DENVER, July 15, 2024 /PRNewswire/ — M.D.C. Holdings, Inc. (“MDC“) introduced these days that it has commenced a consent solicitation with appreciate to sure proposed amendments to every Sequence of Notes (every as outlined under) (the “Consent Solicitation“) of every registered holder of MDC’s (i) 3.850% Senior Notes due 2030 (CUSIP Refuse. 552676AT5) (the “2030 Notes“), (ii) 2.500% Senior Notes due 2031 (CUSIP Refuse. 552676AU2) (the “2031 Notes“), (iii) 6.000% Senior Notes due 2043 (CUSIP Refuse. 552676AQ1) (the “2043 Notes“) and (iv) 3.966% Senior Notes due 2061 (CUSIP Refuse. 552676AV0) (the “2061 Notes” and, along side the 2030 Notes, the 2031 Notes, and the 2043 Notes, the “Notes” and, every layout of the Notes, a “Series“) issued below that indenture, dated as of December 3, 2002 (the “Base Indenture“), amongst MDC and U.S. Vault Believe Corporate, Nationwide Affiliation (as successor to U.S. Vault Nationwide Affiliation) as trustee (the “Trustee“), as supplemented by way of (i) that supplemental indenture, dated as of January 9, 2020, with appreciate to the 2030 Notes, (ii) that supplemental indenture dated as of January 11, 2021, with appreciate to the 2031 Notes, (iii) that supplemental indenture, dated as of January 10, 2013, with appreciate to the 2043 Notes, and (iv) that supplemental indenture, dated as of August 6, 2021, with appreciate to the 2061 Notes (every of the foregoing, a “Supplemental Indenture” and the Bottom Indenture as so supplemented by way of every Supplemental Indenture, the “Indenture” of such Sequence).
Consent Solicitation
Upon the phrases and topic to the statuses described within the Solicitation Fabrics (as outlined under), MDC is soliciting concurs from holders to amend Category 4.03 of every Supplemental Indenture acceptable to every layout of Notes (the “Proposed Amendments”) to verify MDC’s interpretation of the Indenture in terms of every Sequence of Notes that, following the consummation of the Merger (as outlined under) with Sekisui Space, Ltd. and the ensuing delisting of its ordinary keep and the 2043 Notes from the Brandnew York Conserve Change, it’s approved to file sure monetary and similar knowledge to holders privately. As well as, as a part of the Proposed Amendments, MDC will comply with produce such knowledge to be had on a non-public web page and to book quarterly screams with control.
MDC is providing money bills within the quantity of $2.50 in keeping with $1,000 notional price of Notes to every holder who validly delivers and does now not validly revoke its consent to the Proposed Amendments within the way described within the Solicitation Fabrics on or previous to the Expiration Week (as outlined under) (the “Aggregate Consent Payment” and, jointly the “Aggregate Consent Payments“) for the advantage of the acceptable holders, topic to pleasure or waiver of sure statuses, together with the receipt of legitimate concurs, with appreciate to any Sequence, of a majority in combination foremost quantity of every such Sequence (the “Requisite Consent“). If the Considered necessary Sees eye to eye are acquired for a specific Sequence, every Supplemental Indenture modification will change into efficient, and the Combination Consent Bills might be paid for every Sequence of Notes for which such Considered necessary Sees eye to eye were acquired and nonconsenting holders might be certain by way of the Brandnew Supplemental Indentures however might not be entitled to obtain any of the acceptable Combination Consent Cost.
