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Morrison Foerster Advises Sekisui House on $4.9 Billion Acquisition of M.D.C. Holdings, Inc.

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Morrison Foerster is advising Sekisui House, Ltd. (“Sekisui House”) on its $4.9 billion acquisition of M.D.C. Holdings, Inc. (“MDC”), a large U.S. homebuilder listed on the NYSE.

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Morrison Foerster is advising Sekisui House, Ltd. (“Sekisui House”) on its $4.9 billion acquisition of M.D.C. Holdings, Inc. (“MDC”), a large U.S. homebuilder listed on the NYSE. The deal was announced on January 18, 2024, with closing expected to occur 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.Under the agreement, a wholly owned subsidiary of Sekisui House—a top-tier house manufacturer in Japan with global operations and a track record of delivering over 2.62 million homes worldwide since its establishment—will acquire MDC—one of the largest homebuilders in the United States, which operates in 16 states—in an all-cash transaction, by way of a reverse‑triangular merger. MDC shareholders will receive $63.00 per share in cash for their shares. Upon closing, Sekisui House will become the fifth largest homebuilder in the United States (based on the number of houses closed in 2022).The MoFo corporate M&A team advising Sekisui House on the acquisition is led by Tokyo partner Randy Laxer and New York partner Joe Sulzbach.The MoFo real estate team advising Sekisui House is led by Joshua Isenberg.The MoFo finance team advising Sekisui House is led by San Francisco partner Eric Min; Singapore partner Yemi Tépé; and Tokyo partner Yuhki Asano.Tokyo partner Nozomi Oda advised Sekisui House on Japanese securities laws matters.Read the company’s <a href="https://www.prnewswire.com/news-releases/sekisui-house-and-mdc-holdings-announce-combination-to-create-a-top-five-homebuilder-in-the-us-302038225.html#:~:text=Upon%20closing%2C%20Sekisui%20House%20will,by%20FY2025%2C%20sooner%20than%20anticipated." target="_blank">press release</a>.

Morrison Foerster Advises Sekisui House on $4.9 Billion Acquisition of M.D.C. Holdings, Inc.

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Randy advises on cross-border M&A, private equity, strategic alliances, and complex international joint ventures covering a range of industries, including technology, health care, life sciences, and media. He has more than 20 years of experience representing Japanese corporations in complex global M&A transactions as well as advising leading private equity funds and strategic investors on their acquisitions, joint ventures, and other strategic investment transactions in Japan.Randy serves as co-head of Morrison Foerster’s Asia Private Equity practice. In previous years, Randy served as the co-chair of our global Corporate Department.He is a frequent speaker on these and other legal developments impacting Japanese and international companies engaged in cross–border M&A. Randy attended Konan University in Kobe, Japan, and Stanford University’s Inter-University Center for Japanese Studies in Yokohama. He is fluent in Japanese.

