May 23, 2025
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Lido Merger Sub, Inc., a Delaware corporation (the “Offeror”), and a wholly owned direct subsidiary of Lido Holdco, Inc., a Delaware corporation (“Parent”), and a wholly owned indirect subsidiary of The New Home Company Inc., a Delaware corporation (“New Home”), to act as information agent (“Information Agent”) in connection with the Offeror’s offer to purchase any and all of the issued and outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Landsea Homes Corporation, a Delaware corporation (“Landsea” or the “Company”), at a purchase price of $11.30 per Share, net to the holders thereof, in cash, without interest thereon, and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 23, 2025 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time as permitted under the Merger Agreement described below, collectively constitute the “Offer”). New Home, Parent and the Offeror are controlled by certain funds managed by Apollo Management IX, L.P. (“Management IX”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.
THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”)
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER ALL
OF THEIR SHARES IN THE OFFER.
The Offer is not subject to any financing condition. The Offer is subject to the conditions described in Section 13—“Conditions of the Offer” of the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1.
| the Offer to Purchase, dated May 23, 2025; |
2.
| the Letter of Transmittal to be used by stockholders of the Company in accepting the Offer and tendering Shares, including the Internal Revenue Service Form W-9; |
3.
| the Notice of Guaranteed Delivery to be used to accept the Offer if Shares to be tendered and/or all other required documents cannot be delivered to Continental Stock Transfer & Trust Company (the “Depositary and Paying Agent”) by the expiration of the Offer or if the procedure for book-entry transfer cannot be completed by the expiration of the Offer; |
4.
| the Company’s Solicitation/Recommendation Statement on Schedule 14D-9; |
5.
| the form of letter that may be sent to your clients for whose accounts you hold Shares in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and |
6.
| the return envelope addressed to the Depositary and Paying Agent for your use only. |
Certain conditions to the Offer are described in Section 13—“Conditions of the Offer” of the Offer to Purchase. All of the conditions of the Offer must be satisfied or waived at or prior to the Expiration Time (as defined in the Offer to Purchase).
Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the Offer will expire at 12:00 Midnight, New York City time, on June 24, 2025 (one minute after 11:59 P.M., New York City time, on June 23, 2025), unless the Offer is extended or earlier terminated. Previously tendered Shares may be withdrawn at any time until the Offer has expired; and, if not previously accepted for payment, at any time after July 22, 2025, pursuant to SEC (as defined in the Offer to Purchase) regulations.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 12, 2025, by and among the Company, Parent and the Offeror (as it may be amended from time to time, the “Merger Agreement”), pursuant to which, after completion of the Offer and the satisfaction or waiver of certain conditions set forth therein, the Offeror has agreed to merge with and into Landsea, with Landsea surviving as a wholly owned subsidiary of Parent (the “Merger”). New Home, Parent and the Offeror are controlled by certain