Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Closing of Sekisui House Merger. On April 19, 2024, Sekisui House, through the Sekisui House Group, completed the acquisition of the Company. As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became an indirect, wholly-owned subsidiary of the Sekisui House Group. The aggregate consideration of the Merger was approximately $4.9 billion, of which the Company funded $664.6 million. Included within these amounts is an estimated $50 million of future period compensation expense related to the vesting of equity awards as of the closing of the Merger.

On April 19, 2024, the New York Stock Exchange (“NYSE”) filed with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of the Company’s Common Stock from the NYSE, as well as the deregistration of the Company’s Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company’s Common Stock will no longer be listed on the NYSE.

In addition, the Company filed with the SEC a certification on Form 15, requesting the termination of registration of the shares of the Company’s Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the shares of the Company’s Common Stock.

The Company’s 6.000% Senior Notes due 2043 currently remain listed on the NYSE and registered under the Exchange Act at closing. However, there can be no assurances that such notes will continue to be listed on the NYSE and registered under the Exchange Act.

The Company incurred $10.7 million of acquisition-related costs during the three months ended March 31, 2024, in connection with the Merger, which are disclosed within the Transaction costs line item within the Consolidated Statements of Operations and Comprehensive Income. In connection with the closing of the Merger, after the Balance Sheet date the Company paid $31.5 million to the financial and legal advisors, of which $8.4 million is accrued as of March 31, 2024, as well as $60.5 million of key executives' transaction bonuses.