Randy Steven Laxer

Partner

Joe Sulzbach is a partner in the Corporate Transactional group, focusing on mergers and acquisitions and private equity. Joe has represented numerous public and private entities in a variety of transactions, including domestic and cross-border merger and acquisition transactions, private equity transactions, joint ventures, and corporate governance matters. He has advised a broad range of clients across industries, including technology, media, and telecom (TMT), industrial, chemicals, consumer goods and retail, energy, healthcare and pharmaceuticals, and real estate.Joe has also represented a number of companies in engagements with activist stockholders, including in responding to Starboard Value, Carl Icahn, Elliott Management, JANA Partners, Farallon Capital Management, and VIEX Capital.In addition, Joe has represented investment banking firms and financial advisors in a variety of significant transactions, including representation of Qatalyst Partners, Evercore Partners, Ducera Securities, and Solomon Partners.Select examples of Joe’s experience include the following representations:<ul><li>U.S. Silica Holdings, Inc. in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>Centuri Holdings and parent company Southwest Gas Holdings in Centuri’s $353 million IPO and concurrent private placement.</li><li>The rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of substantially all rights related to KISS to Pophouse Entertainment.</li></ul><ul><li>Sekisui House, Ltd. in its $4.9 billion acquisition of M.D.C. Holdings, Inc.</li><li>Astellas Pharma Inc. in its $175 million acquisition of Propella Therapeutics, Inc.</li></ul><ul><li dir="ltr">Southwest Gas Holdings, Inc. in its adoption of a Tax-Free Spin Protection Plan.</li><li dir="ltr">Kyowa Kirin Co., Ltd. in its up to $477 million acquisition of Orchard Therapeutics plc, including CVR payment.</li><li dir="ltr">Sugar Foods Corporation in its sale to Pritzker Private Capital.</li></ul><ul><li>The News Lens Co., Ltd. in its $275 million business combination with Blue Ocean Acquisition Corporation.</li></ul><ul><li>Upland Software, Inc. in its adoption of a Tax Benefit Preservation Plan.</li></ul><ul><li>The Board of Directors and Special Committee of Toshiba in the $15.2 billion takeover of Toshiba by a consortium led by Japan Industrial Partners.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li></ul><ul><li>AgroFresh Solutions, Inc. in its $545 million going-private acquisition by Paine Schwartz Partners.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of ironSource and Unity’s concurrent $1 billion PIPE investment by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin Corporation.</li><li>Southwest Gas Holdings, Inc. in its defense against a hostile tender offer and proxy contest for board control by Carl Icahn, including adoption of a shareholder rights plan, and negotiated resolution.</li><li>Marrone Bio Innovations in its $244 million acquisition by Bioceres Crop Solutions Corp. in a stock-for-stock merger.</li><li>Paine Schwartz Partners, a global leader in sustainable food chain investing, in its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food and beverage, medical device, pharmaceutical, and cosmetic customers.</li><li>Silver Crest Acquisition Corporation in its $1.7 billion business combination with TH International Limited (Tims China), a master franchisee and operator of Tim Hortons coffee shops in China.</li><li>Sky Harbour LLC in its $777 million business combination with Yellowstone Acquisition Company.</li><li>SoftBank Group Corp., as the largest investor in WeWork, in WeWork’s $9 billion business combination with BowX Acquisition Corp.</li><li>Leading provider of patient access and engagement platform in its sale to a publicly listed company.</li><li>ON Semiconductor Corporation in its adoption of a shareholder rights plan.</li><li>Whitestone REIT in its adoption of a shareholder rights plan.</li><li>Exantas Capital Corp. in the acquisition of its external management contract by ACRES Capital Corp. from C-III Capital Partners LLC, and $375 million financing from MassMutual and Oaktree Capital Management.</li><li>NTT Communications Corporation and Secure-24 in the acquisition of SymSoft Holding Inc. and Symmetry Holding Inc. from Symmetry Holdings, LLC, a portfolio company of Great Hill Equity Partners.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 40% of the capital stock of Thorne Holding Corp.</li><li>Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of funds managed by Advent International.</li><li>JERA in its sale of a minority interest in Cricket Valley Energy Center to Development Bank of Japan.</li><li>JERA in the acquisition of a 43% stake in Cricket Valley Energy Center, the developer of a 1,000 MW natural gas-fired power plant located in Dover, New York.</li><li>Renesas Electronics in its $3.2 billion acquisition of Intersil Corporation.</li><li>DaVita HealthCare Partners in its acquisition of Renal Ventures Limited.</li><li>Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.</li><li>Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.</li><li>GLP Pte. Ltd. in the acquisition of a $4.55 billion U.S. logistics portfolio from Industrial Income Trust.</li><li>JLB Group, LLC in its acquisition of Sneakz, LLC.</li><li>Futamura Chemical Co., Ltd. in its acquisition of the cellulose business of Innovia Films.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 24.5% of the capital stock of The Brooklyn Brewery Corporation.</li></ul>

