Latest news with #LandseaHomes
Yahoo
29-05-2025
- Business
- Yahoo
Lido Merger Sub, Inc. Announces Completion of Consent Solicitation for 8.875% Senior Notes due 2029 of Landsea Homes Corporation
NEW YORK, May 29, 2025 (GLOBE NEWSWIRE) -- Lido Merger Sub, Inc. (the 'Company') announced today that, according to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for the Company's previously announced cash tender offer (the 'Tender Offer') and consent solicitation (the 'Consent Solicitation'), as of 5:00 p.m., New York City time, on May 29, 2025, the Company had received tenders and consents from holders of $293,848,000 in aggregate principal amount of Landsea Homes Corporation's ('Landsea Homes') outstanding 8.875% Senior Notes due 2029 (the 'Notes'), representing approximately 97.95% of the total outstanding principal amount of the Notes. As a result, Landsea Homes, the guarantors of the Notes and the trustee for the Notes executed a supplemental indenture relating to the Notes, on May 29, 2025 (the 'Supplemental Indenture') to effect the Proposed Amendments. The Proposed Amendments eliminate the requirement to make a 'Change of Control Offer' in connection with Landsea Homes' proposed merger with the Company (the 'Merger') and eliminate substantially all of the other restrictive covenants and certain events of default and other provisions in the indenture governing the Notes. The Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until the Notes representing at least a majority in aggregate principal amount of the Notes are accepted for purchase by the Company pursuant to the terms of the Tender Offer and Consent Solicitation. The table below sets forth the consideration payable in connection with the Tender Offer:*$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. 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 and the Consents delivered pursuant to the Consent Solicitation may not be revoked, except as required by law. 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. 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 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 ThompsonJoele Frank, Wilkinson Brimmer Katcher(212) 355-4449Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Associated Press
19-05-2025
- Business
- Associated Press
BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: Landsea Homes Corporation (Nasdaq - LSEA), LENSAR, Inc. (Nasdaq - LNSR), AvidXchange Holdings, Inc. (Nasdaq – AVDX), FARO Technologies, Inc. (Nasdaq – FARO)
BALA CYNWYD, Pa., May 19, 2025 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations. If you own shares and wish to discuss the investigation, contact Jason Brodsky ( [email protected] ) or Marc Ackerman ( [email protected] ) at 855-576-4847. There is no cost or financial obligation to you. Landsea Homes Corporation (Nasdaq - LSEA) Under the terms of the agreement, Landsea Homes will be acquired by New Home Co. ('New Home') for $11.30 per share in cash. The investigation concerns whether the Landsea Homes Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether the deal consideration provides fair value to the Company's shareholders. For example, the deal consideration is below the 52-week high of $14.04 for the Company's shares. Additional information can be found at LENSAR, Inc. (Nasdaq - LNSR) Under the terms of the Merger Agreement, LENSAR will be acquired by Alcon for $14.00 per share in cash for each LENSAR share, with an additional non-tradeable contingent value right offering up to $2.75 per share in cash, conditioned on achievement of 614,000 cumulative procedures with LENSAR's products between January 1, 2026, and December 31, 2027. The investigation concerns whether the LENSAR Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether the Company's shareholders are receiving fair value for their shares. Additional information can be found at AvidXchange Holdings, Inc. (Nasdaq – AVDX) Under the terms of the agreement, AvidXchange Holdings will be acquired by TPG (Nasdaq – TPG) for $10.00 a share in cash in a transaction that values AvidXchange Holdings at $2.2 billion. The investigation concerns whether the AvidXchange Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether the deal consideration provides fair value to the Company's shareholders. Additional information can be found at FARO Technologies, Inc. (Nasdaq – FARO) Under the terms of the Merger Agreement, FARO will be acquired by AMETEK, Inc. (NYSE - AME) for $44 per share in cash. The investigation concerns whether the FARO Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including the dilution of the Company's shareholders in the combined company. Additional information can be found at Brodsky & Smith is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and class action lawsuits. The attorneys at Brodsky & Smith have been appointed by numerous courts throughout the country to serve as lead counsel in class actions and have successfully recovered millions of dollars for our clients and shareholders. Attorney advertising. Prior results do not guarantee a similar outcome.