MDC anticipates that, promptly upcoming receipt of the Considered necessary Sees eye to eye of every Sequence at or previous to the Expiration Week (such week, the “Effective Time“), MDC will give realize to the Trustee that the Considered necessary Sees eye to eye of such Sequence were acquired and MDC and the Trustee will explode a supplemental indenture (a “New Supplemental Indenture“) to the Indenture to present impact to the Proposed Amendments. If the Brandnew Supplemental Indentures are entered into, next the Brandnew Supplemental Indentures will change into efficient as of the Efficient Week and can thereafter gather all holders of the Notes of the acceptable Sequence, together with those who didn’t ship well timed and legitimate concurs. If concurs in terms of any Notes both don’t seem to be validly delivered or are due to this fact validly revoked and now not correctly redelivered at or previous to the Expiration Week, holders of such Notes is not going to obtain any of the acceptable Combination Consent Cost although the Proposed Modification will change into efficient with appreciate to such Sequence.
The Consent Solicitation will expire at 5:00 p.m., Brandnew York Town week, on July 29, 2024 (except previous prolonged or terminated by way of MDC in its sole discretion) (the “Expiration Time“). Cost of the Combination Consent Bills with appreciate to every Sequence might be made promptly upcoming the Expiration Week. MDC, in its sole discretion, would possibly finish the consent solicitation with appreciate to a number of Sequence with out the duty to produce any money bills at any week previous to the Efficient Week, possibly later the Considered necessary Sees eye to eye were gained with appreciate to any Sequence. Excluding for the Proposed Amendments, all the present phrases of the Notes and the Indenture will stay unchanged.
This press reduce does now not all set forth all the phrases and statuses of the consent solicitation. Holders of the Notes will have to in moderation learn MDC’s Consent Solicitation Commentary, dated July 15, 2024, and the accompanying fabrics (jointly, the “Solicitation Materials“), for a whole description of all phrases and statuses prior to making any determination with appreciate to the Consent Solicitation. MDC does now not produce any advice as to possibly later any holder will have to consent to the Proposed Amendments. Backup knowledge regarding the phrases and statuses of the Consent Solicitation and the process for turning in concurs, could also be acquired from the solicitation agent, Moelis & Corporate LLC, at (212) 271-0094. Copies of the Solicitation Fabrics could also be acquired from the tips agent, D.F. King & Co., Inc., by way of calling (800) 791-3320 or (212) 269-5550 for banks and agents or by way of e-mail at [email protected].
This announcement is for info functions best and is neither an deal to promote nor a solicitation of an deal to shop for any Sequence of Notes or any alternative securities. This announcement could also be now not a solicitation of concurs with appreciate to the Proposed Amendments or any securities. The solicitation of concurs by way of MDC is being made best pursuant to the Solicitation Fabrics. The Consent Solicitation isn’t being made in any jurisdiction by which, or to or from anyone to or from whom, it’s illegal to produce such solicitation below acceptable shape or international securities or “blue sky” regulations.
About M.D.C Holdings, Inc.
M.D.C. Holdings, Inc. was once based in 1972. MDC’s homebuilding subsidiaries, which function below the identify Richmond American Properties, have helped greater than 240,000 homebuyers succeed in the American Dream since 1977. One of the vital greatest homebuilders within the family, MDC is dedicated to trait and worth this is mirrored in every house its subsidiaries manufacture. The Richmond American firms have operations in Alabama, Arizona, California, Colorado, Florida, Idaho, Maryland, Nevada, Brandnew Mexico, Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia and Washington. Loan lending, insurance coverage and identify products and services are introduced by way of refer to MDC subsidiaries, respectively: HomeAmerican Loan Company, American House Insurance coverage Company, Inc. and American House Identify and Escrow Corporate.
