Lido Merger Sub, Inc. Announces Commencement of Tender Offer and Consent Solicitation for 8.875% Senior Notes due 2029 of Landsea Homes Corporation
NEW YORK, May 13, 2025 (GLOBE NEWSWIRE) — Lido Merger Sub, Inc. (the “Company”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of Landsea Homes Corporation’s (“Landsea Homes”) outstanding 8.875% Senior Notes due 2029 (the “Notes”). In connection with the Tender Offer, the Company is also soliciting the consents of holders of the Notes to certain proposed amendments to the indenture governing the Notes (the “Consent Solicitation”). The Company is commencing the Tender Offer and the Consent Solicitation in connection with, and each is expressly conditioned upon, the consummation of the acquisition of Landsea Homes pursuant to the Agreement and Plan of Merger, dated May 12, 2025 (as amended, supplemented, waived or otherwise modified from time to time), by and among Landsea Homes, the Company and Lido Holdco, Inc. (“Parent”), the Company’s parent (the “Merger”).
The Tender Offer and Consent Solicitation are subject to the terms and conditions set forth in the offer to purchase and consent solicitation statement, dated May 13, 2025, relating thereto (the “Statement”). Holders of the Notes are urged to carefully read the Statement before making any decision with respect to the Tender Offer and Consent Solicitation.
Tender Offer and Consent Solicitation
The Tender Offer will expire at 5:00 p.m., New York City time, on June 11, 2025, unless extended or earlier terminated (such date and time, as may be extended, the “Expiration Date”). Under the terms of the Tender Offer, holders of the Notes who validly tender their Notes and provide their consents to the proposed amendments and do not validly withdraw their Notes and consents at or prior to 5:00 p.m., New York City time, on May 27, 2025 (such date and time, as may be extended, the “Early Tender Date”) will receive an amount equal to $1,040 per $1,000 in principal amount of Notes, which amount includes an early participation premium equal to $50 per $1,000 in principal amount (the “Total Consideration”). Holders who validly tender their Notes and provide their consents to the proposed amendments after the Early Tender Date, but at or prior to the Expiration Date, will receive an amount equal to $990 per $1,000 in principal amount (the “Tender Consideration”).
| Notes | CUSIPs* | Tender Consideration(1) | Early Participation Premium(1)(2)(3) | Total Consideration(1)(2)(3) | |||
| $300,000,000 8.875% Senior Notes due 2029 | CUSIP: 51509PAA1 / U5130TAA3 | $990 | $50 | $1,040 | |||
| (1) | For each $1,000 in principal amount of Notes. Does not include accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the applicable settlement date that will be paid on the Notes accepted for purchase. |
| (2) | Payable only to holders who validly tender (and do not validly withdraw) Notes on or prior to the Early Tender Date. |
| (3) | The Early Participation Premium is included in the Total Consideration for Notes tendered and accepted on or prior to the Early Tender Date. |
| * CUSIPs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers. | |
Holders whose Notes are accepted in the Tender Offer will also be paid accrued and unpaid interest, if any, on the Notes to, but not including, the applicable settlement date.
The purpose of the Consent Solicitation and proposed amendments is to eliminate the requirement to make a “Change of Control Offer” for the Notes in connection with the Merger and eliminate substantially all of the other restrictive covenants and certain events of default and other provisions in the indenture with respect to the Notes. Holders may not tender their Notes in the Tender Offer without delivering their consents under the Consent Solicitation, and holders may not deliver their consents under the Consent Solicitation without tendering their Notes pursuant to the Tender Offer.
Consummation of the Tender Offer and payment for any Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of the Merger and a financing condition. The closing of the Merger is expected to occur early in the third quarter of 2025, and we intend to extend the Expiration Date until the closing of the Merger. The Company reserves the right, at its sole discretion, to waive any and all conditions to the Tender Offer. Complete details of the terms and conditions of the Tender Offer and the Consent Solicitation are included in the Statement. The Merger is subject to customary closing conditions. The consummation of the Merger, or any related financing, is not conditioned upon, either directly or indirectly, the consummation of the Tender Offer or the receipt of the requisite consents in the Consent Solicitation. To the extent that the requisite consents are not obtained with respect to the Notes and the Merger is consummated, the Company will commence a “Change of Control Offer” to repurchase the Notes in accordance with the terms of the indenture governing the Notes. The Total Consideration is higher than, and the Tender Consideration is lower than, what the Change of Control Offer repurchase price would be under the Indenture.
Requests for documents relating to the Tender Offer and the Consent Solicitation may be directed to Global Bondholder Services Corporation, the Information and Tender Agent, at (855) 654-2015 or (212) 430-3774 (Banks and Brokers). J.P. Morgan Securities LLC and Apollo Global Securities, LLC will act as Dealer Managers and Solicitation Agents for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect) or Apollo Global Securities, LLC at (833) 383-9662 (toll-free).
This press release does not constitute an offer to purchase, or a solicitation of an offer to sell or a solicitation of consents with respect to, any security. The Tender Offer and Consent Solicitation are being made solely pursuant to the Statement. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward Looking Statements
The above information includes “forward looking” statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the proposed Tender Offer and Consent Solicitation and the intended completion of the Merger. Such statements only reflect the Company’s best assessment at this time and are indicated by words or phrases such as “plans,” “intends,” “will” or similar words or phrases. These statements are based on the Company’s current expectations, estimates and assumptions and are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent to transactions of this nature, including, without limitation, whether or not the Company completes the proposed Tender Offer and Consent Solicitation on terms currently contemplated or otherwise and whether or not the Merger is consummated. The Company is under no obligation to (and specifically disclaims any such obligation to) update or alter these forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Media Contact:
Tim Ragones / Kate Thompson
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
