This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is being filed by Lido Merger Sub, Inc., a Delaware corporation (the “Offeror”), Lido Holdco, Inc., a Delaware corporation (“Parent”), The New Home Company Inc., a Delaware corporation (“New Home”), and Apollo Management IX, L.P., a Delaware limited partnership (“Management IX”). The Offeror is a wholly owned direct subsidiary of Parent. Parent is a wholly owned direct subsidiary of New Home. Each of Parent and New Home is controlled by certain funds managed by Management IX. This Schedule TO relates to the offer by the Offeror to purchase any and all of the issued and outstanding shares of common stock, par value $0.0001 per share (“Shares”) of Landsea Homes Corporation, a Delaware corporation (the “Company” or “Landsea”) 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 (the “Offer Price”), 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 in accordance with the Merger Agreement described below, collectively constitute the “Offer”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of May 12, 2025, by and among the Company, Parent and the Offeror, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 9 and Item 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
Item 1. Summary Term Sheet.
The information set forth in the section entitled “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Landsea Homes Corporation. Its principal executive offices are located at 1717 McKinney Avenue, Suite 1000, Dallas, Texas 75202. The telephone number of the Company’s principal executive office is (949) 345-8080.
(b) This Schedule TO relates to the Offeror’s offer to purchase any and all outstanding Shares. According to the Company, as of the close of business on May 8, 2025 there were 36,409,560 Shares issued and outstanding, 592,322 Shares issuable under outstanding restricted stock unit awards, 379,190 Shares issuable under outstanding stock option grants with an exercise price of less than $11.30 per Share and with a weighted average exercise price of $8.01 per Share, 1,282,877 Shares issuable under outstanding awards of performance share units (assuming “target” performance goals are achieved) and 1,552,000 Shares issuable under warrants at an exercise price of $11.50 per Share as the same may be adjusted pursuant to the terms of such warrants.
(c) The information set forth in Section 6—“Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) – (c) This Schedule TO is filed by the Offeror, Parent, New Home and Management IX. The information set forth in the section entitled “Summary Term Sheet” and Section 9—“Certain Information Concerning the Offeror, Parent, New Home and Management IX” of, and Schedule A to, the Offer to Purchase is incorporated herein by reference.