Los Angeles Times
16-05-2025
- Business
- Los Angeles Times
Irvine Homebuilder New Home Company Acquires Texas Firm
The New Home Company Inc., an Irvine-based home developer, agreed to acquire Dallas-based Landsea Homes Corp. for approximately $430 million. The agreement calls for New Home to acquire all outstanding shares of Landsea Homes for $11.30 per share in cash, which represented a 61% premium to the share price prior to the announcement on May 12. 'Our acquisition of Landsea Homes is an important next step in New Home's long-term growth strategy,' said Matthew Zaist, president and chief executive of New Home, in a statement. The transaction was supported by Apollo Funds, the majority shareholder of New Home, which committed $650 million of new cash equity to facilitate the transaction. The merger is expected to close in the third quarter of 2025. Upon completion, Landsea Homes will become a privately held company, and its common stock will no longer be listed on Nasdaq. The combined company will be led by Zaist. 'This transaction underscores our high conviction in the housing market opportunity and the teams at New Home and Landsea Homes,' said Peter Sinensky, partner at Apollo and a member of New Home's board of directors, in a statement. J.P. Morgan Securities LLC, RBC Capital Markets, Vestra Advisors, and Wells Fargo served as financial advisors to New Home. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel to New Home. Moelis & Company LLC acted as exclusive financial advisor to Landsea Homes, while Latham & Watkins LLP acted as its legal counsel. Information for this article was sourced from Landsea Homes.
Yahoo
14-05-2025
- Business
- Yahoo
Q1 2025 Landsea Homes Corp Earnings Call
Drew Mackintosh; Investor Relations; Landsea Homes Corp John Ho; Chief Executive Officer, Director; Landsea Homes Corp Michael Forsum; President, Chief Operating Officer; Landsea Homes Corp Christopher Porter; Chief Financial Officer; Landsea Homes Corp Operator Good day everyone and welcome to today's Landsea Homes Corporation first-quarter 2025 earnings call. (Operator Instructions) Please note this call may be recorded and I will be standing by if you should need any is now my pleasure to turn the conference over to Drew Mackintosh, Investor Relations. Please go ahead. Drew Mackintosh Good morning and welcome to Landsea Homes first-quarter 2025 earnings the call begins, I would like to note that this call will include forward-looking statements within the meaning of the Federal Securities laws. Landsea Homes cautions and forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. These risks and uncertainties include but are not limited to the risk factors described by Landsea Homes in filings with the Securities and Exchange do not undertake any obligation to update forward-looking statements. Additionally, reconciliation of non-GAAP financial measures discussed on this call to the most comparable GAAP measures. Can be accessed through Landsea Home's website and in its SEC the call today are John Ho, Landsea's Chief Executive Officer; Mike Forsum, President and Chief Operating Officer; and Chris Porter, Chief Financial that, I'd like to turn the call over to John. John Ho Good morning and thank you for joining us today as we go over our results for the first quarter of 2025 to provide an update on our Homes recorded a net loss of $7.3 million in the first quarter for a net loss of $0.20 per diluted share. Home sales revenue increased 2% year over year on a 27% increase in deliveries. Partially offset by a 20% decline in average closing in average prices were due in part to a mixed shift from higher price California communities to a higher contribution of closings from our Florida and Texas incentive activity during the quarter also contributed to the decrease in ASPs. Net new orders for the quarter increased 11% year over year on a sales pace of 3.0 homes per community per we are encouraged by the demand elasticity we saw during the quarter as buyers responded to declines in mortgage rates and higher incentives. Border activity started off slowly to begin the year, then picked up as the quarter remains an important issue for most buyers, so financing incentives for a key driver of sales during the continue to balance pace versus price at each of our communities with a slight lean towards pace, all things being equal. As a production home builder, we feel it is important to price the market, maintain a base level of sales also made the strategic decision to sell through some of our spec home inventory in an effort to return to a more balanced approach between spec sales and built to order homes, with 67% of our first quarter deliveries also sold in the same goal is to return to a fifty-fifty split between specs and build to order closings over time. There are several reasons for this strategic build times have returned to pre-COVID levels, which has shortened the time frame between selling and closing on a pre-sold the margin opportunities are much greater with a pre-sold home, as it gives us the ability to charge more for lock premiums and other new home also allows the buyer to pick out high margin options and upgrades for their home as opposed to the standardized packages found in spec reducing our spec levels lowers the cash tied up and standing