This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on August 10, 2021 by Newport Merger Sub, Inc. (the
“Offeror”), a Delaware corporation and a wholly owned subsidiary of Newport Holdings, LLC (“Parent”), a Delaware corporation. The Schedule TO relates to the tender offer by the Offeror for any and all of the issued
and outstanding shares of common stock, par value $0.01 per share (“Shares”), of The New Home Company Inc., a Delaware corporation (the “Company” or “New Home”), at a purchase price of $9.00 per
Share, net to the holders thereof, in cash, without interest thereon and less any applicable tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10,
2021 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”, a copy of which is attached as Exhibit (a)(1)(B), and which,
together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).
All the information set forth in the Offer to Purchase, including Schedule A thereto, is incorporated by reference herein in response to Items 1 through 9 and
Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment. This Amendment should be read together with the Schedule TO.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.
This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11, and Item 12, as reflected below.
Items 1 through 9 and Item 11.
Items 1 through 9 and
Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:
The Offer and withdrawal rights expired as scheduled at 12:00 a.m., New York City time, on September 8, 2021. The Depositary and Paying Agent has
indicated that, as of the Expiration Time, a total of 16,334,654 Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 89.95% of the issued and outstanding Shares as of the Offer Expiration Time.
The number of Shares validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been
satisfied or waived, the Offeror irrevocably accepted for payment all such Shares validly tendered into and not withdrawn from the Offer and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, the Offeror acquired a sufficient number of Shares to complete the Merger without a vote of
the stockholders of New Home pursuant to Section 251(h) of the DGCL. Accordingly, on September 8, 2021, the Offeror expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Offeror will merge with and into
New Home, with New Home surviving as a wholly owned subsidiary of Parent. At the Effective Time, each outstanding Share issued and outstanding immediately prior to the Effective Time (other than Shares owned directly by New Home (or any wholly owned
subsidiary of New Home), Parent, the Offeror or any of their respective affiliates, in each case immediately before the Effective Time, and Shares owned by any stockholders who have properly demanded their appraisal rights in accordance with
Section 262 of the DGCL), will be cancelled and automatically converted into the right to receive the Offer Price. Following the Merger, all Shares will be delisted from NYSE and deregistered under the Exchange Act.
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