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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
_________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): December 28, 2020

M.D.C. Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware1-895184-0622967
(State or other
jurisdiction of
incorporation)
(Commission file number)(I.R.S. employer
identification no.)

4350 South Monaco Street, Suite 500, Denver, Colorado 80237
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (303) 773-1100

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value552676108New York Stock Exchange
6% Senior Notes due January 2043552676AQ1New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective December 28, 2020, M.D.C. Holdings, Inc. (the “Company”) entered into a Fifth Amendment to Credit Agreement (“Fifth Amendment”) to its unsecured credit agreement (“Credit Agreement”) with U.S. Bank National Association, as designated agent and co-administrative agent, Citibank, N.A., as co-administrative agent, and Truist Bank (formerly SunTrust Bank), Bank of the West and PNC Bank, National Association, as co-syndication agents, and U.S. Bank National Association, Citibank, N.A., Truist Securities, Inc. (formerly known as SunTrust Robinson Humphrey, Inc.), Bank of the West and PNC Capital Markets LLC, as joint lead arrangers and joint book runners, and the other banks that are signatories thereto.

The Fifth Amendment increased the Aggregate Commitment to $1.2 billion and extended the Facility Termination Date of $1.125 billion of the facility commitments to December 18, 2025, with the remaining commitment continuing to terminate on December 18, 2023. The Fifth Amendment also provides that (subject to additional lender commitments) the aggregate amount of the commitments may increase to an amount not to exceed $1.7 billion (the “accordion” feature), and updates other provisions of the Credit Agreement including the LIBOR replacement provisions.

Capitalized terms are defined in the Credit Agreement. A copy of the Fifth Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.


ITEM 2.03    CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The disclosure contained in Item 1.01 is incorporated by reference.


ITEM 7.01    REGULATION FD DISCLOSURE

The Company's press release announcing the amended credit facility is attached as Exhibit 99.1


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit NumberDescription
10.1
99.1
104Cover Page Interactive Data file (formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
_________________________________

M.D.C. HOLDINGS, INC.
Dated: December 29, 2020By:/s/ Joseph H. Fretz
Joseph H. Fretz
Secretary and Corporate Counsel

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