Tender Offer - Landsea Homes Corp
Form Type: SCHEDULE 13D/A
Filing Date: 2025-07-01
Corporate Action: Tender-offer
Type: Update
Accession Number: 000095017025092379
Filing Summary: This Amendment No. 3 to the joint statement on Schedule 13D regarding Landsea Homes Corporation’s common stock amends previous filings by the Reporting Persons, specifically highlighting that as of June 25, 2025, they do not own any shares of Common Stock. The crux of the report centers around a tender offer initiated by Lido Merger Sub, Inc. on May 23, 2025, at a price of $11.30 per share, in which the Fund tendered 3,197,406 shares. The acceptance of these shares occurred on June 24, 2025. Consequently, none of the Reporting Persons held any shares post-offer. The document reiterates that no further transactions in the shares occurred up until July 1, 2025 and notes a complete cessation of ownership at 5% or more by the Reporting Persons as of June 25, 2025.
Additional details:
Item 3: As of the close of business on June 25, 2025, the Reporting Persons have not had and do not have beneficial ownership of any shares of Common Stock.
Item 4: The Reporting Persons acquired shares of Common Stock as they believed it was an attractive investment opportunity.
Tender Offer Price: $11.30
Tendered Shares: 3,197,406
Offer Acceptance Date: 2025-06-24
Beneficial Ownership Percentage: 0%
Form Type: 8-K
Filing Date: 2025-06-02
Corporate Action: Tender-offer
Type: New
Accession Number: 000173112225000818
Filing Summary: On May 29, 2025, Landsea Homes Corporation entered into a Third Supplemental Indenture with U.S. Bank Trust Company, acting as trustee, related to their 8.875% Senior Notes due 2029. This action follows a cash tender offer and consent solicitation for their Notes where valid consents for amendments were obtained from holders of approximately 97.95% of the total outstanding principal. The Third Supplemental Indenture proposes to amend the existing Indenture by removing the obligation for a change of control offer related to an upcoming merger, eliminating many restrictive covenants, and modifying certain events of default. The amendments will become operative only when the Notes are accepted for purchase by the merger entity, contingent upon prevailing conditions. The official filing date of this report is June 2, 2025.
Additional details:
Entry Into Material Definitive Agreement Date: 2025-05-29
Total Outstanding Principal Amount: $299,848,000
Percentage Of Total Outstanding Principal: 97.95%
Tender Offer Participant Date: 2025-05-29
Amendments List: Removal of change of control offer obligation, elimination of restrictive covenants, modification of events of default.
Form Type: SC 14D9
Filing Date: 2025-05-23
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125020288
Filing Summary: On May 23, 2025, Landsea Homes Corporation filed a Schedule 14D-9 to address a tender offer by Lido Merger Sub, Inc. to acquire all of its outstanding shares of common stock at a price of $11.30 per share in cash. The offer is scheduled to remain open for a minimum of twenty business days and is subject to customary conditions. The transaction is linked to a Merger Agreement dated May 12, 2025, under which Merger Sub will merge with and into Landsea Homes, resulting in Landsea Homes becoming a wholly owned subsidiary of Lido Holdco, Inc. The report includes details about various conditions required for the offer to be valid, such as the need for a majority of shares to be tendered, and the absence of legal prohibitions against the offer. Following the tender offer, remaining outstanding shares not tendered will be converted into cash equal to the offer price, effectively ending the rights of those shares. The funding arrangement for this acquisition includes commitments for equity financing of up to $650 million from Apollo Management. Potential payments to executives and directors are outlined, indicating their interests may differ from other shareholders. The report emphasizes that no company equity holders' vote is required due to the nature of the merger agreement as stipulated by Delaware law.
Additional details:
Tender Offer Price: 11.30
Offer Expiration Time: 2025-06-24T00:00:00Z
Merger Date: 2025-06-25
Equity Commitment Amount: 650000000
Equity Commitment Letter Date: 2025-05-12
Merger Agreement Date: 2025-05-12
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