The New Home Company and Apollo Announce Completion of the Acquisition of The New Home Company by Funds Managed by Affiliates of Apollo
September 08 2021 - 8:53AM
The New Home Company (NYSE: NWHM) (“NWHM” or “the Company”) and
Newport Merger Sub, Inc. (the “Purchaser”), an entity controlled by
funds (the “Apollo Funds”) managed by affiliates of Apollo Global
Management, Inc. (NYSE: APO) (together with its consolidated
subsidiaries, “Apollo”) today announced the successful completion
of the previously commenced cash tender offer by the Purchaser to
purchase all of the outstanding shares of common stock of NWHM.
The tender offer expired at 12:00 A.M., New York City time on
September 8, 2021. As of the expiration of the tender offer, a
total of 16,334,654 shares of common stock of NWHM, representing
approximately 89.95% of the outstanding NWHM shares, were validly
tendered into and not withdrawn from the tender offer. As of such
expiration, all conditions to the tender offer have been satisfied
or waived. Purchaser has accepted for payment, and expects to
promptly pay for, all such NWHM shares validly tendered and not
withdrawn in accordance with the terms of the tender offer.
As a result of its acceptance of the shares tendered in the
tender offer, Purchaser has acquired a sufficient number of shares
of the Company’s common stock to close the merger of Purchaser with
and into the Company without the affirmative vote of the Company’s
other stockholders pursuant to Section 251(h) of the Delaware
General Corporation Law. On September 8, 2021, Purchaser
consummated the merger. In connection with the merger, the
remaining outstanding shares were cancelled and automatically
converted into the right to receive $9.00 per share in cash, being
the same price paid in the tender offer. As a result of the tender
offer and the merger, NWHM became a privately-held, indirect
wholly-owned subsidiary of the Apollo Funds and the Company’s
common stock ceased trading on the New York Stock Exchange.
J.P. Morgan Securities LLC is acting as financial advisor to the
Apollo Funds and Paul, Weiss, Rifkind, Wharton & Garrison LLP
is acting as legal advisor to Apollo. Citigroup Global Markets,
Inc. served as financial advisor to the Company and Latham &
Watkins LLP served as legal counsel.
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 June 30, 2021, Apollo had
approximately $472 billion of assets under management. To learn
more, please visit http://www.apollo.com.
Forward-Looking Statements
Any forward-looking statements, including, but not limited to,
statements regarding the transaction between Apollo and NWHM,
strategic and other potential benefits of the transaction, and
other statements about Apollo’s future expectations, beliefs,
goals, plans or prospects, are subject to risks and uncertainties
such as those described under the heading “Risk Factors” in the
Company’s periodic reports on file with the U.S. Securities and
Exchange Commissions (“SEC”). These statements speak only as of the
date of this press release and are based on Apollo’s and NWHM’s
current plans and expectations and involve risks and uncertainties
that could cause actual future events or results to be different
from those described in or implied by such forward-looking
statements, including risks and uncertainties regarding: changes in
financial markets; changes in economic, political or regulatory
conditions; changes in facts and other circumstances and
uncertainties concerning the proposed transaction; and other
factors set forth from time to time in NWHM’s SEC filings,
including its Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q, as well as the tender offer statement,
solicitation/recommendation statement and other tender offer
documents that will be filed by Apollo and NWHM, as applicable.
Apollo and NWHM caution investors not to place considerable
reliance on the forward-looking statements contained in this press
release. Except as required by applicable law or regulation, Apollo
does not undertake any obligation to update or revise any such
forward-looking statements to reflect future events or
circumstances.
Important Additional Information
This communication is neither an offer to purchase nor a
solicitation of an offer to sell common stock of NWHM, Apollo, or
any other securities. This communication is for informational
purposes only.
Investor Contact:
Investor RelationsThe New Home Company
Inc.(949) 382-7838investorrelations@nwhm.com
For Apollo:
Investor Contact:Noah GunnGlobal Head
of Investor RelationsApollo Global Management,
Inc. (212) 822-0540IR@apollo.com
Media Contact:Joanna RoseGlobal Head of Corporate
CommunicationsApollo Global Management, Inc.212 822
0491Communications@apollo.com
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