Free Writing Prospectus | Filed Pursuant to Rule 433 | ||||
(To the Preliminary Prospectus Supplement dated August 3, 2021) | Registration Statement No. 333-232327 |
Issuer: | M.D.C. Holdings, Inc. | ||||
Security Title: | 3.966% Senior Notes due 2061 | ||||
Principal Amount: | $350,000,000 | ||||
Trade Date: | August 3, 2021 | ||||
Settlement Date: | August 6, 2021 (T+3) We expect that delivery of the notes will be made against payment therefor on or about August 6, 2021 which will be the third business day following the date of pricing of the notes, or “T+3”. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing should consult their own advisors. | ||||
Maturity Date: | August 6, 2061 | ||||
Interest Rate: | 3.966% per annum | ||||
Public Offering Price: | 100.000% | ||||
Yield to Maturity: | 3.966% | ||||
Benchmark Treasury: | 1.875% US Treasury due February 15, 2051 | ||||
Benchmark Treasury Price/Yield: | 100-06+ / 1.866% | ||||
Spread to Benchmark Treasury: | T+210 basis points | ||||
Interest Payment Dates: | Semi-annually in arrears on February 6 and August 6, commencing February 6, 2022 | ||||
Optional Redemption: | Prior to February 6, 2061, the greater of par and make whole at Treasury plus 35 basis points, plus accrued and unpaid interest to the date of redemption On or after February 6, 2061, at par, plus accrued and unpaid interest to the date of redemption | ||||
Interest Rate Adjustment: | The interest rate payable on the notes will be subject to adjustments from time to time upon the occurrence of a change of control triggering event, or in the event of certain subsequent upgrades to the debt rating, as described under “Description of Notes - Interest Rate Adjustment Following a Change of Control Triggering Event” in the Preliminary Prospectus Supplement. | ||||
Authorized Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | ||||
Expected Ratings1: | Ba1 (Stable Outlook) (Moody’s) BBB- (Stable Outlook) (S&P) BBB- (Stable Outlook) (Fitch) | ||||
CUSIP/ISIN: | 552676 AV0 / US552676AV06 | ||||
Joint Book-Running Managers: | Citigroup Global Markets Inc. U.S. Bancorp Investments, Inc. Truist Securities, Inc. BNP Paribas Securities Corp. PNC Capital Markets LLC | ||||
Co-Managers: | Regions Securities LLC UMB Financial Services, Inc. WoodRock Securities, L.P. Zions Direct, Inc. | ||||
Global Settlement: | The Depository Trust Company | ||||
Certain Changes to the Preliminary Prospectus Supplement: | Page S-4 of the preliminary prospectus supplement is hereby revised to replace the “Average selling price” for the six months ended June 30, 2021 from “$502” to “$492” and for the six months ended June 30, 2020 from “$467” to “$459” (dollars in thousands). |
Citigroup Global Markets Inc. | 1-800-831-9146 | |||||||
U.S. Bancorp Investments, Inc. | 1-877-558-2607 | |||||||
Truist Securities, Inc. | 1-800-685-4786 |