May 23, 2025
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated May 23, 2025 (the “Offer to Purchase”), and 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”), relating to the offer 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 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 price of $11.30 per Share, net to the holder thereof, in cash, without interest thereon and less any applicable tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer. New Home, Parent and the Offeror are controlled by certain funds managed by Apollo Management IX, L.P. (“Management IX”). Also enclosed is the Company’s Solicitation/Recommendation Statement on Schedule 14D-9.
THE BOARD OF DIRECTORS OF LANDSEA HOMES CORPORATION (THE “BOARD”)
UNANIMOUSLY RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER ALL OF YOUR
SHARES IN THE OFFER.
We or our nominees are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, pursuant to the terms and conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price is $11.30 per Share, net to the holder 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.
2. The Offer is being made for any and all issued and outstanding Shares.
3. 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 the completion of the Offer and the satisfaction or waiver of certain conditions set forth therein, the Offeror has agreed to merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). New Home, Parent and the Offeror are controlled by certain funds managed by Management IX. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than Shares owned by the Company or its affiliates, Shares owned by any direct or indirect wholly owned subsidiary of the Company or affiliates of such subsidiary or Shares owned by Parent, Offeror or their affiliates, in each case, immediately before the Effective Time, and Shares owned by any stockholders who have properly demanded their appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will automatically be converted into the right to receive an amount in cash equal to the Offer Price, together with a properly completed and duly executed Letter of Transmittal, in accordance with the procedures set forth in the Offer to Purchase and the Letter of Transmittal. The Offer, the Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Transactions.”
4. The Board has unanimously (a) determined that the Merger Agreement and the Transactions, including the Offer and Merger, are advisable, fair to and in the best interests of, the Company and its stockholders, and declared it advisable for the Company to enter into the Merger Agreement, (b) approved and declared advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained in the Merger Agreement, and the consummation of the Transactions, including the Offer and the Merger,