Southland Converts $20 Million in Management Promissory Notes to Common Stock
Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a prominent provider of specialized infrastructure construction services, announced the conversion of $20 million of certain promissory notes owed to members of its management team into common stock. This strategic decision underscores the company’s commitment to strengthening its financial position and aligning leadership interests with long-term shareholder value.
On December 27, 2024, after the market close, Southland finalized an agreement to issue 5,830,899 shares of common stock at a price of $3.43 per share. The shares were allocated to Frank Renda, President and Chief Executive Officer; Rudy Renda, Co-Chief Operating Officer and Executive Vice President; and Tim Winn, Co-Chief Operating Officer and Executive Vice President. These shares were issued in exchange for $20 million in outstanding amounts under specific promissory notes owed to these executives.
Frank Renda, Southland’s President and CEO, emphasized the significance of this move, stating, “This conversion represents an important step forward in strengthening our balance sheet while reinforcing our confidence in the long-term value potential of Southland.” By converting debt into equity, the company aims to bolster its financial health and demonstrate leadership’s confidence in the organization’s future growth prospects.
The transactions described above officially closed on December 27, 2024. To ensure smooth execution, the company made cash payments in lieu of fractional shares. The common stock issued through this process was offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. These shares have not been registered under the Securities Act or applicable state securities laws. As such, they cannot be offered or sold in the United States unless pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and relevant state laws.
About Southland
Southland Holdings, Inc. is a leading provider of specialized infrastructure construction services with roots dating back to 1900. Over more than a century, Southland and its subsidiaries have grown into one of the largest infrastructure construction companies in North America, delivering expertise across a wide array of markets and projects. The company’s portfolio spans critical sectors, including bridges, tunneling, communications, transportation and facilities, marine construction, steel structures, water and wastewater treatment, and water pipeline projects.
Headquartered in Grapevine, Texas, Southland is recognized for its innovative approach to infrastructure development and its ability to execute complex, large-scale projects. With operations across North America and globally, the company remains a trusted partner for delivering high-quality, reliable construction solutions that address critical infrastructure needs.
Strategic Implications of the Conversion
The conversion of promissory notes into common stock represents a noteworthy milestone in Southland’s strategic journey. By reducing its debt obligations, the company has improved its balance sheet, positioning itself for enhanced financial flexibility. This move also aligns management’s interests with those of shareholders, as key executives now hold a more significant equity stake in the company. Such alignment fosters greater accountability and commitment to driving long-term value.
This development comes at a time when Southland is poised to capitalize on growing opportunities within its key markets. The infrastructure sector continues to see robust demand driven by public and private investments in critical projects, including transportation networks, water systems, and renewable energy facilities. Southland’s strong track record, combined with its enhanced financial standing, ensures the company is well-prepared to meet these demands and deliver on its commitments to stakeholders.
As a company with over a century of experience and a reputation for delivering high-quality, innovative infrastructure solutions, Southland remains focused on executing its strategic objectives and creating value for its shareholders. This conversion underscores the confidence of its leadership team in the company’s long-term growth potential and positions Southland for continued success in the evolving infrastructure landscape.
