Great Southern Homes, Inc. (“GSH” or the “Company”) and
DiamondHead Holdings Corp. (NASDAQ: DHHC) (“DiamondHead” or “DHHC”)
will hold an investor call on Monday, October 3, 2022 at 1:00 PM ET
to discuss their upcoming business combination. The event will
feature a presentation by key members of both companies accompanied
by a slide deck, followed by a question-and-answer period.
Interested parties can access the call by dialing (669) 900-9128
with a meeting ID of 838 2395 9794. Additionally, participants can
view the webcast and download the presentation at either
www.unitedhomesgroup.com or www.diamondheadholdings.com. An archive
of the webcast will be available on both websites for a limited
time.
On September 12, 2022, GSH and DiamondHead announced that they
entered into a definitive business combination agreement. Upon
closing of the proposed transaction, GSH will become a publicly
traded company, and DiamondHead Holdings Corp. expects to be
renamed United Homes Group, Inc. and trade under the new ticker
symbol “UHG.”
About GSH
GSH is currently one of the largest homebuilders in the
Southeast. The Company builds homes in South Carolina and Georgia,
focusing on the entry level and first time move up home buyer
segments. GSH plans to employ a capital efficient “land-light”
operating model that is expected to generate higher returns with
lower cyclical risk compared to a traditional homebuilding
operating model. Through organic growth, GSH has become the 25th
ranked starter-home builder and the 41st ranked single-family
detached home builder in the United States, respectively, based on
2021 home closings according to Pro Builder’s 2022 Housing Giants
Report.
About DHHC
DiamondHead is a special purpose acquisition company led by
Co-CEO and Chairman David Hamamoto, who has over 40 years of
experience in real estate investing, as well as operating both
private and publicly held real estate businesses. David Hamamoto
was the founder and Chairman of the previously publicly-traded
NorthStar real estate related companies: NorthStar Realty Finance
Corp., NorthStar Asset Management Group, Inc. and NorthStar Realty
Europe Corp. In addition, David Hamamoto was a former partner at
Goldman, Sachs & Co. and the co-founder of its Real Estate
Principal Investment Group and Whitehall funds.
DiamondHead is co-sponsored by Antara Capital, which is an
event-driven hedge fund founded by Himanshu Gulati in 2018 that
invests across a wide variety of financial instruments, including
loans, bonds, convertible bonds, stressed/distressed credit and
special situation equity investments
Important Information and Where to Find
It
An investor presentation may be found at
www.unitedhomesgroup.com. Additionally, in connection with the
proposed transaction, DHHC intends to file relevant materials with
the SEC, including a Registration Statement on Form S-4 that will
include a proxy statement and prospectus of DHHC. DHHC’s
stockholders and other interested persons are advised to read all
relevant documents filed with the SEC, including DHHC’s proxy
statement and prospectus, when available, as these materials will
contain important information about DHHC, GSH and the proposed
transaction. Investors and security holders will be able to obtain
the documents free of charge at the SEC’s web site,
http://www.sec.gov, and DHHC stockholders will receive information
at an appropriate time on how to obtain transaction-related
documents free of charge from DHHC. Such documents are not
currently available. 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 transaction. Information
about DHHC’s directors and executive officers and their ownership
of DHHC’s securities is set forth in DHHC’s filings with the SEC,
including DHHC’s Annual Report on Form 10-K filed with the SEC on
April 13, 2022. To the extent that holdings of DHHC’s securities
have changed since the amounts printed in DHHC’s Annual Report on
Form 10-K, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
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 relating to the
proposed transaction, 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) changes to the proposed
structure of the proposed transaction that may be required or
appropriate as a result of applicable laws or regulations; (viii)
the ability to meet stock exchange listing standards following the
consummation of the proposed transaction; (ix) the risk that the
proposed transaction disrupts current plans and operations of GSH
or diverts management’s attention from GSH’s ongoing business; (x)
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; (xi) costs related to the proposed transaction; (xii)
changes in applicable laws or regulations; (xiii) the possibility
that GSH or the combined company may be adversely affected by other
economic, 5 business, regulatory, and/or competitive factors such
as rising interest rates or an economic downturn; (xiv) GSH’s
estimates of expenses and profitability; (xv) the evolution of the
markets in which GSH competes; (xvi) the ability of GSH to
implement its strategic initiatives; and (xvii) other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in DHHC’s
Annual Report on Form 10-K for the year ended December 31, 2021 and
other risks and uncertainties indicated from the time to time in
the definitive proxy statement to be delivered to DHHC’s
stockholders and related Registration Statement on Form S-4,
including those set forth under “Risk Factors” therein, and other
documents filed 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 transaction 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 or securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. This press release may be deemed to be
solicitation material in respect of the proposed transactions
contemplated by the Business Combination Agreement, dated as of
September 10, 2022, by and among GSH, DHHC and Hestia Merger Sub
Inc., a South Carolina corporation and wholly-owned subsidiary of
DHHC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220929005770/en/
Investor Relations Contact:
Drew Mackintosh Mackintosh Investor Relations, LLC
drew@mackintoshir.com (310) 924-9036
Media Contact: Allen Hutto
United Homes Group allenhutto@greatsouthernhomes.com (803)
665-2764
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