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DHHC merger with United Homes Group, Inc.

United Homes Group, Inc. — Homes Group, Inc.

StatusClosed (deSPAC)
Announced deal valuenot stated in the filings we hold
Shareholder voteno vote date filed yet
IndustryReal Estate — single-family homebuilding and land development

Structure & dilution

SEC-primary terms

The headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.

An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.

Why headline and effective values differ is covered in headline vs effective deal value, in plain English.


The target: United Homes Group, Inc.

from S-4/A

The business actually being bought — described from SEC primary filings, with projections labelled as projections.

Homes Group, Inc. On March 30, 2023, the Company consummated the previously announced business combination pursuant to the Business Combination Agreement, dated September 10, 2022 (“the Closing Date”), by and among the Company, Hestia Merger Sub, Inc., a South Carolina corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Great Southern Homes, Inc., a South Carolina corporation (“GSH”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into GSH (the “Business Combination”), with GSH surviving the merger as a wholly owned subsidiary of the Company. On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), the Company changed its name to “United Homes Group, Inc.” (“UHG”). UHG employs an asset-light operating strategy with a focus on the design, construction and sale of entry-level, first move up and second move up single-family houses. UHG currently designs, builds and sells detached single-family homes, and, to a lesser extent, attached single-family homes, including duplex homes and town homes in three major market regions in South Carolina: Midlands, Upstate, and Coastal, with a smaller presence in Georgia. UHG seeks to operate its homebuilding business in high-growth markets, with substantial in-migrations and employment growth. 6 Under its asset-light lot operating strategy, UHG controls its supply of finished building lots through lot purchase agreements with third parties including its Land Development Affiliates, which provide UHG with the right to purchase finished lots after they have been developed by the applicable third party. This asset-light operating strategy provides UHG with the ability to amass a pipeline of lots without the same risks associated with

SectorReal Estate — single-family homebuilding and land development
Headquartersnot stated in the filings we hold
Revenuenot stated in the filings we hold

source: 0001104659-23-017556opens on sec.gov in a new tab

United Homes Group, Inc. — every SPAC that has bid for it, and its listed peers


In plain English

No floor / floorlessthe cash guarantee is gone — the price is unprotected

A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.

Dilutionhow much of the company new shares take from you

Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.

Pro-forma equitywhat the company is valued at once the deal closes

The combined company's equity value assuming the announced terms and the redemptions that have actually happened.

De-SPACthe day the SPAC becomes the real company

The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.

Outside datethe contractual long-stop for closing the deal

A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.