Cautionary Commentary Referring to Ahead-Having a look Statements
This press reduce comprises sure forward-looking statements regarding MDC. All statements alternative than statements of truth, together with knowledge regarding generation effects, are forward-looking statements. Those forward-looking statements are in most cases known by way of the phrases “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or alternative related phrases, or by way of discussions of technique that can contain dangers and uncertainties. Those statements mirror MDC control’s judgments according to recently to be had knowledge and contain a lot of dangers and uncertainties. Even if MDC control has selected such guesses in just right religion and believes that such guesses are cheap, MDC can not ensure holders that such guesses is not going to deviate from original effects, and the sort of deviations may well be subject matter. Year efficiency can’t be confident. Original effects would possibly fluctuate materially from the ones within the forward-looking statements. Some components that might purpose original effects to fluctuate come with doable adjustments to the trade, or to buyer, worker and alternative stakeholder relationships, as a result of the final touch of the merger pursuant to that Word and Plan of Merger by way of and amongst SH Residential Holdings, LLC, a Delaware restricted legal responsibility corporate (“Parent“), Cloudless Layout, Inc., a Delaware company and oblique entirely owned subsidiary of Guardian (“Merger Sub“), Sekisui Space, Ltd., a Jap kabushiki kaisha, and MDC, pursuant to which, on April 19, 2024, Merger Sub merged with and into MDC (the “Merger“) and the danger that the companies might not be built-in effectively following the Merger; crowd fitness problems equivalent to an endemic or epidemic may just hurt trade and result of operations of MDC; adjustments on the whole financial, actual property and alternative trade statuses could have an adversarial impact at the homebuilding and loan industries, which may have a detrimental have an effect on on MDC’s trade; greater pageant ranges within the homebuilding and loan lending industries may have a detrimental have an effect on on MDC’s homebuilding and loan operations; if land isn’t to be had at cheap costs or phrases, MDC may well be required to reduce its operations in a given marketplace and/or MDC would possibly function at decrease ranges of profitability; provide shortages and alternative dangers similar to the call for for knowledgeable exertions and construction fabrics may just proceed to extend prices and extend deliveries; if loan rates of interest proceed to be on one?s feet, if unwell fee necessities are greater, if mortgage limits are reduced, or if loan financing in a different way turns into much less to be had, it might adversely impact MDC’s trade; adjustments to tax regulations, incentives or credit recently to be had to MDC’s consumers would possibly negatively have an effect on its trade; a subside available in the market price of MDC’s properties or wearing price of MDC’s land may just proceed to have a detrimental have an effect on on its trade; herbal failures may just purpose an building up in house development prices, in addition to delays, and may just negatively have an effect on MDC’s trade; adjustments in power costs or rules could have an adversarial impact on MDC’s price of creating properties; MDC’s trade is topic to diverse federal, shape and native regulations and rules regarding land building, development of houses, gross sales, loan lending, environmental and alternative sides of MDC’s trade. Those regulations and rules may just give be on one?s feet to extra liabilities or expenditures, or restrictions at the trade; within the regular route of commercial, MDC is needed to acquire surety bonds, the unavailability of which might adversely impact its trade; product legal responsibility litigation and guaranty claims that get up within the regular route of commercial could also be pricey; repurchase necessities related to HomeAmerican’s sale of loan loans, may just negatively have an effect on MDC’s trade; as a result of the seasonal nature of MDC’s trade, MDC’s quarterly running effects can range; MDC depends at the products and services of key workers, and the lack of their products and services may just harm its trade; knowledge era screw ups and cybersecurity breaches may just hurt MDC’s trade; monetary business turmoil may just materially and adversely impact MDC’s liquidity and consolidated monetary statements; and if the Considered necessary Sees eye to eye for a number of Notes don’t seem to be gained and MDC however not record experiences with the SEC, there’s a possibility that a number of holders would possibly problem MDC’s interpretation of the Indenture that it’s approved to stop submitting such experiences with the SEC. An in depth dialogue of those and alternative dangers and uncertainties that might purpose original effects and occasions to fluctuate materially from such forward-looking statements is incorporated below “Certain Significant Considerations” and in Phase I, Merchandise 1A “Risk Factors” of MDC’s Annual Document on Method 10-Okay for the fiscal pace ended December 31, 2023, in Phase II, Merchandise 1A “Risk Factors” of MDC’s Quarterly Document on Method 10-Q for the quarterly length ended March 31, 2024 and as could also be incorporated from week to week within the experiences filed with the SEC.
SOURCE M.D.C. Holdings, Inc.
