M.D.C. Holdings, Inc. Announces Consent Solicitations with Respect to its Outstanding Notes

DENVER, July 15, 2024 /PRNewswire/ — M.D.C. Holdings, Inc. (“MDC”) announced today that it has commenced a consent solicitation with respect to certain proposed amendments to each Series of Notes (each as defined below) (the “Consent Solicitation”) of each registered holder of MDC’s (i) 3.850% Senior Notes due 2030 (CUSIP No. 552676AT5) (the “2030 Notes”), (ii) 2.500% Senior Notes due 2031 (CUSIP No. 552676AU2) (the “2031 Notes”), (iii) 6.000% Senior Notes due 2043 (CUSIP No. 552676AQ1) (the “2043 Notes”) and (iv) 3.966% Senior Notes due 2061 (CUSIP No. 552676AV0) (the “2061 Notes” and, together with the 2030 Notes, the 2031 Notes, and the 2043 Notes, the “Notes” and, each series of the Notes, a “Series”) issued under that indenture, dated as of December 3, 2002 (the “Base Indenture”), among MDC and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) as trustee (the “Trustee”), as supplemented by (i) that supplemental indenture, dated as of January 9, 2020, with respect to the 2030 Notes, (ii) that supplemental indenture dated as of January 11, 2021, with respect to the 2031 Notes, (iii) that supplemental indenture, dated as of January 10, 2013, with respect to the 2043 Notes, and (iv) that supplemental indenture, dated as of August 6, 2021, with respect to the 2061 Notes (each of the foregoing, a “Supplemental Indenture” and the Base Indenture as so supplemented by each Supplemental Indenture, the “Indenture” of such Series).

Consent Solicitation

Upon the terms and subject to the conditions described in the Solicitation Materials (as defined below), MDC is soliciting consents from holders to amend Section 4.03 of each Supplemental Indenture applicable to each series of Notes (the “Proposed Amendments”) to confirm MDC’s interpretation of the Indenture relating to each Series of Notes that, following the consummation of the Merger (as defined below) with Sekisui House, Ltd. and the resulting delisting of its common stock and the 2043 Notes from the New York Stock Exchange, it is permitted to report certain financial and related information to holders privately. In addition, as part of the Proposed Amendments, MDC will agree to make such information available on a private website and to hold quarterly calls with management.

MDC is offering cash payments in the amount of $2.50 per $1,000 notional value of Notes to each holder who validly delivers and does not validly revoke its consent to the Proposed Amendments in the manner described in the Solicitation Materials on or prior to the Expiration Time (as defined below) (the “Aggregate Consent Payment” and, collectively the “Aggregate Consent Payments”) for the benefit of the applicable holders, subject to satisfaction or waiver of certain conditions, including the receipt of valid consents, with respect to any Series, of a majority in aggregate principal amount of each such Series (the “Requisite Consent”). If the Requisite Consents are obtained for a particular Series, each Supplemental Indenture amendment will become effective, and the Aggregate Consent Payments will be paid for each Series of Notes for which such Requisite Consents have been obtained and nonconsenting holders will be bound by the New Supplemental Indentures but will not be entitled to receive any of the applicable Aggregate Consent Payment.

MDC anticipates that, promptly after receipt of the Requisite Consents of each Series at or prior to the Expiration Time (such time, the “Effective Time”), MDC will give notice to the Trustee that the Requisite Consents of such Series have been obtained and MDC and the Trustee will execute a supplemental indenture (a “New Supplemental Indenture”) to the Indenture to give effect to the Proposed Amendments. If the New Supplemental Indentures are entered into, then the New Supplemental Indentures will become effective as of the Effective Time and will thereafter bind all holders of the Notes of the applicable Series, including those that did not deliver timely and valid consents.  If consents relating to any Notes either are not validly delivered or are subsequently validly revoked and not properly redelivered at or prior to the Expiration Time, holders of such Notes will not receive any of the applicable Aggregate Consent Payment even if the Proposed Amendment will become effective with respect to such Series. 

The Consent Solicitation will expire at 5:00 p.m., New York City time, on July 29, 2024 (unless earlier extended or terminated by MDC in its sole discretion) (the “Expiration Time”). Payment of the Aggregate Consent Payments with respect to each Series will be made promptly after the Expiration Time. MDC, in its sole discretion, may terminate the consent solicitation with respect to one or more Series without the obligation to make any cash payments at any time prior to the Effective Time, whether or not the Requisite Consents have been received with respect to any Series. Except for the Proposed Amendments, all of the existing terms of the Notes and the Indenture will remain unchanged.

