SH Residential Holdings, LLC entered into a definitive agreement to acquire M.D.C. Holdings, Inc. (NYSE:MDC) from a group of shareholders for $4.8 billion on January 17, 2024. As part of the agreement, MDC shareholders will receive $63 per share in cash. Sekisui House will acquire MDC in an all-cash transaction with an equity value of $4.9 billion. Funds for the acquisition will be secured primarily through borrowings from Group?s main banks. On January 17, 2024, SH Residential and Sekisui House obtained debt financing commitments of $4.5 billion in the aggregate from certain financial institutions, which will be used to finance a portion of the consideration due under the Merger Agreement and fees and expenses related to the Transactions. In case of termination, MDC will be required to pay SH Residential a termination fee of $147,420,000. The Merger will be accounted for as a ?purchase transaction? for financial accounting purposes.

Closing of the acquisition is subject to certain conditions, including approval of the merger by MDC's stockholders, regulatory approvals, expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. The transaction is not subject to a financing condition. The merger agreement was unanimously approved by the Boards of Directors of both Sekisui House and MDC. As of April 2, 2024, M.D.C. Holdings shareholders approved the transaction. Closing of the acquisition is expected in the first half of 2024. As of April 2, 2024, the transaction is expected to close in the second quarter of 2024.

Moelis & Company LLC and Mitsubishi UFJ Morgan Stanley Securities acted as financial advisors to Sekisui House. Hearthstone, Inc. acted as real estate advisor to Sekisui House. Randy S. Laxer, Joshua R. Isenberg, Eric H. Min, Yemi Tépé, Yuhki Asano, Nozomi Oda and Joseph Sulzbach Morrison Foerster LLP is acting as a legal advisor to Sekisui House. Vestra Advisors, LLC acted as exclusive financial advisor and fairness opinion provider and Robert B. Schumer and Michael Vogel of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to MDC. MDC has agreed to pay Vestra a fee for its services in the amount of approximately $21 million, of which $3 million was paid upon delivery of Vestra?s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. Adam J. Agron and Evan J. Leitch of Brownstein Hyatt Farber Schreck, LLP acted as legal advisor to MDC. MDC has retained Innisfree as MDC?s proxy solicitor for a fee of $25,000. Continental Stock Transfer & Trust Company is the transfer agent for MDC shares.

SH Residential Holdings, LLC completed the acquisition of M.D.C. Holdings, Inc. (NYSE:MDC) from a group of shareholders on April 19, 2024. In connection with the acquisition, MDC will be delisted from the New York Stock Exchange. In accordance with the terms of the Merger Agreement, the following persons became directors of the MDC: 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. The following persons, who were directors of MDC 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: Courtney L. Mizel, David E. Blackford, David Siegel, Herbert T. Buchwald, Janice Sinden, Michael A. Berman, Raymond T. Baker, Rafay Farooqui.