8-K

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): October 16, 2017

                                    M.D.C. Holdings, Inc.                                 

(Exact name of registrant as specified in its charter)

Delaware	1-8951	84-0622967
(State or other	(Commission file number)	(I.R.S. employer
jurisdiction of		identification no.)
incorporation)

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))

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

On October 16, 2017, M.D.C. Holdings, Inc. (the “Company”) completed the issuance of an additional $150 million of its 6.000% Senior Notes due January 15, 2043 (the “Notes”), in accordance with terms previously announced. The offering was made pursuant to the Company’s registration statement on Form S-3ASR (Registration No. 333-212146), as supplemented by the prospectus supplement dated October 11, 2017. The Notes were issued pursuant to the Indenture dated as of December 3, 2002, among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee, as supplemented by the supplemental indenture dated as of January 10, 2013 (the “Supplemental Indenture”).

ITEM 8.01. OTHER EVENTS

In connection with the offering and sale of the Notes described under Item 2.03 above, Sherman & Howard L.L.C. and Miles & Stockbridge P.C., respectively, provided the Company with the legal opinions attached as Exhibit 5.1 and Exhibit 5.2 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits.

Exhibit Number	Description
4.1	Indenture dated as of December 3, 2002, by and among M.D.C. Holdings, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of the Company’s Form S-3/A filed on September 1, 2004).
4.2	Supplemental Indenture dated as of January 10, 2013, among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee (including form of debt security) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on January 10, 2013).
5.1	Opinion of Sherman & Howard L.L.C.
5.2	Opinion of Miles & Stockbridge P.C.

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: October 16, 2017	By:	/s/ Joseph H. Fretz
		Joseph H. Fretz
		Secretary and Corporate Counsel

2

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Indenture dated as of December 3, 2002, by and among M.D.C. Holdings, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of the Company’s Form S-3/A filed on September 1, 2004).
4.2	Supplemental Indenture dated as of January 10, 2013, among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee (including form of debt security) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on January 10, 2013).
5.1	Opinion of Sherman & Howard L.L.C.
5.2	Opinion of Miles & Stockbridge P.C.

3

EX-5.1

 Exhibit 5.1

[Letterhead of Sherman & Howard L.L.C.]

October 16, 2017

M.D.C. Holdings, Inc.

4350 S. Monaco Street

Denver, CO 80237

Re:     M.D.C. Holdings, Inc. 6.000% Senior Notes due 2043

Ladies and Gentlemen:

We have acted as counsel to M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), in connection with the offering and sale by the Company of $150,000,000 in aggregate principal amount of its 6.000% Senior Notes due January 15, 2043 (the “Notes”), which have been fully and unconditionally guaranteed by certain of its subsidiaries listed on Exhibit A (the “Guarantors”). The Notes, together with the guarantees issued by those Guarantors (the “Guarantees”), are described herein as the “Debt Securities.” The Debt Securities are being sold pursuant to the Underwriting Agreement, dated October 11, 2017 (the “Underwriting Agreement”) by and among the Company and the underwriters named therein. The Debt Securities will be issued pursuant to the Indenture, dated as of December 3, 2002 (the “Senior Indenture”) between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented by a supplemental indenture thereto, dated as of January 10, 2013, between the Company and the Trustee (as so amended and supplemented, the “Indenture”).

All capitalized terms that are not defined herein shall have the meanings assigned to them in the Prospectus Supplement (as defined below).

In connection with the Company’s and the Guarantors’ offering and sale of the Debt Securities, we have examined originals or copies of all documents, corporate records or other writings that we consider relevant for the purposes of this opinion, including (1) the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (as amended, the “Act”) on June 21, 2016 (File No. 333-212146); (2) the prospectus contained in the Registration Statement dated June 21, 2016 (the “Base Prospectus”), as supplemented by the prospectus supplement dated October 11, 2017 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”); (3) the Underwriting Agreement; (4) the Indenture; (5) copies of global certificates representing the Debt Securities; (6) the Certificate of Incorporation of the Company, as amended to date, certified as of a recent date by an officer of the Company; (7) the Bylaws of the Company, as amended to date, certified as of a recent date by an officer of the Company; (8) the Certificate or Articles of Incorporation, Certificate or Articles of Organization, Bylaws and Partnership Agreements, as applicable, of the Guarantors, certified as of a recent date by an officer of the Guarantors (the “Guarantor Documents”); and (9) resolutions adopted by the board of directors, or other governing body, as applicable, of the Company and the Guarantors. In such examination, we have assumed the genuineness of all signatures on all original documents, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as photocopies of originals. As to matters of fact not directly within our actual knowledge, we have relied upon certificates and other documents from public officials in certain jurisdictions.