inventory. It gives us better visibility into our future closings with the buildup of a solid balanced strategies also aligned with the company's approach to home building, which emphasizes product differentiation as a way to attract customers and grow market believe our core customer is a more discerning buyer who wants more out of a home than just a place to live. That is why we have developed and refined our high performance home series to offer the latest in new home technology and the pandemic has been over for some time, people continue to spend more time at home than ever before. Whether it's a work from home situation, in-home entertainment, or just dining feel that this stay at home dynamic plays into our strengths and believe buyers will pay a premium for a home that fits their lifestyle. Of course, there are other factors that play into the decision-making process when buying a home, the biggest of which is is why we continue to work with buyers to find a new home solution and monthly payment that suits their incentives remain a popular option for our customers, looking to lower the monthly cost of home ownership, serve as a great selling tool, with buyers still looking at both new and resale incentives do, however, come at a cost to our company, representing 9% of the average closing price in the first optimistic that the combination of better pricing strategies and a higher mix of pre-sold homes will offset some of the negative effects the incentives have had on our head into the latter half of the spring selling season. We continue to see opportunities to refine our operations and increase our size and scale in the markets we currently build there is some uncertainty surrounding the near-term macro environment, we believe the long-term outlook for our industry remains positive, given the need for additional housing supply, the desire for home ownership that is on display at our communities each of punctuation is more important than ever when selling homes in uncertain times, and we feel that having communities and desirable locations and new home designs that stand out from the competition give us a distinct a result, I remain optimistic about Landsea's ability to compete and grow our operations over that, I'd like to turn the call over to Mike, who'll provide more details on our Michael Forsum Thanks John, good morning to delivered 643 homes during the first quarter of 2025, which was near the midpoint of ours of 600 to 700 closings. Florida led the way in terms of delivery contribution, followed by Arizona and John mentioned, the 20% decline in ASPs was a result of a mixed shift away from higher priced communities in California, combined with greater contributions from lower price regions. ASPs were actually up year over year in Florida and Texas, while ASPs in Arizona declined only sales pace in the first quarter came at the lower end of our targeted range of 3 to 4 sales per community per month. Arizona posted the highest absorption pace at 3.8, followed by Colorado at 3.7, and Florida at I would characterize current new home demand conditions as uneven, with consistent traffic levels being offset by hesitancy to move forward on behalf of buyers. In most instances, however, we can find a way to keep conversion levels steady with the right combination of incentives and pricing conditions continue to be favorable with good trade labor availability and steady flow of materials to our job lessons learned during the pandemic and the best practices put in place have resulted in a more streamlined home building operation for a company, leading to much faster backlog conversions and build have not seen any impact from the announced tariffs or the increased scrutiny on migrant labor so far. Plot cost inflation will continue to be a margin headwind for a company in the near term, but we have had success renegotiating the terms of our lot remain disciplined in our approach to new land deals and have seen similar discipline from our competitors, giving us optimism that future land prices will reflect the realities of today's new home believe the home building ecosystem self-corrects over time, and the industries' move, a more land light operating model may accelerate the timing of that my sense is that we are outselling our competition based on our first quarter absorption pace relative to our publicly traded we have experienced some margin compression as a result of our use of incentives, we feel it is the appropriate strategy given the current market conditions and the opportunities to reinvest our capital on the other side of increased focus on pre-sales versus specs should alleviate some of that margin pressure and give us better visibility through the buildup of so I'd like to turn the call over to Chris who will provide more detail on our financial results for the first quarter and give an update on our Christopher Porter Thanks, Mike. As Mike and John mentioned, our top line growth of 11% on orders, 27% on deliveries, and 2% on home sales revenue were bright spots in the quarter. Florida delivered a strong 52% delivery growth and a 53% revenue growth in the quarter. Texas also pulled its weight with 126 deliveries and $48 million in home sales as a percentage of our portfolio was 20% of our home deliveries and 16% of our revenue. Discounts and