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
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter) |
|
|
|
(State or other |
(Commission file number) |
(I.R.S. employer |
jurisdiction of |
identification no.) |
|
incorporation) |
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (
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 class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 January 9, 2020, M.D.C. Holdings, Inc. (the “Company”) completed the issuance of $300 million of 3.850% Senior Notes due January 15, 2030 (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. 333-232327), as supplemented by the prospectus supplement dated January 6, 2020. 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 9, 2020 (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
The following exhibits are furnished as part of this Current Report on Form 8-K.
EXHIBIT INDEX
Exhibit Number
|
Description
|
|
4.1 |
||
4.2 |
||
5.1 |
||
5.2 |
||
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.
M.D.C. HOLDINGS, INC. |
|||
Dated: January 9, 2020 |
By: |
/s/ Joseph H. Fretz |
|
Joseph H. Fretz |
|||
Secretary and Corporate Counsel
|
2