--- schema_version: "secwatch.filing_event.v1" accession: "0000950142-24-001115" form_type: "8-K" ticker: null cik: "0000773141" company_name: "SEKISUI HOUSE U.S., INC." filed_at: "2024-04-19T23:59:59+00:00" generated_at: "2026-06-03T17:34:02.631693+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Sekisui House completes acquisition of MDC for $63/share cash, ~$4.9B equity value ## Summary - Completed acquisition at $63.00 per share cash; equity value ~$4.9 billion; debt financing of $4.5 billion. - MDC common stock delisted from NYSE; Form 15 filed to terminate registration and suspend reporting. - Larry Mizel and David Mandarich remain as Executive Chairman and CEO through Dec 2025; transaction bonuses of $33M and $21M. - New board of 11 directors appointed, including Toru Tsuji (CEO of SH Residential) and Rick Robideau (CFO). - Sekisui House Group annual supply now ~15,000 units across 16 U.S. states, achieving overseas detached home target ahead of schedule. ## SEC filing metadata - accession: 0000950142-24-001115 - form_type: 8-K - cik: 0000773141 - company_name: SEKISUI HOUSE U.S., INC. - filed_at: 2024-04-19T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/eh240470925_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950142-24-001115 - JSON: https://secwatch.observer/filing/0000950142-24-001115.json - Plain text: https://secwatch.observer/filing/0000950142-24-001115.txt ## Key facts - Executive change George C. Yeonas was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Courtney L. Mizel resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Toru Ishii was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Raymond T. Baker resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Janice Sinden resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Keizo Yoshimoto was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change David Mandarich resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Michael A. Berman resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Paris G. Reece III was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Larry Mizel resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Toru Tsuji was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Paris G. Reece III resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change David D. Mandarich was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Satoshi Yoshimura was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change David E. Blackford resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Rick Robideau was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Toru Fujita was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Kenichi Kumemoto was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Rafay Farooqui resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Herbert T. Buchwald resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change David Siegel resigned as Director at SEKISUI HOUSE U.S., INC.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board and the committees of the Board on which they served, if any, at the Effective Time: David Mandarich, Larry Mizel, Paris G. Reece III, Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Executive change Larry A. Mizel was appointed as Director at SEKISUI HOUSE U.S., INC.. - Action: became - Role: Director source text: as of the Effective Time, the following persons became directors of the Company: Rick Robideau, Larry A. Mizel, David D. Mandarich, Paris G. Reece III, George C. Yeonas, Toru Tsuji, Satoshi Yoshimura, Toru Ishii, Keizo Yoshimoto, Toru Fujita, and Kenichi Kumemoto. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Governance Changes SEKISUI HOUSE U.S., INC.: Merger Sub's Certificate of Incorporation became the Company's Certificate of Incorporation at the Effective Time. - Change: charter amendment source text: Pursuant to the Merger Agreement, at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Certificate of Incorporation and Bylaws, as in effect immediately prior to the Effective Time, became the Certificate of Incorporation and Bylaws of the Company, respectively. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - Governance Changes SEKISUI HOUSE U.S., INC.: Merger Sub's Bylaws became the Company's Bylaws at the Effective Time. - Change: bylaw amendment source text: Pursuant to the Merger Agreement, at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Certificate of Incorporation and Bylaws, as in effect immediately prior to the Effective Time, became the Certificate of Incorporation and Bylaws of the Company, respectively. evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm - M&A Transactions SEKISUI HOUSE U.S., INC. completed an acquisition involving Sekisui House, Ltd. through its subsidiaries SH Residential Holdings, LLC and Clear Line, Inc. for $63.00 per share in cash, total equity value of $4.9 billion (closed 2024-04-19). - Action: acquisition - Counterparty: Sekisui House, Ltd. through its subsidiaries SH Residential Holdings, LLC and Clear Line, Inc. - Consideration: $63.00 per share in cash, total equity value of $4.9 billion - Closing: 2024-04-19 source text: General Corporation Law; or (D) subject to vesting restrictions and/or forfeiture back to the Company (“ Company RSAs ”)) was automatically converted into the right to receive $63.00 per share, in cash, without interest thereon (the “Merger Consideration”); (ii) each Owned Company Share was automatically cancelled and ceased to exist, and no consideration or evidence_url: https://www.sec.gov/Archives/edgar/data/773141/000095014224001115/0000950142-24-001115-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.