Southland Holdings, Inc. Enters Material Definitive Agreement: Assignment and Assumption

Key Points for Investors

• Southland Holdings, Inc. (NYSE: SLND) has filed a Form 8-K with the SEC dated March 17, 2026, announcing entry into a material definitive agreement.
• The agreement is an Assignment and Assumption dated as of March 17, 2026, involving the Company, Callodine Commercial Finance, LLC (as the resigning agent), Assignors, Assignees, and Alana Porrazzo in her capacity as Trustee of the Southland Collateral Trust, acting as successor agent.
• The transaction involves a change in agent for Southland’s collateral trust, with Callodine Commercial Finance, LLC stepping down and Alana Porrazzo assuming the role of trustee and successor agent.
• The assignment appears to involve multiple entities within the Callodine group, including:
  • Callodine Asset Based Loan Fund II SPV, LLC
  • Callodine Asset Based Loan Fund II, LLC
  • Callodine Commercial Finance SPV, LLC
  • Callodine Perpetual ABL Fund SPV, LLC
  • Callodine Perpetual ABL Fund, LP
  • Callodine Commercial Partners, LLC (as General Partner)
• Other financial entities involved as assignees include:
  • Whitehawk Finance LLC
  • Calamos Aksia Alternative Credit and Income Fund
  • Citco Bank Canada Ref Empire Credit Co-Investment Fund LLC
  • HighVista Opportunistic Private Credit Fund II LP

Details of the Agreement

The Assignment and Assumption agreement formalizes the transfer of agent responsibilities and potentially related loan interests among the parties listed above. The document includes notice addresses and signatory lines for all parties, demonstrating that this is a major multi-party financial restructuring or transfer.

The agreement is likely related to Southland Holdings’ financing arrangements, possibly involving changes to the loan structure, collateral management, or lender composition. The involvement of several funds and institutional lenders suggests this is a significant move in Southland’s capital structure.

Shareholder Information & Potential Price Sensitivity

• The company is registered on the NYSE under the trading symbol SLND, with common stock par value \$0.0001 per share, and redeemable warrants exercisable for shares of common stock at an exercise price of \$11.50 per share.
• Emerging Growth Company: Southland Holdings is defined as an emerging growth company under SEC rules and has not elected to use the extended transition period for complying with new or revised accounting standards.
• No written communications under Rule 425, no soliciting material under Rule 14a-12, no pre-commencement tender offers under Rule 14d-2(b), and no pre-commencement issuer tender offers under Rule 13e-4(c) were indicated.
• The change in agent and assignment of loan interests may affect Southland Holdings’ credit arrangements, financial flexibility, and relationships with lenders, which can be material and price sensitive for shareholders.
• Investors should monitor for further disclosures about the impact on Southland’s balance sheet, covenants, and liquidity, as these could influence the company’s share value.
• The agreement could potentially impact Southland’s ability to access capital, refinance debt, or manage its collateral, all of which are key factors for its future operations and market perception.

Exhibits Filed

• Exhibit 10.1: Assignment and Assumption agreement (full document available in the SEC filing).
• Exhibit 104: Cover Page Interactive Data File (embedded Inline XBRL).

Summary

Southland Holdings, Inc.’s filing signals a significant restructuring of its loan and collateral arrangements, involving a transition of agent responsibilities and participation from multiple institutional lenders. This material definitive agreement could have implications for the company’s financial strategy, credit terms, and liquidity. Shareholders and investors should pay close attention to subsequent filings for more information on how this affects Southland’s operations, debt profile, and future prospects.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Please refer to official SEC filings and consult your financial advisor before making any investment decisions. The details provided are based on the company’s public disclosure as of March 17, 2026, and may be subject to change or further clarification.

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