M.D.C. Holdings, Inc.

October 16, 2017

Page 2

In rendering this opinion, we have assumed the due authorization, execution and delivery of the Indenture by the Trustee, and that the Indenture is the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement, or similar laws affecting the enforcement of creditors’ rights generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or conveyances or preferential transfers or conveyances) and general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

On the basis of the foregoing examination, our reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that (subject to compliance with the pertinent provisions of the Act and, with respect to the Indenture and the Debt Securities, the Trust Indenture Act of 1939, as amended, and to compliance with such securities or “blue sky” laws of any jurisdiction as may be applicable, as to which we express no opinion):

When (a) the Debt Securities in substantially the form contained in the Indenture shall have been issued, executed and delivered by the Company to the Trustee for authentication in accordance with the Indenture and shall have been authenticated and delivered by the Trustee in accordance with the Indenture, and (b) the Debt Securities shall have been paid for as described in the Prospectus, in accordance with the terms and conditions of the Underwriting Agreement, and in a manner contemplated in the Registration Statement, including the Prospectus Supplement, (i) the Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and (ii) the Guarantees will be duly authorized by the respective Guarantors and will be valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms; except, in each case, (A) to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally and equitable, constitutional and public policy limitations, whether considered in a proceeding at equity or at law; (B) we express no opinion as to the validity or enforceability of any provisions of the Notes or Indenture relating to indemnification, contribution, exculpation or limitation of liability in connection with liability for the indemnified or exculpated party’s own action or inaction to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct, or provisions with respect to indemnification obligations of the Company to the extent such obligations encompass claims made by the Company or any of its affiliates; and (C) we express no opinion as to the enforceability of any provision of the Indenture or Notes which purports to waive the right to assert counterclaims or setoff.

M.D.C. Holdings, Inc.

October 16, 2017

Page 3

The opinions expressed herein are limited to (i) the laws of the States of Colorado and New York, (ii) the General Corporation Law of the State of Delaware (including the respective statutory provisions and all applicable provisions of the applicable state Constitution and reported judicial decisions interpreting these laws), and (iii) the federal laws of the United States of America. With respect to all matters of Maryland and Virginia law, including the authorization of the Guarantees by Richmond American Homes of Maryland, Inc., a Maryland corporation, and Richmond American Homes of Virginia, Inc., a Virginia corporation, we have, with your approval, relied upon the opinion of even date herewith of Miles & Stockbridge P.C., and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Miles & Stockbridge P.C. We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect the opinions expressed herein, including without limitation, future changes in applicable law.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement. Consent is also given to the reference to this firm under the caption “Legal Matters” contained in the Prospectus. In giving this consent, we do not admit we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Sherman & Howard L.L.C.

Sherman & Howard L.L.C.

Exhibit A

Guarantors

M.D.C. Land Corporation

RAH of Florida, Inc.

Richmond American Construction, Inc.

Richmond American Homes of Arizona, Inc.

Richmond American Homes of Colorado, Inc.

Richmond American Homes of Florida, LP

Richmond American Homes of Illinois, Inc.

Richmond American Homes of Maryland, Inc.

Richmond American Homes of Nevada, Inc.

Richmond American Homes of New Jersey, Inc.

Richmond American Homes of Oregon, Inc.

Richmond American Homes of Pennsylvania, Inc.

Richmond American Homes of Utah, Inc.

Richmond American Homes of Virginia, Inc.

Richmond American Homes of Washington, Inc.

A-1

EX-5.2

Exhibit 5.2

October 16, 2017

M.D.C. Holdings, Inc.

4350 South Monaco Street

Suite 500

Denver, Colorado 80237

Re: M.D.C. Holdings, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special Maryland counsel and special Virginia counsel to M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), Richmond American Homes of Maryland, Inc., a Maryland corporation (the “Maryland Subsidiary Guarantor”), and Richmond American Homes of Virginia, Inc., a Virginia corporation (the “Virginia Subsidiary Guarantor” and, together with the Maryland Subsidiary Guarantor, the “Subsidiary Guarantors”), in connection with the issuance and sale by the Company of $150,000,000 aggregate principal amount of the Company’s 6.000% Senior Notes due 2043 (the “Notes”), which have been guaranteed (the “Guarantees”) by certain of the Company’s subsidiaries, including the Subsidiary Guarantors, pursuant to the prospectus supplement dated October 11, 2017 (the “Prospectus Supplement”), supplementing the prospectus dated June 21, 2016 (together with the Prospectus Supplement, the “Prospectus”) that forms a part of the Company’s registration statement on Form S-3 (Reg. No. 333-212146) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on June 21, 2016.

For the purposes of the opinions expressed herein, we have examined originals or copies of the following documents:

(i) the charter and the bylaws of the Maryland Subsidiary Guarantor, as each is currently in effect, certified as of a recent date by an officer of the Maryland Subsidiary Guarantor;

(ii) the charter and the bylaws of the Virginia Subsidiary Guarantor, as each is currently in effect, certified as of a recent date by an officer of the Virginia Subsidiary Guarantor;

(iii) resolutions adopted by the board of directors of each of the Subsidiary Guarantors authorizing the Guarantee to be entered into by the applicable Subsidiary Guarantor, in each case certified as of a recent date by an officer of the applicable Subsidiary Guarantor;

M.D.C. Holdings, Inc. October 16, 2017 Page 2

(iv) the Indenture, dated as of December 3, 2002, between the Company and U.S. Bank National Association, as Trustee, and the Supplemental Indenture, dated as of January 10, 2013 (the “Supplemental Indenture”), pursuant to which the Notes will be issued, including the form of the Notes attached thereto;

(v) the Prospectus, except that we have not examined the documents incorporated by reference therein or otherwise deemed to be a part thereof;

(vi) such other records of the corporate proceedings of each of the Subsidiary Guarantors that we considered necessary or appropriate for the purpose of this opinion letter;

(vii) such other certificates and assurances from public officials, officers and representatives of each of the Subsidiary Guarantors that we considered necessary or appropriate for the purpose of this opinion letter; and

(viii) such other documents that we considered necessary or appropriate for the purpose of this opinion letter.

We have also examined such applicable provisions of Maryland and Virginia law as we have considered necessary for the purposes of the opinions expressed herein.

In giving the opinions set forth herein, we have assumed that (i) all documents submitted to us as originals are authentic, (ii) all documents submitted to us as certified or photostatic copies conform to the original documents, (iii) all signatures on all documents submitted to us for examination are genuine, (iv) all natural persons who executed any of the documents that were reviewed or relied on by us had legal capacity at the time of such execution and (v) all public records reviewed by us or on our behalf are accurate and complete.

Based upon our examination and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

1. The Maryland Subsidiary Guarantor is validly existing as a corporation in good standing under the laws of the State of Maryland.

2. The Supplemental Indenture has been duly authorized and validly executed by the Maryland Guarantor.

3. The Virginia Subsidiary Guarantor is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia.

M.D.C. Holdings, Inc. October 16, 2017 Page 3

4. The Supplemental Indenture has been duly authorized and validly executed by the Virginia Guarantor.

5. When (a) the Notes in the form attached to the Supplemental Indenture have been issued, executed and delivered by the Company to the Trustee for authentication in accordance with the Indenture, together with the Guarantees in the form attached to the form of Note, executed and delivered by the Subsidiary Guarantors, among others, and the Notes have been authenticated and delivered by the Trustee in accordance with the Indenture, and (b) the Notes have been paid for as contemplated and described in the Prospectus, the Guarantees provided by each of the Subsidiary Guarantors will be duly authorized by the applicable Subsidiary Guarantor.

We have relied as to certain factual matters on information obtained from public officials and officers of the Subsidiary Guarantors. In giving our opinions set forth in numbered opinion paragraphs 1 and 3 above, our opinions are based solely on good standing certificates issued by the State Departments of Assessments and Taxation of the State of Maryland on October 13, 2017, with respect to the Maryland Subsidiary Guarantor and the State Corporation Commission of the Commonwealth of Virginia on October 13, 2017, with respect to the Virginia Subsidiary Guarantor.

We express no opinion with respect to the laws of, or the effect or applicability of the laws of, any jurisdiction other than the statutory laws of the State of Maryland and the Commonwealth of Virginia, except that we express no opinion with respect to the blue sky or other securities laws of either jurisdiction. The opinions expressed herein are limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus and to the filing of this letter as an exhibit to the Company’s Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

Very truly yours,

Miles & Stockbridge P.C.

By:   /s/ J.W. Thompson Webb

      Principal