Lido Merger Sub, Inc. Announces Extension of Early Tender Date of Tender Offer and Consent Solicitation for 8.875% Senior Notes due 2029 of Landsea Homes Corporation and Increased Consideration

/EIN News/ -- NEW YORK, May 27, 2025 (GLOBE NEWSWIRE) -- Lido Merger Sub, Inc. (the “Company”) announced today that it is extending the Early Tender Date (as defined below) of its previously announced 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”) and solicitation of consents of holders of the Notes to certain proposed amendments to the indenture governing the Notes (the “Consent Solicitation”).

The “Early Tender Date” applicable to the Tender Offer, previously scheduled for 5:00 p.m., New York City time, on May 27, 2025, has been extended to 5:00 p.m., New York City time, on May 29, 2025, unless further extended or earlier terminated by the Company. The Withdrawal Deadline was May 27, 2025, at 5:00 p.m., New York City time. As a result, Notes tendered pursuant to the Tender Offer may not be withdrawn, except as required by law.

Additionally, the Company announced an increase to the Tender Consideration and the Total Consideration payable in connection with the Tender Offer. The table below sets forth the consideration payable in connection with the Tender Offer as a result of such changes:

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	$994.38	$50.00	$1,044.38

^{(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.

Holders tendering after the Early Tender Date have until the Expiration Date to tender their Notes pursuant to the Tender Offer. Holders who validly tender additional Notes after the Early Tender Date and before the Expiration Date will receive the Tender Consideration listed above, which does not include the Early Participation Premium.

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 Company’s Offer to Purchase and Consent Solicitation Statement, dated May 13, 2025 (as amended or supplemented from time to time, 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.

Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and the Consent Solicitation will remain in full force and effect as set forth in the Statement. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement.

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