CalAtlantic Group, Inc.
15360 Barrance Parkway
Irvine, California 92618
October 23, 2015
VIA EDGAR
Jay Ingram
Legal Branch Chief
Office of Manufacturing and Construction
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4631
Washington, D.C. 20549
| Re: | CalAtlantic Group, Inc. |
Post-Effective Amendment No. 2 on Form S-3 to Form S-4
Filed October 7, 2015
File No. 333-205452
Dear Mr. Ingram:
On behalf of CalAtlantic Group, Inc. (the “Company”), I am submitting this letter in response to the comment received from the staff of the Securities and Exchange Commission (the “Commission” and the “Staff”) in a letter dated October 20, 2015 (the “Comment Letter”) with respect to the filing referenced above (the “Form S-3”). We have reviewed the Comment Letter and our response is set forth below. For your convenience, the heading and paragraph number in our letter correspond to the heading and paragraph number in the Comment Letter.
Exhibit Index, page II-6
| 1. | Please provide a legality opinion for the rights to purchase Series A Junior Participating Cumulative Preferred Stock. See generally Section II.B.1.g of Staff Legal Bulletin 19 and Securities Act Forms Compliance and Disclosure Interpretation 116.16. |
Response
In response to your comment, we are filing an amendment to the Form S-3 to include the requested opinion as to the validity of the preferred share purchase rights.
Jay Ingram
United States Securities and Exchange Commission
October 23, 2015
Page 2
If you have any questions regarding our response, please contact me at (949) 789-1600.
| Sincerely, |
| /s/ John P. Babel, Esq. |
| John P. Babel, Esq. |
| Senior Vice President, General Counsel & Secretary |
| Standard Pacific Corp. |