Joseph Sulzbach

Joshua Isenberg is a partner in the firm’s Real Estate Group. Josh’s practice includes a wide variety of real estate transactions, including senior and mezzanine financing, acquisitions, sales, construction and development matters, joint ventures, and ground leases.Josh has represented a broad range of institutional and private clients in connection with office, industrial, hotel, retail, mixed-use and multi-family projects.Josh is ranked for Real Estate in Japan by Chambers Asia-Pacific 2024. He is also listed in the Hall of Fame for Japan: Real Estate in The Legal 500 Asia Pacific 2024.<h4>Representative Experience</h4><ul><li>SEKISUI HOUSE, LTD., in its $468 million acquisition of U.S. homebuilder Woodside Homes Company, LLC.</li><li>NORTH AMERICA SEKISUI HOUSE, LLC, the U.S. business operations unit and full subsidiary of SEKISUI HOUSE, LTD., in acquisitions and joint ventures related to residential development projects across the United States.</li><li>Deutsche Bank AG Tokyo Branch on multiple non-recourse loan facilities for the construction of large scale photovoltaic power projects in Japan.</li><li>Fortress Investment Group in multiple acquisitions, dispositions of real estate assets and financings on properties and portfolios located throughout Japan. </li><li>A Japanese institutional investor in acquisition and joint venture related to residential development properties in Chicago and logistic facilities in Dallas.</li><li>A large Japanese bank in the refinancing of mortgage and mezzanine loans to a US entity, secured by a portfolio of iconic hotels and resorts in Hawaii and San Francisco.</li></ul>

Joshua Robert Isenberg

Eric Min is a partner in the Finance and Private Equity Buyouts & Investment Groups at Morrison Foerster.Eric regularly advises private equity sponsors and their portfolio companies and fintech companies in a variety of complex U.S. and cross-border financing transactions, including leveraged acquisitions, syndicated lending, investment grade lending, asset-based lending, and warehouse facilities. Eric has substantial experience representing clients in transactions covering a wide variety of industries, including technology, fintech, consumer and retail and professional services.

Eric Min

Yemi Tépé is Global Co-Chair of the Finance Group of Morrison Foerster. With more than 24 years advising clients on the full spectrum of event-driven financings and private equity buyouts, she has extensive experience in domestic and cross-border acquisition and leveraged finance, public to private takeovers, real estate finance, debt structuring and restructuring, margin loans, syndicated lending and subscription line financing.Her clients include leading international banks and financial institutions, private equity sponsors, multinational corporations, alternative financiers such as credit funds, hedge funds and asset managers and emerging growth, mid-cap, and large public and privately held companies.Yemi also sits on MoFo’s Board of Directors, Global Diversity Strategy Committee, ESG Steering Committee and Pro Bono Committee.<h4>Representative Experience</h4><ul><li>GLP China Logistics Fund I and its affiliates in the $5 billion recapitalization and exit of the portfolio developed within the fund, which was GLP’s flagship USD-denominated develop-to-core fund formed in 2013 to invest in prime, institutional-grade modern logistics assets in China.</li></ul><ul><li>The senior lenders on the acquisition financing to CVC Capital Partners for the acquisition of TRY Group, the largest one-to-one tutoring services provider in Japan.</li></ul><ul><li>GLP Pte. Ltd. in relation to subscription line facilities for GLP Japan Development Partners IV (JDP IV), which will have USD9.1 billion in assets under management when fully deployed, one of the largest-ever Japan-focused private real estate funds.</li><li>GLP Pte. Ltd. on a USD658 million sustainability linked syndicated loan facility.</li><li>The mezzanine lenders on the acquisition financing to CVC Capital Partners for the USD1.5 billion acquisition of Shiseido's personal care business.</li><li>The mezzanine lenders on Bain Capital’s approximately USD380 million acquisition of Kirindo, a Japanese pharmacy chain store operator. </li><li>SoftBank Group Corporation in connection with senior and mezzanine acquisition facilities for OYO’s acquisition of Netherlands-based @Leisure. </li><li>PA Chokmah Investment Limited (wholly owned by Ping An Overseas Holdings), as lender in relation to a HKD500 million convertible loan to Wisdom Education International Holdings Company Limited, a Hong Kong listco, principally engaged in operating premium primary and secondary schools in China.</li><li>BlackRock in relation to offshore and onshore acquisition financing in its acquisition of two blocks of grade-A office buildings in Changning, Shanghai from PGIM Real Estate, a property investment affiliate of Prudential Financial.</li><li>MUFG Bank, Ltd. as mandated lead arranger and underwriter of acquisition facilities for two strategic acquisitions aggregating close to USD1billion by Siam City Cement Public Company Limited, a listco on the Stock Exchange of Thailand and Thailand’s second largest cement producer, from LafargeHolcim Ltd.</li><li>Various lenders and private equity funds in relation to capital call/subscription facilities, fund financings and borrowing base facilities.</li></ul>

