Southland Holdings Enters Material Definitive Agreement

TL;DR

Southland Holdings (SLND) signed a big deal on May 7th. Details to follow.

AI Summary

Southland Holdings, Inc. entered into a material definitive agreement on May 7, 2024, related to a direct financial obligation. The company, formerly known as Legato Merger Corp. II, is incorporated in Delaware and headquartered in Grapevine, Texas.

Why It Matters

This filing indicates a significant financial event for Southland Holdings, Inc., potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — The filing describes a material definitive agreement and a direct financial obligation, which could carry inherent risks depending on the specifics of the agreement not fully detailed here.

Key Players & Entities

• Southland Holdings, Inc. (company) — Registrant
• Legato Merger Corp. II (company) — Former Company Name
• May 7, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share SLND NYSE American LLC
• $11.50 — of common stock at an exercise price of $11.50 per share SLND WS NYSE American LLC
• $42.5 million — a purchase price for the Properties to $42.5 million. On July 17, 2024, pursuant to a second
• $42.5 m — ennsylvania. From the total proceeds of $42.5 million, approximately $24.7 million will
• $24.7 million — roceeds of $42.5 million, approximately $24.7 million will be used for general corporate purp
• $16.0 million — be used for general corporate purposes, $16.0 million will go towards reducing debt, and the
• $3.8 million — nnual rent amount for the Properties is $3.8 million. The Lease Agreements have an initial t
• $52.5 million — Company to purchase the Properties for $52.5 million on July 15, 2029 if exercised by the Pu

Filing Documents

• southlandhold_8k.htm (8-K) — 37KB
• southlandhold_ex10-1.htm (EX-10.1) — 185KB
• southlandhold_ex10-2.htm (EX-10.2) — 16KB
• southlandhold_ex10-3.htm (EX-10.3) — 21KB
• southlandhold_ex10-4.htm (EX-10.4) — 183KB
• southlandhold_ex10-5.htm (EX-10.5) — 183KB
• southlandhold_ex10-6.htm (EX-10.6) — 190KB
• southlandhold_ex99-1.htm (EX-99.1) — 6KB
• img_001.jpg (GRAPHIC) — 3KB
• 0001829126-24-004926.txt ( ) — 1241KB
• slnd-20240507.xsd (EX-101.SCH) — 4KB
• slnd-20240507_def.xml (EX-101.DEF) — 26KB
• slnd-20240507_lab.xml (EX-101.LAB) — 36KB
• slnd-20240507_pre.xml (EX-101.PRE) — 25KB
• southlandhold_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On May 7, 2024, Southland Holdings, LLC ("Southland"), a subsidiary of Southland Holdings, Inc. (the "Company"), entered into a real estate purchase agreement (the "Purchase Agreement") by and between Southland and Reksuh Acquisition, LLC (the "Initial Purchaser") to sell and leaseback three properties (the "Properties") as described in the Purchase Agreement (the "Sale Leaseback Transaction"). On June 6, 2024, pursuant to a first amendment to the Purchase Agreement (the "First Amendment"), Southland and the Initial Purchaser agreed to, among other things, a purchase price for the Properties to $42.5 million. On July 17, 2024, pursuant to a second amendment to the Purchase Agreement (as amended) (the "Second Amendment"), the Initial Purchaser assigned to GCP Southland, LLC (the "Purchaser") all of the Initial Purchaser's right, title, and interest in, to and under the Purchase Agreement (as amended). The transactions contemplated by the Purchase Agreement (as amended) closed on July 19, 2024. The Purchaser is majority owned and managed by Goldenrod Companies, LLC. The Company's Chief Executive Officer, Frank Renda, and co-Chief Operating Officer, Rudy Renda, hold an indirect minority interest in the Purchaser. The Properties are comprised of two locations in Texas and one in Pennsylvania. From the total proceeds of $42.5 million, approximately $24.7 million will be used for general corporate purposes, $16.0 million will go towards reducing debt, and the remainder will cover transaction-related expenses. In connection with the closing of the transactions contemplated by the Purchase Agreement (as amended), the Company entered into absolute net lease agreements ("Lease Agreements") with the Purchaser under which the Company will lease the Properties from the Purchaser. The aggregate first-year annual rent amount for the Properties is $3.8 million. The Lease Agreements have an initial term of 20 years with two o

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K above is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 23, 2024, the Company issued a press release announcing the Sale Leaseback Transaction. A copy of the Company's press release is attached hereto as Exhibit 99.1. The foregoing description of the press release is qualified in its entirety by reference to the attached exhibit. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 10.1 Real Estate Purchase Agreement, by and between Southland Holdings, LLC and Reksuh Acquisition, LLC, dated May 7, 2024 10.2 First Amendment to Real Estate Purchase Agreement, by and between Southland Holdings, LLC and Reksuh Acquisition, LLC, dated June 6, 2024 10.3 Second Amendment and Assignment and Assumption of Real Estate Purchase Agreement, by and between Southland Holdings, LLC, Reksuh Acquisition, LLC, American Bridge Company and GCP Southland, LLC, dated July 17, 2024 10.4 Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024 10.5 Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024 10.6 Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024 99.1 Press release of Southland Holdings, Inc. dated July 23, 2024 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 23, 2024 SOUTHLAND HOLDINGS, INC. By: /s/ Frank S. Renda Name: Frank S. Renda Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR