LSEAW to Delist After 77% Shares Tendered; $11.30 per Share on June 25

Rhea-AI Filing Summary

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 The depositary reported 28,239,278 shares validly tendered and not withdrawn, representing 77.35% of outstanding stock, thereby satisfying the offer’s Minimum Condition.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.

Positive

• Offer conditions fully satisfied, ensuring prompt cash payment to tendering shareholders on 25 June 2025.
• High participation rate of 77.35% reduces deal-completion risk and accelerates closing via §251(h).

Negative

• Delisting and deregistration will eliminate liquidity and public-market upside for any remaining shareholders.
• Minority holders compelled to accept cash unless they pursue appraisal rights, limiting strategic alternatives.

Insights

M&A Specialist

TL;DR: Tender succeeded; 77.35% shares tendered enables §251(h) fast-close at $11.30, delisting imminent.

The high tender level far exceeds the majority-of-shares condition, giving Lido Holdco de-facto control and the legal pathway to close without a shareholder vote. Cash payment on 25 June sharply shortens deal-risk duration, beneficial for arbitrageurs. No financing contingencies are noted, reducing execution risk. After the merger, Landsea securities will disappear from public markets, offering shareholders immediate liquidity but terminating future upside participation. For warrant holders, economic treatment is not detailed here and merits separate review. Overall, the disclosure is procedural, confirming certainty of close and final cash value.

Corporate Governance Expert

TL;DR: §251(h) permits merger without vote; minority holders receive compulsory $11.30 cash.

Once Merger Sub accepts shares, statutory short-form merger rules override the need for further approval, streamlining governance. Minority investors lose influence over terms but retain appraisal rights under DGCL §262. The company’s impending deregistration eliminates ongoing disclosure obligations, reducing transparency. From a governance lens, the process is legally compliant yet underscores the limited protections for residual public holders after a successful tender above 50%. Investors must act swiftly if intending to exercise appraisal rights before the effective time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/24/2025 - 08:00 AM Learn about SEC filing dates

FAQ

What percentage of Landsea Homes (LSEAW) shares were tendered?

Approximately 77.35% (28,239,278 shares) were validly tendered and not withdrawn.

What is the cash consideration for Landsea Homes shareholders?

Each share will be converted into the right to receive $11.30 in cash, net of taxes and without interest.

When will tendering shareholders receive payment?

The buyer intends to pay all accepted shares on 25 June 2025.

Will Landsea Homes remain a public company after the merger?

No. All shares will be delisted from Nasdaq and deregistered under the Exchange Act after the merger closes.

Can non-tendering shareholders refuse the $11.30 cash merger consideration?

They cannot block the merger but may seek appraisal rights under DGCL §262 before the effective time.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 1)

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

LANDSEA HOMES CORPORATION

(Name of Subject Company)

LANDSEA HOMES CORPORATION

 (Name of Person Filing Statement)

Common Stock, par value $0.0001 per share

Warrants exercisable for Common Stock

(Title of Class of Securities)

51509P103

(CUSIP Number of Class of Securities)

John Ho

Chief Executive Officer

Landsea Homes Corporation

1717 McKinney Avenue, Suite 1000

Dallas, Texas

(949) 345-8080

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Charles K. Ruck

Michael A. Treska

Darren J. Guttenberg

Latham & Watkins LLP

650 Town Center Dr., 20th Floor

Costa Mesa, CA 92626

(714) 755-1235

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, this “Schedule 14D-9”) filed by Landsea Homes Corporation, a Delaware corporation (“Landsea” or the “Company”), with the United States Securities and Exchange Commission (the “SEC”) on May 23, 2025, relating to the tender offer (the “Offer”) by Lido Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned, direct subsidiary of Lido Holdco, Inc., a Delaware corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), at a purchase price per Share of $11.30, in cash, net to the holder thereof, 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 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”) filed by Parent and Merger Sub with the SEC on May 23, 2025. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule 14D-9 and are incorporated herein by reference.

Except to the extent specifically provided in this Amendment, the information set forth in this Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in this Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraphs as a new subsection following the heading entitled “Item 8. Additional Information—Annual and Quarterly Reports” on page 42:

“Expiration of the Offer

The Offer and withdrawal rights expired as scheduled at 12:00 a.m., New York City time, on June 24, 2025 (one minute after 11:59 p.m., New York City time, on June 23, 2025). The Depositary and Paying Agent has indicated that, as of the Expiration Time, a total of 28,239,278 Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 77.35% of the issued and outstanding Shares as of the Offer Expiration Time.

The number of Shares validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Merger Sub intends to irrevocably accept for payment all such Shares validly tendered into and not withdrawn from the Offer and promptly pay for all such Shares on June 25, 2025, in accordance with the Offer.

As a result of its acceptance of the Shares tendered in the Offer, Merger Sub will acquire a sufficient number of Shares to complete the Merger without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, Merger Sub has indicated to the Company that it expects to, on June 25, 2025, effect the Merger under Section 251(h) of the DGCL, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned directly by the Company (or any wholly owned subsidiary of the Company), Parent, Merger Sub or any of their respective 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 DGCL), will be cancelled and automatically converted into the right to receive the Offer Price. Following the Merger, all Shares will be delisted from The Nasdaq Capital Market and deregistered under the Exchange Act.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Landsea Homes Corporation
	By:	/s/ John Ho
		Name: John Ho
		Title: Chief Executive Officer
Dated: June 24, 2025