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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 Laxer is the Co-Head of the Asia M&A/PE Practice. His experience includes over 20 years in Japan representing clients on numerous Japan private equity buyouts and investments, cross-border mergers and acquisitions, international joint ventures, and minority investments in various industries, including high technology, life sciences, and media.Randy has been selected as one of “Asia’s Top 15 M&A Lawyers” by Asian Legal Business and also is recommended for his M&A and corporate law expertise by Chambers Global (2026), Chambers Asia-Pacific (2026), IFLR1000 (2025), and The Legal 500 Asia Pacific (2026). Client comments about Randy include the following:“Randy is a seasoned operator in the M&A and general corporate space, who can guide you through the most complex transactions down to the easiest.” (Chambers Asia-Pacific)“He is very professional and solution-oriented and provides expert advice to resolve issues that arise during negotiations.” (Chambers Asia-Pacific)“Randy has provided great expertise and perspective to our projects and facilitated the completion of our deals.” (Chambers Global)Randy received his J.D. cum laude from the University of Michigan Law School and attended Konan University in Kobe, Japan and Stanford University’s Inter-University Center for Japanese Studies. He is fluent in Japanese and is also a registered Gaikokuho-Jimu-Bengoshi and a member of the Daini Tokyo Bar Association.

Randy Laxer

Partner

Joe Sulzbach is a partner in the Transactions Department, focusing on mergers and acquisitions and private equity. He is also co-chair of the Semiconductors Industry Group. 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), life sciences, pharmaceuticals, healthcare, industrial, chemicals, consumer goods and retail, energy, 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, Morgan Stanley, Evercore Partners, Greenhill, Ducera Securities, and Solomon Partners.Select examples of Joe’s experience include the following representations:<ul><li>Sachem Capital Corp. on its $3.4 billion strategic combination with Industrial Realty Group.</li></ul><ul><li>Modiv Industrial on its $535 million all-stock sale to Global Net Lease.</li><li>RE/MAX Holdings, Inc. on its $880 million stock and cash sale to The Real Brokerage Inc.</li></ul><ul><li>Sumitomo Forestry Co., Ltd. in its $4.5 billion acquisition of Tri Pointe Homes, Inc.</li></ul><ul><li>SoftBank Group Corp. on its $4 billion acquisition of DigitalBridge Group, Inc., a leading global alternative asset manager dedicated to investing in digital infrastructure.</li></ul><ul><li>CPE on its strategic partnership with Restaurant Brands International Inc., under which CPE will invest $350 million in Burger King China.</li><li>Plymouth Industrial REIT, Inc. in its $2.1 billion sale to an affiliate of Makarora Management LP and Ares Alternative Credit funds.</li></ul><ul><li>Veeco Instruments Inc. in its $5.2 billion merger with Axcelis Technologies, Inc.</li><li>BearingPoint, an independent management and technology consultancy firm, on its joint venture with ABeam Consulting.</li><li>SoftBank Group Corp. on its $2 Billion investment Intel Corporation. </li><li>Hooter’s Inc. and Hoot Owl Restaurants, L.L.C. in the acquisition of over 100 restaurants from Hooters of America LLC, the iconic casual dining and sports entertainment chain.</li><li>Shaklee Corporation in its acquisition of substantially all the assets of Modere.</li></ul><ul><li>Infineon Technologies AG in its $2.5 billion acquisition of Marvell Technology’s automotive ethernet business.</li><li>SoftBank Group Corp. in its proposed up to $40 billion investment in OpenAI, America’s premier artificial intelligence (AI) company and developer of the transformational large language models that are driving the AI revolution.</li><li>Infineon Technologies AG in the sale of its Austin, TX foundry to SkyWater Technology.</li><li>NorthStar Healthcare Income, Inc. in its $900 million sale to an affiliate of Welltower Inc.</li><li>Cartica Acquisition Corp in its $2.75 billion business combination with Nidar Infrastructure Limited, India’s leading data center provider for artificial intelligence and high-performance compute services.</li><li>Centuri Holdings and parent company Southwest Gas Holdings in Centuri’s $353 million IPO and concurrent private placement.</li><li>U.S. Silica Holdings, Inc. in its $1.85 billion sale to entities affiliated with Apollo Global Management.</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 2026. He is also listed in the Hall of Fame for Japan: Real Estate in The Legal 500 Asia Pacific 2026.<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 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 Asia Head of the Finance Group of Morrison Foerster. With more than 25 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, digital infrastructure and data center financings, debt restructurings, margin loans, and subscription line and NAV financings.Her clients include global and regional private equity sponsors, multi-national corporations, leading international and regional banks and private credit funds.Yemi sits on MoFo’s Board of Directors, Global Finance Committee, Community Advisory Board 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 recognized as a Next Generation Partner in Japan: Banking and Finance in The Legal 500 Asia Pacific 2026 and recommended for Japan: Projects and Energy in the 2024 edition. He has also been recognized in The Best Lawyers in Japan for Banking and Finance Law since 2023.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, and graduated from the Legal Training and Research Institute of the Supreme Court of Japan (59th Trainee). He received his LL. M. from the University of California, Berkeley. Yuhki is a bengoshi admitted to practice in Japan (member of the Dai-Ichi 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 the Co-Head of the Asia M&A/PE Practice. Her work focuses on cross-border public and private M&A, joint ventures, strategic investments, capital markets, and life sciences.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>