Yemi Tépé

Yuhki Asano is a partner of Morrison Foerster Law Offices. Yuhki has broad experience in various finance-related areas, including project and finance, cross-border real estate transactions, acquisition finance, and fund formation.Yuhki is recommended in Japan: Projects and Energy (2024) and Japan: Banking and Finance (2022) in The Legal 500 Asia Pacific. He has also been recognized in The Best Lawyers in Japan for Banking and Finance Law.From 2013 to 2014, Yuhki worked for the New York branch of one of the major Japanese banks and was engaged in cross-border finance transactions.Yuhki received his LL. B. from the Kyoto University in 2004, and graduated from the Legal Training and Research Institute of Japan in 2006 (59th trainee). He received his LL. M. from the University of California, Berkeley in 2013. Yuhki is a bengoshi admitted to practice in Japan (member of the Daiichi Tokyo Bar Association) and a qualified lawyer in New York.<h4 dir="ltr">Representative Experience</h4><ul><li dir="ltr">Represent an international PE fund as sponsor, owner, and developer in the approximately JPY 27 billion limited-recourse, long-term project financing of a 60.5 MW solar power project located in Kyoto, Japan. The financing was arranged by SBI Shinsei Bank Ltd. and the lenders included Sanju-San Bank Ltd.</li><li dir="ltr">Represented a foreign sponsor/developer in the JPY 10.6 billion limited-recourse long-term financing of four solar power projects with an aggregate capacity of 24.23 MW (AC) located in Nasushiobara-shi, Tochigi Prefecture, Japan.</li><li dir="ltr">Represented a foreign sponsor/developer in the JPY 4 billion limited-recourse long-term financing of an approximately 21 MW (AC) solar power project located in Iwaki-shi, Fukushima Prefecture, Japan.</li></ul>

Yuhki Asano

Nozomi Oda is a partner of Morrison Foerster Law Offices. Her work focuses on cross-border public and private M&A, joint ventures, strategic investments, capital markets, and life sciences. Nozomi serves as co-head of Morrison Foerster’s Asia Private Equity practice.She regularly advises clients on a wide range of Japanese regulations including securities, financial and fund, merger review, and healthcare and life sciences. In addition to her work in private practice, Nozomi spent two years with Japan’s Financial Services Agency (FSA) as a deputy director of the corporate disclosure department, where she participated in the drafting of the FSA’s disclosure regulations regarding private placement offerings and director compensation.Nozomi is recommended in the 2023 edition of The Legal 500 Asia Pacific for Japan: Corporate and M&A and has also been recognized in The Best Lawyers in Japan for Capital Markets, Corporate and M&A, Private Equity, Private Funds and Venture Capital Law.Nozomi is a bengoshi admitted to practice in Japan and New York and a member of the Dai-Ichi Tokyo Bar Association.Nozomi’s experience includes representing:<ul><li>Daiichi Sankyo in its $6.9 billion global drug development and commercialization agreement with AstraZeneca.</li><li>C.R. Bard in its acquisition of Medicon, a Japan-based distributor of medical equipment.</li><li>Nissan Motor in its $2.3 billion acquisition of a 34% stake in Mitsubishi Motors.</li><li>Starbucks Coffee in its buyout of the remaining 60.5% share of Starbucks Coffee Japan.</li></ul>