UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 25, 2016
CALATLANTIC GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 1-10959 | | 33-0475989 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
15360 Barranca Parkway Irvine, California | | 92618 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (949) 789-1600
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 (see General Instruction A.2. below):
| ¨ | 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)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
CalAtlantic Group, Inc. (the “Company”) is issuing $300,000,000 aggregate principal amount of its 5 1/4% Senior Notes due 2026 (the “Notes”). The Notes will be issued under the indenture, dated as of April 1, 1999 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the “Trustee”), as supplemented by a Twenty-Seventh Supplemental Indenture, dated as of May 31, 2016, among the Company, the subsidiary guarantors party thereto (the “Guarantors”), and the Trustee (the “Twenty-Seventh Supplemental Indenture”). The Notes will be senior unsecured obligations of the Company and will be guaranteed by the Guarantors on a senior unsecured basis.
The Notes will bear interest at a rate of 5 1/4% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2016. The Notes will mature on June 1, 2026.
The Company may redeem any or all of the Notes at any time or from time to time. If the Company redeems the Notes prior to December 1, 2025, the redemption price will be equal to the greater of (a) 100% of the principal amount of the Notes being redeemed and (b) the sum of the present values of the remaining scheduled payments and interest on the Notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the comparable treasury rate plus 50 basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to the date of redemption. If the Company redeems the Notes on or after December 1, 2025, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, on the principal amount being redeemed to the date of redemption.
Upon a “change of control triggering event” (as defined in the Twenty-Seventh Supplemental Indenture), holders of the Notes will have the right to require the Company to repurchase some or all of their Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. A change of control triggering event occurs when both a change of control and a rating decline occur.
Pursuant to the terms of the Notes, the Company and its restricted subsidiaries will be subject to, among other covenants, restrictions on the incurrence of secured indebtedness, entering into sale and leaseback transactions, designating subsidiaries as unrestricted subsidiaries and mergers and sales of all or substantially all of the Company’s assets.
The Trustee is the trustee under the indentures governing the Company’s other outstanding notes.
The foregoing description of the Notes and the Twenty-Seventh Supplemental Indenture is qualified in its entirety by reference to the full text of the Twenty-Seventh Supplemental Indenture (including the form of Notes), which is attached hereto as Exhibit 4.1 and is incorporated herein 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 required by this item is included in Item 1.01 and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
The Notes were sold in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-207309) (the “Registration Statement”) and a related prospectus and prospectus supplement filed with the Securities and Exchange Commission.
On May 25, 2016, the Company entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the underwriters listed therein (collectively, the “Underwriters”), relating to the sale by the Company of the Notes.
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The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Attached hereto as exhibits are agreements and other information relating to the offering of the Notes pursuant to the Registration Statement. The exhibits are expressly incorporated by reference into the Registration Statement.
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Exhibit No. | | Description of Exhibit |
| |
| 1.1 | | Underwriting Agreement, dated as of May 25, 2016, by and among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the Underwriters named in Schedule I thereto, relating to the offer and sale of the Notes. |
| |
| 4.1 | | Twenty-Seventh Supplemental Indenture, dated as of May 31, 2016, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A. |
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| 5.1 | | Opinion of Smith, Gambrell & Russell, LLP. |
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| 5.2 | | Opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes. |
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| 12.1 | | Statement re: Computation of Ratio of Earnings to Fixed Charges. |
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| 23.1 | | Consent of Smith, Gambrell & Russell, LLP (included as part of Exhibit 5.1). |
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| 23.2 | | Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.2). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 31, 2016
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| | CALATLANTIC GROUP, INC. |
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| | By: | | /s/ Jeffrey J. McCall |
| | | | Name: | | Jeffrey J. McCall |
| | | | Title: | | Executive Vice President & Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Description of Exhibit |
| |
| 1.1 | | Underwriting Agreement, dated as of May 25, 2016, by and among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the Underwriters named in Schedule I thereto, relating to the offer and sale of the Notes. |
| |
| 4.1 | | Twenty-Seventh Supplemental Indenture, dated as of May 31, 2016, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A. |
| |
| 5.1 | | Opinion of Smith, Gambrell & Russell, LLP. |
| |
| 5.2 | | Opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes. |
| |
| 12.1 | | Statement re: Computation of Ratio of Earnings to Fixed Charges. |
| |
| 23.1 | | Consent of Smith, Gambrell & Russell, LLP (included as part of Exhibit 5.1). |
| |
| 23.2 | | Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.2). |
