DiamondHead Holdings Corp., a Delaware corporation (Nasdaq:
DHHC, DHHCU, DHHCW) (“DHHC”, the “Company” and, following the completion of the
Business Combination (as defined below), the “Issuer”), today announced that it has entered into
a Convertible Note Purchase Agreement dated March 21, 2023, (the
“Note Purchase Agreement”) among
itself, Great Southern Homes, Inc., a South Carolina corporation
(“GSH”) and a group of investors party
to that agreement (the “Investors”).
Pursuant to the Note Purchase Agreement, the Investors have agreed
to purchase $80,000,000 in original principal amount of convertible
promissory notes (the “Notes”) and
744,588 shares of Class A common stock (the “Shares”) in a private placement PIPE investment
(the “PIPE Investment”) in connection with the previously
announced business combination pursuant to which the Company will
acquire GSH, and following which DHHC expects to be renamed United
Homes Group, Inc. The aggregate gross amount of the PIPE Investment
is $75,000,000.
As previously announced, on September 10, 2022, DHHC entered
into a business combination agreement (the “Business Combination Agreement”), by and among the
Company, GSH and Hestia Merger Sub, Inc., a South Carolina
corporation and a wholly-owned subsidiary of DHHC (“Merger Sub”), pursuant to which Merger Sub will
merge with and into GSH, with GSH surviving the merger and
continuing as a wholly-owned subsidiary of DHHC (the “Business Combination”).
The closing of the Note Purchase Agreement is contingent upon
the substantially concurrent consummation of the Business
Combination and other customary closing conditions. The purpose of
the PIPE Investment is to raise additional capital for use by the
Issuer following the closing of the Business Combination. The
proceeds of the PIPE Investment are expected to be used by DHHC to
offset redemptions of Class A common stock in connection with the
Business Combination, and may be used by DHHC to satisfy the
Minimum Cash Condition set forth in the Business Combination
Agreement.
The Notes mature five years from the date of the business
combination, and bear interest at a rate of 15% per annum. The
Notes are convertible into Class A common stock after the first
anniversary of the issuance date at 80% of the then current trading
price subject to a minimum conversion price of $5.00 and a maximum
conversion price of $10.00.
In connection with the issuance of the Shares, the Investors
have agreed, subject to certain exceptions, not to lend, offer,
pledge, transfer or dispose of the Shares until the first
anniversary of the closing of the Note Purchase Agreement. In
addition, one of the Investors will have the right to designate a
member of the board of directors of DHHC following the closing of
the PIPE Investment.
About DHHC
DHHC is a blank check special purpose acquisition company formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses.
About GSH
GSH is one of the largest and most established homebuilders in
the Southeast, having closed at least 11,000 homes over the last
two decades. The Company currently has a presence in South Carolina
and Georgia and focuses on providing high-quality, affordable homes
for the entry-level and first move-up segments.
Advisors
Zelman Partners, a subsidiary of Walker & Dunlop (NYSE: WD),
served as lead placement agent and Sullivan & Cromwell LLP
served as legal advisor to DHHC on the Convertible Note Private
Placement. BTIG served as capital markets advisor and Nelson
Mullins Riley & Scarborough LLP served as legal advisor to
GSH.
Zelman Partners also served as exclusive financial advisor and
Sullivan & Cromwell LLP served as legal advisor to DHHC on the
previously announced merger between DHHC and GSH. BTIG served as
exclusive sell-side advisor and Nelson Mullins Riley &
Scarborough LLP served as legal advisor to GSH.
Important Information and Where to Find It
In connection with the proposed transactions, DHHC has filed the
Registration Statement that includes a proxy statement/prospectus
of DHHC in connection with DHHC’s solicitation of proxies for the
vote by DHHC’s stockholders relating to the proposed transactions
and other matters as described in such Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued to GSH’s stockholders in connection with the completion
of the proposed transactions. After the Registration Statement has
been declared effective, DHHC will mail to its stockholders as of
the record date established for voting on the proposed transactions
a definitive proxy statement/prospectus and other relevant
materials, and will hold a special meeting of its stockholders to
obtain the requisite approval by its stockholders of the proposed
transactions and related matters. DHHC’s security holders and
other interested persons are advised to read all relevant documents
filed with the SEC, including the preliminary proxy
statement/prospectus, as these materials contain important
information about DHHC, GSH and the proposed transactions.
