UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 23, 2019
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $.01 par value | 552676108 | New York Stock Exchange | ||
5⅝% Senior Notes due February 2020 | 552676AP3 | New York Stock Exchange | ||
6% Senior Notes due January 2043 | 552676AQ1 | New York Stock Exchange |
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective May 23, 2019, HomeAmerican Mortgage Corporation ("HomeAmerican"), a wholly-owned subsidiary of M.D.C. Holdings, Inc., entered into a Third Amendment (the “Amendment”) to HomeAmerican’s Amended and Restated Master Repurchase Agreement dated as of September 16, 2016 (the "Repurchase Agreement"), with U.S. Bank National Association. The Amendment: extends the termination date of the Repurchase Agreement to May 21, 2020; adjusts the margin percentage received for certain mortgage loans, adjusts the LIBOR margin; increases the sublimit for wet loans; adjusts the facility fee; and updates the schedule of approved investors.
The Amendment is filed herewith and is incorporated by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure contained in Item 1.01 is incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit Number |
Description | |
Exhibit 10.1 |
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: May 24, 2019 | By: | /s/ Joseph H. Fretz |
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| Joseph H. Fretz |
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| Secretary and Corporate Counsel | |||
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