This Tender Offer Statement on Schedule TO (together with any amendments and supplements
hereto, this “Schedule TO”) is being filed by Newport Merger Sub, Inc., a Delaware corporation (the “Offeror”), Newport Holdings, LLC, a Delaware limited liability company (“Parent”), and Apollo
Management IX, L.P., a Delaware limited partnership (“Management IX”). The Offeror is a wholly owned subsidiary of Parent. Parent is controlled by certain funds managed by Management IX. This Schedule TO relates to the offer by the
Offeror to purchase 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”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be
amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively constitute the “Offer”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in
this Schedule TO. The Agreement and Plan of Merger, dated as of July 23, 2021, by and among the Company, Parent and the Offeror, a copy of which is attached as Exhibit (d) hereto, is incorporated herein by reference with respect to Items 4
through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
Item 1. Summary Term Sheet.
The information set forth in the section entitled “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is The New Home Company Inc. Its
principal executive offices are located at 6730 N Scottsdale Rd., Suite 290, Scottsdale, Arizona 85253. The telephone number of the Company’s principal executive office is (602) 767-1426.
(b) This Schedule TO relates to the Offeror’s offer to purchase any and all outstanding Shares. According to the Company, as of the close
of business on August 4, 2021 there were 18,160,613 Shares issued and outstanding, 851,996 Shares issuable under outstanding restricted stock unit awards and 410,762 Shares issuable under outstanding stock option grants with an exercise price
of less than $9.00 per Share and with a weighted average exercise price of $5.60 per Share.
(c) The information set forth in
Section 6—“Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) – (c) This Schedule TO is filed by the Offeror, Parent and Management IX. The information set forth in the section entitled
“Summary Term Sheet” and Section 9—“Certain Information Concerning the Offeror, Parent and Management IX” of, and Schedule A to, the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
Summary Term Sheet
Introduction
Section 1—“Terms of the Offer”
Section 2—“Acceptance for Payment and Payment for Shares”