M.D.C. Holdings to be acquired by Sekisui House for $63.00 per share in cash

SEKISUI HOUSE U.S., INC.

All-cash merger at $63.00/share; implied equity value approx. $4.7B based on outstanding shares.
Transaction expected to close in first half of 2024; subject to stockholder vote, HSR approval, and no material adverse effect.
Sekisui House obtained $4.5B in debt financing commitments; no financing condition for Parent.
Certain stockholders (Larry Mizel, David Mandarich) entered Voting Agreement to support the merger.
Termination fee of $147.42M payable by MDC under specified circumstances; 'no-shop' with fiduciary out.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SEKISUI HOUSE U.S., INC.: Added an exclusive forum by-law designating Delaware courts as sole and exclusive forum for certain actions and federal courts for Securities Act claims (effective 2024-01-17).

Change: bylaw amendment
Effective: 2024-01-17

Exact text from the filing

On January 17, 2024, the Company Board approved and adopted an amendment to its By-Laws, effective immediately, to add an exclusive forum by-law.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SEKISUI HOUSE U.S., INC. entered into Agreement and Plan of Merger with SH Residential Holdings, LLC valued at $63.00 per share (effective 2024-01-17).

Action: entry
Agreement: merger
Counterparty: SH Residential Holdings, LLC
Value: $63.00 per share
Effective: 2024-01-17

Exact text from the filing

On January 17, 2024, M.D.C. Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with SH Residential Holdings, LLC, a Delaware limited liability company (“ Parent ”), Clear Line, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“ Merger Sub ”)

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Source: SEC EDGAR

accession 0000950142-24-000166

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