Sekisui House to acquire M.D.C. Holdings for $4.9B in all-cash transaction

Sekisui House and M.D.C. Holdings announced a definitive agreement pursuant to which a wholly-owned subsidiary of Sekisui House will acquire MDC in an all-cash transaction with an equity value of $4.9B. Subject to and in accordance with the terms and conditions of the agreement, MDC shareholders will receive $63.00 per share in cash, which represents an approximately 19% premium to MDC’s closing stock price on January 17, 2024, the last trading day prior to announcing the transaction, and an approximately 41% premium to MDC’s 90-day volume-weighted average trading price. Closing of the acquisition is expected in the first half of 2024, subject to certain conditions, including approval of the merger by MDC’s stockholders, regulatory approvals and other customary conditions. The transaction is not subject to a financing condition. Larry Mizel and David Mandarich and certain of their respective affiliates and estate planning vehicles, who beneficially own approximately 21.2% of MDC’s shares, have entered into an agreement, among other things, to vote in favor of the transaction subject to and in accordance with the terms and conditions set forth therein.