Conversant Capital Amends Stake in United Homes Group

TL;DR

Conversant Capital just updated its 13D filing for United Homes Group - big player making moves.

AI Summary

Conversant Capital LLC, a significant shareholder, has filed an amendment (No. 2) to its Schedule 13D for United Homes Group, Inc. on December 9, 2024. This filing indicates a change in beneficial ownership, with Conversant Capital LLC now holding a substantial stake in the company. The filing does not disclose specific dollar amounts or precise share counts but signals an active interest from Conversant Capital in United Homes Group.

Why It Matters

This amendment signals a potential shift in control or influence for United Homes Group, as a major investor like Conversant Capital is actively updating its filings, which could precede strategic actions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings by activist investors like Conversant Capital can indicate potential strategic shifts or proxy contests, introducing uncertainty.

Key Players & Entities

• Conversant Capital LLC (company) — Filing entity and significant shareholder
• United Homes Group, Inc. (company) — Subject company of the filing
• DiamondHead Holdings Corp. (company) — Former name of United Homes Group, Inc.
• Paul H. Dumaine (person) — Authorized contact for Conversant Capital LLC
• John M. Bibona (person) — Legal counsel for Conversant Capital LLC

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Shares, par value $0.0001 per share (Title of Class of Securitie
• $35,000,000 — tes in an aggregate principal amount of $35,000,000, together with accrued and unpaid inter
• $71,917 — ed and unpaid interest in the amount of $71,917.81, in exchange for 4,466,827 shares of
• $30,696,917 — n Stock (the " Redemption Shares ") and $30,696,917.81, to be received in each case as nomi
• $4.75 — as nominee for Sub Fund, for a price of $4.75 per share, net in cash, subject to cust

Filing Documents

• ff4216444_13da-conversant.htm (SC 13D/A) — 187KB
• ex99_4.htm (EX-99.4) — 182KB
• ex99_5.htm (EX-99.5) — 229KB
• ex99_6.htm (EX-99.6) — 15KB
• ex99-7.htm (EX-99.7) — 25KB
• 0000895345-24-000609.txt ( ) — 641KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

is hereby amended by the addition of the following

Item 3 is hereby amended by the addition of the following: The disclosure set forth in Item 4 of this Amendment No. 2 regarding the Redemption Shares is incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended by the addition of the following

Item 4 is hereby amended by the addition of the following: On December 5, 2024, Opportunity Master Fund, together with the other holders party thereto (" Holders "), entered into that certain Redemption Agreement (the " Redemption Agreement ") with the Issuer, pursuant to which Opportunity Master Fund shall surrender Notes in an aggregate principal amount of $35,000,000, together with accrued and unpaid interest in the amount of $71,917.81, in exchange for 4,466,827 shares of Class A Common Stock (the " Redemption Shares ") and $30,696,917.81, to be received in each case as nominee for Conversant Opportunity Master Fund Sub LLC (" Sub Fund "). As of immediately prior to entering into such Redemption Agreement, such Notes were convertible for 6,272,401 shares of Class A Common Stock, subject to the Beneficial Ownership Limitation. Pursuant to the Redemption Agreement, Opportunity Master Fund agreed to enter into a customary lock-up letter agreement (the " Company Lock-up Letter Agreement "), and Opportunity Master Fund did enter into such Company Lock-up Letter Agreement, in which they agreed to refrain from selling shares of Class A Common Stock, and other customary lock-up conditions, for one hundred and twenty days following the date of execution of the Redemption Agreement. On December 5, 2024, Opportunity Master Fund entered into that certain Underwriting Agreement (the " Underwriting Agreement ") with the Issuer and BTIG, LLC (the " Underwriter ") pursuant to which Opportunity Master Fund agreed to sell 3,246,274 of the Redemption Shares as nominee for Sub Fund, for a price of $4.75 per share, net in cash, subject to customary terms and conditions, including conditions to be satisfied by the Issuer, which include, without limitation, delivery of a legal opinion and a bring-down certificate with respect to a comfort letter provided on December 5 th by the Issuer's accountants. Pursuant to the Underwriting Agreement, Opportunity Master Fund agreed to enter in

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

is hereby amended and restated to read as follows

Item 5 is hereby amended and restated to read as follows: The beneficial ownership of shares of Class A Common Stock reported herein gives effect to the disposition of 3,246,274 Redemption Shares to be sold by Opportunity Master Fund pursuant to the Underwriting Agreement, as disclosed in Item 4, which sale is expected to close on December 11, 2024. All percentages are based on 21,604,020 shares of the Issuer's Class A Common Stock outstanding, which is (i) 11,435,170 shares of the Issuer's Class A Common Stock outstanding as of November 8, 2024, as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2024, plus (ii) 10,168,850 shares of Class A Common Stock issued, in the aggregate, to the Holders pursuant to the Redemption Agreement. (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,755,725 shares of Class A Common Stock, representing 8.1% of the outstanding shares of Class A Common Stock. (b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Class A Common Stock owned by the Reporting Persons: (i) Sole power to vote or to direct the vote: None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Class A Common Stock. (ii) Shared power to vote or to direct the vote: The Reporting Persons have shared power to vote or to direct the vote of 1,755,725 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of: None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Class A Common Stock. (iv) Shared power to dispose or to direct the disposition of: The Reporting Persons have shared power to dispose or to direct the disposition of 1,755,725 shares of Class A Common Stock. (c) Other than as described herein in Item 4 above, the Reporting Persons have not engaged in any transactions in the Class A Co

Contract, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer

Item 6. Contract, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.

is hereby amended by the addition of the following

Item 6 is hereby amended by the addition of the following: The disclosure set forth in Item 4 of this Amendment No. 2 regarding the Redemption Agreement, the Underwriting Agreement, the Company Lock-up Letter Agreement and the Underwriter Lock-up Letter Agreement is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits.

is hereby amended by the addition of the following

Item 7 is hereby amended by the addition of the following: Exhibit 99.4 Redemption Agreement, dated December 5, 2024, by and among Opportunity Master Fund, the Holders and the Issuer. Exhibit 99.5 Underwriting Agreement, dated December 5, 2024, by and among Opportunity Master Fund, the Issuer and BTIG, LLC. Exhibit 99.6 Company Lock-up Letter Agreement, dated December 5, 2024, by and among Opportunity Master Fund and the Issuer. Exhibit 99.7 Underwriter Lock-up Letter Agreement, dated December 5, 2024, by and among Opportunity Master Fund and BTIG, LLC.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 9, 2024 CONVERSANT OPPORTUNITY MASTER FUND LP By: Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT GP HOLDINGS LLC By: /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT CAPITAL LLC By: /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer MICHAEL J. SIMANOVSKY By: /s/ Paul Dumaine Name: Paul Dumaine Title: Attorney-in-fact for Michael J. Simanovsky

View Full Filing

View this SC 13D/A filing on SEC EDGAR