UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 6, 2020, M.D.C. Holdings, Inc. (the “Company”) and certain of its subsidiaries entered into an Underwriting Agreement with Citigroup Global Markets Inc. and U.S. Bancorp Investments, Inc., as representatives (the “Representatives”) of the underwriters named therein, in connection with the offering and sale of an aggregate principal amount of $300 million of 3.850% Senior Notes due 2030 (the “Notes”). The offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-232327), as supplemented by the prospectus supplement dated January 6, 2020.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
The Company expects to receive proceeds, net of underwriting discount, of approximately $298.1 million. The offering of the Notes is expected to close on January 9, 2020.
ITEM 8.01. OTHER EVENTS
The Company’s press release announcing the transaction is attached as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K.
EXHIBIT INDEX
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Exhibit Number |
Description |
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1.1 |
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99.1 |
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104 |
Cover Page Interactive Data File |
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.
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M.D.C. HOLDINGS, INC. |
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Dated: January 7, 2020 |
By: |
/s/ Joseph H. Fretz |
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Joseph H. Fretz |
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Secretary and Corporate Counsel |
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