Investors and security holders will be able to obtain all relevant
documents filed or to be filed by DHHC with the SEC free of charge
at the SEC’s web site, http://www.sec.gov. In addition, the proxy
statement/prospectus and other documents filed by DHHC with the SEC
may be obtained from DHHC free of charge by directing a request to
the following address: Morrow Sodali LLC, 333 Ludlow Street, 5th
Floor, Stamford, Connecticut 06902, or by calling (800) 662-5200
(for individuals) or (203) 658-9400 (for banks and brokers).
Participants in the Solicitation
DHHC and GSH and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from
DHHC’s stockholders in respect of the proposed transactions.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transactions may be obtained by reading the Registration Statement.
You may obtain free copies of these documents as described in the
preceding paragraph.
Caution Concerning Forward-Looking Statements
Certain statements, estimates, targets and projections in this
press release may be considered forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between DHHC and GSH. Forward looking
statements generally relate to future events or involving, or
future performance of, DHHC or GSH. For example, statements
regarding anticipated growth in the industry in which GSH operates
and anticipated growth in demand for GSH’s products, projections of
GSH’s future financial results and other metrics, the satisfaction
of closing conditions to the proposed transaction between DHHC and
GSH and the timing of the completion of the proposed transaction
are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “pro forma”,
“may”, “should”, “could”, “might”, “plan”, “possible”, “project”,
“strive”, “budget”, “forecast”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or
“continue”, or the negatives of these terms or variations of them
or similar terminology. Such forward-looking statements are subject
to risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by DHHC and its
management, and GSH and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (i) the risk that the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect
the price of DHHC’s securities; (ii) the risk that the proposed
transaction may not be completed by DHHC’s business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by DHHC; (iii) the lack of
a third party valuation in determining whether or not to pursue the
proposed transaction; (iv) the amount of the costs, fees, expenses
and other charges related to the proposed transaction; (v) the
outcome of any legal proceedings that may be instituted against
DHHC, GSH, the combined company or others following the
announcement of the Business Combination Agreement, the ancillary
agreements contemplated thereby and the transactions contemplated
thereby; (vi) the inability to complete the proposed transaction
due to the failure to obtain approval of the stockholders of DHHC
or DHHC’s failure to satisfy other conditions to closing; (vii) the
risk that DHHC will not be able to raise third-party financing to
meet the minimum cash condition if redemptions of DHHC public
shares cause the DHHC trust account to have insufficient funds
(after giving effect to redemptions) to achieve the minimum cash
condition; (viii) changes to the proposed structure of the proposed
transaction that may be required or appropriate as a result of
applicable laws or regulations; (ix) the ability to meet stock
exchange listing standards following the consummation of the
proposed transaction; (x) the risk that the proposed transaction
disrupts current plans and operations of GSH or diverts
management’s attention from GSH’s ongoing business; (xi) the
ability to recognize the anticipated benefits of the proposed
transaction, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, and maintain relationships with customers and
suppliers; (xii) costs related to the proposed transaction; (xiii)
changes in applicable laws or regulations; (xiv) the possibility
that GSH or the combined company may be adversely affected by other
economic, business, regulatory, and/or competitive factors such as
rising interest rates or an economic downturn; (xv) GSH’s estimates
of expenses and profitability; (xvi) the evolution of the markets
in which GSH competes; (xvii) the ability of GSH to implement its
strategic initiatives; and (xviii) other risks and uncertainties
set forth in the sections entitled “Risk Factors” and
“Forward-Looking Statements” in the Registration Statement, and
other documents filed or to be filed with the SEC by DHHC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements.
Readers are cautioned not to put undue reliance on
forward-looking statements, and DHHC and GSH assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither DHHC nor GSH gives any assurance that either
DHHC or GSH will achieve its expectations. The inclusion of any
statement in this communication does not constitute an admission by
DHHC or GSH or any other person that the events or circumstances
described in such statement are material.
Non-Solicitation
This press release does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transactions or (ii) an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase
any security of DHHC, GSH, or any of their respective affiliates.
No such offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act .
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230321006006/en/
Investor Relations Contact: Drew Mackintosh Mackintosh
Investor Relations, LLC drew@mackintoshir.com (310) 924-9036
Media Contacts:
Keith Feldman DiamondHead Holdings Corp.
feldman@diamondheadpartners.com
Allen Hutto Great Southern Homes, Inc.
allenhutto@greatsouthernhomes.com (803) 665-2764
DiamondHead (NASDAQ:DHHC)
過去 株価チャート
から 11 2024 まで 12 2024
DiamondHead (NASDAQ:DHHC)
過去 株価チャート
から 12 2023 まで 12 2024