This press release does not set forth all of the terms and conditions of the consent solicitation. Holders of the Notes should carefully read MDC’s Consent Solicitation Statement, dated July 15, 2024, and the accompanying materials (collectively, the “Solicitation Materials”), for a complete description of all terms and conditions before making any decision with respect to the Consent Solicitation. MDC does not make any recommendation as to whether or not any holder should consent to the Proposed Amendments. Additional information concerning the terms and conditions of the Consent Solicitation and the procedure for delivering consents, may be obtained from the solicitation agent, Moelis & Company LLC, at (212) 271-0094. Copies of the Solicitation Materials may be obtained from the information agent, D.F. King & Co., Inc., by calling (800) 791-3320 or (212) 269-5550 for banks and brokers or by email at [email protected].

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Series of Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents by MDC is being made only pursuant to the Solicitation Materials. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.

About M.D.C Holdings, Inc.

M.D.C. Holdings, Inc. was founded in 1972. MDC’s homebuilding subsidiaries, which operate under the name Richmond American Homes, have helped more than 240,000 homebuyers achieve the American Dream since 1977. One of the largest homebuilders in the nation, MDC is committed to quality and value that is reflected in each home its subsidiaries build. The Richmond American companies have operations in Alabama, Arizona, California, Colorado, Florida, Idaho, Maryland, Nevada, New Mexico, Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia and Washington. Mortgage lending, insurance and title services are offered by the following MDC subsidiaries, respectively: HomeAmerican Mortgage Corporation, American Home Insurance Agency, Inc. and American Home Title and Escrow Company.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements concerning MDC. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally identified by the words “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or other comparable words, or by discussions of strategy that may involve risks and uncertainties. These statements reflect MDC management’s judgments based on currently available information and involve a number of risks and uncertainties.  Although MDC management has chosen such assumptions in good faith and believes that such assumptions are reasonable, MDC cannot assure holders that such assumptions will not deviate from actual results, and any such deviations could be material.  Future performance cannot be assured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include potential changes to the business, or to customer, employee and other stakeholder relationships, resulting from the completion of the merger pursuant to that Agreement and Plan of Merger by and among SH Residential Holdings, LLC, a Delaware limited liability company (“Parent”), Clear Line, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), Sekisui House, Ltd., a Japanese kabushiki kaisha, and MDC, pursuant to which, on April 19, 2024, Merger Sub merged with and into MDC (the “Merger”) and the risk that the businesses may not be integrated successfully following the Merger; public health issues such as a pandemic or epidemic could harm business and results of operations of MDC; changes in general economic, real estate and other business conditions may have an adverse effect on the homebuilding and mortgage industries, which could have a negative impact on MDC’s business; increased competition levels in the homebuilding and mortgage lending industries could have a negative impact on MDC’s homebuilding and mortgage operations; if land is not available at reasonable prices or terms, MDC could be required to scale back its operations in a given market and/or MDC may operate at lower levels of profitability; supply shortages and other risks related to the demand for skilled labor and building materials could continue to increase costs and delay deliveries; if mortgage interest rates continue to rise, if down payment requirements are increased, if loan limits are decreased, or if mortgage financing otherwise becomes less available, it could adversely affect MDC’s business; changes to tax laws, incentives or credits currently available to MDC’s customers may negatively impact its business; a decline in the market value of MDC’s homes or carrying value of MDC’s land could continue to have a negative impact on its business; natural disasters could cause an increase in home construction costs, as well as delays, and could negatively impact MDC’s business; changes in energy prices or regulations may have an adverse effect on MDC’s cost of building homes; MDC’s business is subject to numerous federal, state and local laws and regulations concerning land development, construction of homes, sales, mortgage lending, environmental and other aspects of MDC’s business. These laws and regulations could give rise to additional liabilities or expenditures, or restrictions on the business; in the ordinary course of business, MDC is required to obtain surety bonds, the unavailability of which could adversely affect its business; product liability litigation and warranty claims that arise in the ordinary course of business may be costly; repurchase requirements associated with HomeAmerican’s sale of mortgage loans, could negatively impact MDC’s business; because of the seasonal nature of MDC’s business, MDC’s quarterly operating results can fluctuate; MDC is dependent on the services of key employees, and the loss of their services could hurt its business; information technology failures and cybersecurity breaches could harm MDC’s business; financial industry turmoil could materially and adversely affect MDC’s liquidity and consolidated financial statements; and if the Requisite Consents for one or more Notes are not received and MDC nonetheless no longer file reports with the SEC, there is a risk that one or more holders may challenge MDC’s interpretation of the Indenture that it is permitted to cease filing such reports with the SEC. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included under “Certain Significant Considerations” and in Part I, Item 1A “Risk Factors” of MDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, in Part II, Item 1A “Risk Factors” of MDC’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 and as may be included from time to time in the reports filed with the SEC.

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SOURCE M.D.C. Holdings, Inc.