M&A - Landsea Homes Corp

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000114036125023577

Filing Summary: On June 25, 2025, Landsea Homes Corporation completed its acquisition by Lido Holdco, Inc. through a merger, following a successful tender offer that concluded with 83.27% of shares tendered. The effective merger led to the termination of the existing credit agreement and the cancellation of shares, which converted to cash equivalent to the tender offer price of $11.30 per share. Following the merger, significant changes in the board of directors occurred, with the previous members resigning, and new executive officers appointed. The company also filed notifications for delisting its shares from the Nasdaq and has initiated a debt tender offer for its senior notes. The certificate of incorporation and bylaws were amended post-merger, and the financial obligations related to warrants were adjusted accordingly.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023582

Filing Summary: On June 25, 2025, Landsea Homes Corporation filed a Post-Effective Amendment No. 1 to its Form S-3 Registration Statement, originally filed on September 13, 2024, to deregister all unsold securities. This filing is associated with a merger where Lido Merger Sub, Inc. merged with and into Landsea Homes, with Landsea continuing as the surviving entity. Consequently, Landsea's common stock will no longer be publicly traded, and the company plans to file Form 15 to terminate its registration under Section 12(g) of the Securities Exchange Act, ceasing all reporting obligations under Sections 13 and 15(d) of the Act. The registration statement's effectiveness is terminated, and the registration of any unsold securities under the statement is removed.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023584

Filing Summary: On June 25, 2025, Landsea Homes Corporation filed a Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (No. 333-254307). This amendment pertains to the registration of 6,000,000 shares of common stock for issuance under the Landsea Homes Corporation 2020 Stock Incentive Plan. The filing is primarily to deregister any unsold or unissued securities under the aforementioned Registration Statement following a merger. Pursuant to an Agreement and Plan of Merger dated May 12, 2025, Landsea Homes Corporation merged with Lido Merger Sub, Inc. resulting in Landsea continuing as a wholly-owned subsidiary of Lido Holdco, Inc. Consequently, the shares of common stock will no longer be publicly traded. The company plans to file a certification and notice to terminate its registration under the Securities Exchange Act of 1934 and its reporting obligations. The filing officially terminates the effectiveness of the Registration Statement as well as all offerings of its securities.

Form Type: SC 14D9/A

Filing Date: 2025-06-24

Corporate Action: Merger

Type: Update

Accession Number: 000114036125023448

Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement regarding a tender offer by Lido Merger Sub, Inc. to acquire all outstanding shares of Landsea Homes Corporation. The amendment reflects updates including the expiration of the tender offer, which occurred at 12:00 a.m. NYC time on June 24, 2025. A total of 28,239,278 shares were validly tendered, representing approximately 77.35% of the outstanding shares. The conditions for the offer were satisfied, allowing Merger Sub to proceed with the acquisition of shares without a stockholder vote, according to Section 251(h) of the Delaware General Corporation Law. After the merger, the shares will be delisted from Nasdaq and deregistered under the Exchange Act.

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000172138625000018

Filing Summary: On April 1, 2024, Landsea Homes Corporation completed the acquisition of Antares Acquisition, LLC for $239.8 million, financed through cash on hand and borrowings. The acquisition included approximately 2,100 lots in the Dallas Fort Worth market and was accounted for as a business combination, recording $86.9 million in goodwill. The financial results for the three months ended March 31, 2025 showed total revenues of $310.8 million and a net loss attributable to Landsea Homes Corp. of $7.3 million. The company's balance sheet revealed total assets of $1.68 billion as of March 31, 2025, with stockholders' equity at $660.3 million. The report also indicated an increase in cash and cash equivalents from the prior year, highlighting ongoing financial operations amidst the acquisition activities. Furthermore, recent SEC filings include the company's queries about its status as a large accelerated or smaller reporting company, among compliance requirements under the Securities Exchange Act.

Form Type: 8-K

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000173112225000715

Filing Summary: On May 12, 2025, Landsea Homes Corporation entered into an Agreement and Plan of Merger with Lido Holdco, Inc., which is controlled by affiliates of Apollo Global Management. This agreement includes a cash tender offer for all outstanding shares of Landsea Homes at a price of $11.30 per share. The offer will commence by June 3, 2025, and will initially remain open for at least 20 business days, with extensions possible based on various conditions. Upon completion, Lido Merger Sub, Inc. will merge with Landsea Homes, making it the surviving corporation. The deal is subject to customary closing conditions, including the satisfaction of a Minimum Condition—validly tendered shares representing a majority of outstanding shares. The Merger Agreement prohibits Landsea from soliciting other acquisition proposals unless a substantially better offer is received, which can be considered a Superior Company Proposal. Termination rights and fees are outlined within the agreement, including fees of approximately $28.2 million for Landsea and $17 million for Parent under specified conditions. Furthermore, the agreement emphasizes customary representations and covenants, including that the Company will operate in the ordinary course until the transaction is concluded. A joint press release announcing the merger was also issued on the same date.

Form Type: NT 10-Q

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000172138625000017

Filing Summary: Landsea Homes Corporation has filed a Notification of Late Filing on Form NT 10-Q due to its recent entry into an Agreement and Plan of Merger with Lido Holdco, Inc. This merger is facilitated through a tender offer conducted by Lido Merger Sub, Inc. The agreement involves a cash tender offer to acquire all outstanding shares of Landsea Homes at a price of $11.30 per share. The company has determined it requires more time to accurately report these developments in its Quarterly Report for the period ending March 31, 2025. The Company asserts it will file the required report within the extension period as permitted under SEC rules.

Form Type: SC 14D9

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000173112225000713

Filing Summary: On May 12, 2025, Landsea Homes Corporation announced it has entered into a definitive agreement to be acquired by New Home Co. for $11.30 per share in an all-cash transaction, representing a 61% premium to the last closing price before the announcement. The acquisition will result in Landsea Homes becoming a privately held entity and is valued at approximately $1.2 billion. New Home, a portfolio company of Apollo Global Management, aims to expand its footprint in high-growth markets across the U.S. The transaction has been approved by Landsea's Board of Directors and is expected to close in early Q3 2025, subject to customary conditions. The merger aims to combine the strengths and management teams of both companies to enhance growth and improve customer offerings. Following the tender offer, any shares not tendered will be acquired in a second-step merger at the same price.