United Homes Group, Inc. (UHG): M&A transaction — United Homes Group completes business combination with Great Southern Homes; begins trading on Nasdaq

United Homes Group, Inc.

Merger closed March 30, 2023; GSH shareholders received ~37.3M Class B and ~373K Class A shares plus earn-out rights.
PIPE and lock-up investors purchased ~1.0M Class A shares for ~$4.7M; lock-up waived for lock-up investors.
Convertible note financing of $80M principal (15% interest, 5-yr maturity) plus $75M PIPE investment closed.
DHHC shareholders redeemed 109,426 shares for ~$1.1M; ~$43.9M remained in trust post-closing.
Post-combination: ~10.6M Class A, ~37.0M Class B shares outstanding; GSH holders own ~78% of combined entity.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

United Homes Group, Inc. incurred convertible notes of $80,000,000 in original principal amount of convertible promissory notes with Convertible Note Investors at Not specified in excerpt maturing Not specified in excerpt.

Instrument: convertible notes
Principal: $80,000,000 in original principal amount of convertible promissory notes
Counterparty: Convertible Note Investors
Rate: Not specified in excerpt
Maturity: Not specified in excerpt
Event: incurrence

Exact text from the filing

On the Closing Date, certain investors (the “ Convertible Note Investors ”) purchased from the Company $80,000,000 in original principal amount of convertible promissory notes (the “ Notes ”)

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.85

United Homes Group, Inc. incurred debt of aggregate gross amount of the PIPE Investment was $75,000,000 with PIPE Investors.

Principal: aggregate gross amount of the PIPE Investment was $75,000,000
Counterparty: PIPE Investors
Event: incurrence

Exact text from the filing

he Closing Date, (i) certain investors (“ PIPE Investors ”) purchased from the Company an aggregate of (A) 471,500 shares of UHG Class A Common Shares at a purchase price of $10.00 per share, and (B) 117,875 UHG Class A Common Shares

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

United Homes Group, Inc.: Amended and Restated Certificate of Incorporation filed following business combination.

Change: charter amendment

Exact text from the filing

Immediately following the consummation of the Business Combination, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware, which was approved by the stockholders of the Company at the Special Meeting.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

United Homes Group, Inc.: Company ceased to be a shell company as a result of the Business Combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, the Company ceased to be a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

United Homes Group, Inc.: Amended and Restated Bylaws adopted effective as of Closing Date.

Change: bylaw amendment

Exact text from the filing

On the Closing Date, the Board approved and adopted the Amended and Restated By-laws of the Company (the “ Bylaws ”)

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

United Homes Group, Inc. underwent a change of control involving Great Southern Homes, Inc. (closed 2023-03-30).

Action: change of control
Counterparty: Great Southern Homes, Inc.
Closing: 2023-03-30

Exact text from the filing

consummated its previously announced business combination pursuant to the terms of the Business Combination Agreement

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41 debt financings filed in the last 30 days. Browse all debt financings →

United Homes Group, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-042257

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