Tender Offer - Landsea Homes Corp

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.