Welcome to our dedicated page for Landsea Homes SEC filings (Ticker: LSEAW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Landsea Homes Corporation filings document the regulatory record for its common stock and warrants, including material-event reports, Nasdaq delisting documentation and Exchange Act deregistration notices. The company’s 8-K disclosures cover capital-structure events such as credit agreement termination and senior note redemption, while Form 25 and Form 15 filings record the removal of common stock and warrants from listing and registration and the termination or suspension of reporting obligations.
Transaction Overview: Amendment No. 3 to the Schedule TO confirms that the cash tender offer launched on 23 May 2025 by Lido Merger Sub, Inc., an Apollo-affiliated vehicle, for all outstanding common shares of Landsea Homes Corporation has successfully closed.
Key Terms & Metrics
- Offer price: US $11.30 per share in cash, without interest and subject to tax withholding.
- Expiration: Offer expired at 12:00 midnight (NYC time) on 24 Jun 2025.
- Shares tendered: 28,239,278 shares validly tendered and not withdrawn – approximately 77.35 % of total outstanding shares.
- Minimum condition: Satisfied; all other conditions either satisfied or waived.
- Payment date: Offeror will pay for accepted shares on 25 Jun 2025.
Next Steps
- Because more than a simple majority was acquired, the merger will be effected under DGCL §251(h) without a Landsea shareholder vote.
- On 25 Jun 2025, Lido Merger Sub will merge with and into Landsea; Landsea will survive as a wholly owned subsidiary of Lido Holdco.
- At the effective time, every share not already purchased (other than excluded or appraisal shares) will automatically convert into the right to receive the same US $11.30 cash consideration.
- Post-merger, Landsea shares will be delisted from the Nasdaq Capital Market and registration under the Exchange Act will be terminated.
Implications for Investors
Public shareholders will receive a definitive cash exit at US $11.30 on or shortly after 25 Jun 2025; after that date the security will no longer trade publicly. The filing is the final amendment reporting tender-offer results, signalling transaction certainty and elimination of further deal-completion risk.
Landsea Homes Corporation ("Landsea") confirms its pending acquisition by Lido Holdco, Inc. The amended Schedule 14D-9 discloses that the cash tender offer at $11.30 per share expired at 12:00 a.m. (NYC) on 24 June 2025. The depositary reported 28,239,278 shares validly tendered and not withdrawn, representing 77.35% of outstanding stock, thereby satisfying the offer’s Minimum Condition.
Because the acceptance threshold exceeded the statutory requirement, Lido Merger Sub, Inc. will irrevocably accept and pay for all tendered shares on 25 June 2025. Using Delaware General Corporation Law §251(h), Merger Sub will immediately execute a short-form merger without a shareholder vote, with Landsea surviving as a wholly owned subsidiary of Lido Holdco.
At the merger’s effective time, each remaining share (other than excluded or appraisal shares) will automatically convert into the right to receive the $11.30 cash consideration. Post-closing, Landsea’s common stock and warrants will be delisted from Nasdaq Capital Market and deregistered under the Exchange Act.
The filing states that all other terms in the original Schedule 14D-9 remain unchanged.