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:

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. 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 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

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