incentives for the quarter continued to weigh on gross margins though, representing 9.6% of our gross home sales incentives, which followed the 10-year treasury were volatile through the quarter, starting out at elevated levels, lowered some in the end of January through mid-February, and then peaked again in drove our home sales gross margin before inventory impairments of $1.5 million to 13.5%, the midpoint of our guidance. Adjusted gross margin was reported at a consistent 20%.The $1.5 million inventory impairment was on a DFW asset where we were closing out homes and represented about 50% of our gross margin impact. Interest capitalized through cost of goods sold represented 4.6% of gross margin, and the amortization of $5.6 million in purchase price accounting in the quarter represented another 1.9% SG&A as a percentage of home sales revenue was 17%, a 180 basis point increase primarily related to higher sales and marketing costs. Despite not having DFW operations in our comparable numbers from last year, our G&A expenses were up only $731,000 or 2.8% over the first quarter of last year but remained flat as a percentage of home sales of these factored into our reported net loss for the quarter of $7.25 million or $0.20 per share. On an adjusted basis, our net loss reduced to $1.73 million or $0.05 per expect incentive levels to remain elevated through 2025 with the actual cost fluctuating with the overall mortgage rate environment. Although after the first of the year, consistently saw rate downs in the 4.99% to 5.2% quick move in homes towards late February and throughout March, these moved to 3.99% in many of our markets as we competed for closings. As we look into the second quarter, we would anticipate in incentive levels to be in the 7% to 9% to our balance sheet, we ended the quarter with $256 million in liquidity, $52.3 million in cash and cash equivalents, and $204 million in availability under our revolver. This was a roughly $15 million dollar improvement from the fourth debt to total capital ratio was 52.1% at the end of the quarter. A 30 basis point increase from year end, and our net debt to total capital ratio finished the quarter at 48.3%. Operator At this time I would like to turn the call back to Drew Mackintosh for closing remarks. Drew Mackintosh Thanks, Reisa. In light of the transaction announcement last night, we will not be opening the call for you for your participation. Operator This concludes today's program. Thank you for your participation and you may disconnect at any time. Sign in to access your portfolio
Yahoo
13-05-2025
- Business
- Yahoo
Landsea Homes Stock Soars On Apollo's New Home Buyout At 61% Premium
Landsea Homes (NASDAQ:LSEA) shares are trading higher on Tuesday. On Monday, the company inked a definitive deal to be acquired by Apollo Global Management, Inc.'s (NYSE:APO) managed portfolio company of funds, New Home, for an enterprise value of around $1.2 billion. As per the deal, New Home will acquire Landsea Homes for $11.30 per share in an all-cash transaction. This purchase price represents a premium of around 61% to Landsea Homes' closing share price on May 12, 2025, the last trading day before the completion of the transaction, Landsea Homes will become a privately held company, and its common stock will no longer be listed on Nasdaq. This transaction is supported by Apollo Funds, the majority shareholder of New Home since 2021, who are committing $650 million of new cash equity to facilitate this credit-enhancing transaction and position the business for future growth. The transaction has been unanimously approved by the Landsea Homes Board of Directors and is expected to close early in the third quarter of 2025, subject to customary closing conditions. Following the successful completion of the tender offer, New Home will acquire all remaining shares not tendered through a second-step merger at the same price. The combined entity is expected to provide homebuyers with a wide array of housing choices, including single-family detached and attached homes, across rapidly expanding markets in Arizona, California, Colorado, Florida, Oregon, Texas, and Washington. This combination will establish an asset-light, returns-focused homebuilder with nearly 4,000 annual closings. John Ho, Chief Executive Officer of Landsea Homes said, 'We believe this transaction with New Home will deliver immediate cash value to our stockholders at a significant premium and provide us with a strong, well-capitalized partner to accelerate our next phase of growth.' In a separate release, Landsea reported first-quarter 2025 adjusted loss per share of 5 cents, exceeding the consensus estimate of 9 cents loss, while sales of $310.8 million missed the Street view of $312 million. Price Action: LSEA shares are up 60.2% at $11.24 at the last check on Tuesday. Image via Shutterstock Up Next: Transform your trading with Benzinga Edge's one-of-a-kind market trade ideas and tools. Click now to access unique insights that can set you ahead in today's competitive market. Get the latest stock analysis from Benzinga? This article Landsea Homes Stock Soars On Apollo's New Home Buyout At 61% Premium originally appeared on © 2025 Benzinga does not provide investment advice. All rights reserved. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
