Purchase Price of $9.00 per Share in All-Cash
Transaction Valued at $173 Million in Equity Value
Transaction to Provide Flexibility and Capital
to Accelerate Growth
The New Home Company (NYSE: NWHM) (“NWHM” or “the Company”) and
funds (the “Apollo Funds”) managed by affiliates of Apollo Global
Management, Inc. (NYSE: APO) (together with its consolidated
subsidiaries “Apollo”) today announced that they have entered into
a definitive merger agreement pursuant to which the Apollo Funds
have agreed to acquire the Company in an all-cash transaction for
$9.00 per share. The transaction values NWHM at an enterprise value
of approximately $338 million.
Under the terms of the agreement, which has been unanimously
approved by the NWHM Board of Directors, the Apollo Funds will
commence a tender offer to acquire all outstanding shares of NWHM
for $9.00 per share in cash. The purchase price represents an 85%
premium to the closing stock price on July 22, 2021 of $4.86 per
share and a 51% premium to the 90-day volume-weighted average
price. The holders of approximately 30% of NWHM’s shares of common
stock have agreed to tender their shares to the Apollo Funds
pursuant to the tender offer in accordance with the terms of a
support agreement.
Founded in 2009, the New Home Company is a new generation
homebuilder focused on the design, construction, and sale of
innovative and consumer-driven homes in key markets across
California, Arizona and Colorado. The Company’s range of product
offerings from entry level up through luxury homes and communities
have generated significant organic growth. As homebuilders continue
to consolidate amid favorable supply and demand dynamics in the
U.S. housing market, this transaction is designed to give the
Company greater operational and financial flexibility to scale its
platform while maximizing value for shareholders.
“Over the last several years, we have transformed the company
into a growing and diversified builder with operations in three
states,” said H. Lawrence Webb, Executive Chairman of The New Home
Company Board of Directors. “We have strengthened our balance
sheet, streamlined our cost structure and repositioned our product
offerings to cater to a deeper pool of buyers. Apollo’s ability to
provide flexible capital and deep knowledge of the homebuilding
industry will help us to accelerate the growth of our business.
Following a thorough review of the opportunities available to the
Company, The New Home Company Board of Directors unanimously
determined that entering into this agreement is the best path
forward to maximize value for shareholders.”
“As consumer demand for new homes accelerates amid limited
supply, we continue to see exciting opportunities to invest in the
residential housing market,” said Peter Sinensky, Partner at
Apollo. “New Home’s consumer-driven approach and dedicated focus on
integrating unique design and architecture has separated the
Company as a best-in-class homebuilder. We are excited to work with
the management team to execute on the Company’s growth strategy and
provide more homes to consumers across the country.”
“I am extremely proud of our team and the progress we’ve made
over the last few years in transforming the company into a more
profitable, better positioned homebuilder,” said Leonard Miller,
President & Chief Executive Officer of New Home. “We are
excited to enter into this new chapter together with Apollo, who
shares our strategic vision for New Home as a platform for
delivering quality homes and communities with award-winning design
and unparalleled customer experience. By joining forces with
Apollo, we will have the financial flexibility to build on our
recent successes and take the company to new heights.”
The closing of the transaction is subject to customary closing
conditions and the tender of shares representing at least a
majority of the Company’s outstanding common stock to the
purchaser, an entity wholly owned by the Apollo Funds, and is
expected to close in the second half of the Company’s fiscal year.
Following the successful completion of the tender offer, the Apollo
Funds will acquire all remaining shares not tendered in the tender
offer through a second-step merger at the same price. The
transaction will be financed with equity provided by the Apollo
Funds and, if required, a committed debt financing package. Other
than commitments in respect of a revolving credit facility, no
incremental debt is expected to be raised in connection with the
transaction.
Upon the completion of the transaction, NWHM will become a
privately held company and shares of NWHM common stock will no
longer be listed on any public market.
Citigroup Global Markets Inc. is acting as exclusive financial
advisor to NWHM and Latham & Watkins LLP is acting as legal
advisor to NWHM. Paul, Weiss, Rifkind, Wharton & Garrison LLP
is acting as legal advisor and J.P. Morgan Securities LLC is acting
as financial advisor to the Apollo Funds.
