable taxes shall be paid to Landsea Holdings.
On September 26, 2024, the transfer of the Pledged Stock to East West Bank was completed. On September 26, 2024, East West Bank and Landsea Holdings entered into that certain Amended and Restated Agreement Regarding Consensual Resolution of Credit Facility, which amended the Original Resolution Agreement by deleting certain conditions and restrictions on the sale of the Pledged Stock by East West Bank. The Amended and Restated Agreement Regarding Consensual Resolution of Credit Facility is attached as Exhibit 16 to Landsea Holdings' Amendment No. 11 to its Schedule 13D and incorporated into this Item 6 by reference.
The percentage ownership is based upon 36,282,883 shares of Common Stock issued and outstanding as of September 20, 2024. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
This statement on Schedule 13G is being filed by East West Bancorp, Inc. on behalf of itself and its wholly owned subsidiary East West Bank. |
| Item 8. | Identification and Classification of Members of
the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable. |
| Item 9. | Notice of Dissolution of Group. |
| |
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in their individual capacity.
See Item 5.
Not applicable. |