About The New Home Company
The New Home Company is a publicly traded company listed on the
New York Stock Exchange under the symbol “NWHM.” It is a new
generation homebuilder focused on the design, construction and sale
of innovative and consumer-driven homes in major metropolitan areas
within select growth markets in California, Arizona and Colorado.
For more information about the Company and its new home
developments, please visit the Company's website at
www.NWHM.com.
About Apollo
Apollo is a high-growth, global alternative asset manager. We
seek to provide our clients excess return at every point along the
risk-reward spectrum from investment grade to private equity with a
focus on three business strategies: yield, hybrid and
opportunistic. Through our investment activity across our fully
integrated platform, we serve the retirement income and financial
return needs of our clients, and we offer innovative capital
solutions to businesses. Our patient, creative, knowledgeable
approach to investing aligns our clients, businesses we invest in,
our employees and the communities we impact, to expand opportunity
and achieve positive outcomes. As of March 31, 2021, Apollo had
approximately $461 billion of assets under management. To learn
more, please visit http://www.apollo.com.
Important Information
The tender offer for the outstanding shares of NWHM common stock
has not yet commenced. This communication is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of NWHM common stock. The
solicitation and offer to buy shares of NWHM common stock will only
be made pursuant to the tender offer materials that an entity owned
by funds managed by affiliates of Apollo Global Management, Inc.
(“Apollo Purchaser”) intends to file with the U.S. Securities and
Exchange Commission (the “SEC”). At the time the tender offer is
commenced, Apollo Purchaser will file a tender offer statement on
Schedule TO with the SEC, and NWHM will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. NWHM’S STOCKHOLDERS ARE ADVISED TO
READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE
14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE
TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender
offer statement and the solicitation/recommendation statement will
be mailed to NWHM’s stockholders free of charge. Investors and
stockholders may obtain free copies of the Schedule TO and Schedule
14D-9, as each may be amended or supplemented from time to time,
and other documents filed by the parties (when available) at the
SEC’s web site at www.sec.gov, by contacting NWHM’s Investor
Relations either by telephone at 949-382-7838, e-mail at
investorrelations@nwhm.com or on NWHM’s website at
www.NWHM.com.
Forward-Looking Statements
This news release includes forward-looking statements within the
meaning of applicable U.S. securities laws, which reflect
management's current views and estimates regarding the ability of
the parties to complete the proposed transaction and the expected
timing of completion of the proposed transaction, among other
matters. The words "anticipate", "assume", "believe", "continue",
"could", "estimate", "expect", “forecast”, "future", “guidance”,
“imply”, "intend", "may", “outlook”, "plan", "potential",
"predict", "project", and similar terms and phrases are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. The
Company cannot assure investors that future developments affecting
the Company will be those that it has anticipated. Actual results
may differ materially from these expectations due to uncertainties
related to the timing and expected financing of the tender offer
and the merger; uncertainty surrounding how many of NWHM’s
stockholders will tender their shares in the tender offer; the
possibility that any or all of the various conditions to the
consummation of the tender offer, including the failure to receive
required regulatory approvals from any applicable governmental
entities, may not be satisfied or waived in a timely manner, if at
all; the possibility of business disruptions due to
transaction-related uncertainty; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement; and other risks and
uncertainties including those identified under the heading “Risk
Factors” in the Company’s most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, each of which are filed with
the Securities and Exchange Commission ("SEC") and available at
www.sec.gov, and other filings that the Company may make with the
SEC in the future. If one or more of these risks or uncertainties
materialize, or if any of the Company's assumptions prove
incorrect, the Company's actual results may vary in material
respects from those projected in these forward-looking statements.
Any forward-looking statement made by the Company in this news
release speaks only as of the date hereof. Factors or events that
could cause the Company's actual results to differ may emerge from
time to time, and it is not possible for the Company to predict all
of them. The Company does not undertake and specifically disclaims
any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by any
applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20210723005098/en/
Investor Contact: Investor Relations The New Home Company
Inc. (949) 382-7838 investorrelations@nwhm.com
For Apollo: Investor Contact: Peter Mintzberg Head of
Investor Relations Apollo Global Management, Inc. 212 822 0528
APOInvestorRelations@apollo.com
Media Contact: Joanna Rose Global Head of Corporate
Communications Apollo Global Management, Inc. 212 822 0491
Communications@apollo.com
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