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): December 17, 2014
|
|
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)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 17, 2014, M.D.C. Holding, Inc. (the “Company”) entered into a First Amendment to Credit Agreement and Increasing Lenders Supplement (“First Amendment”) to its unsecured, five-year credit agreement (“Credit Agreement”) with U.S. Bank National Association, as designated agent and co-administrative agent, Citibank, N.A., as co-administrative agent, and SunTrust Bank and PNC Bank, National Association, as co-syndication agents, and the other banks that are signatories thereto.
The First Amendment increases the Aggregate Commitment under the Credit Agreement by $100 million, from $450 million to $550 million, and extends the Facility Termination Date by one year to December 13, 2019.
Capitalized terms are defined in the Credit Agreement. A copy of the First Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
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 |
First Amendment to Credit Agreement and Increasing Lenders Supplement, dated as of December 17, 2014. |
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.
|
|
M.D.C. HOLDINGS, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: December 17, 2014 |
By: |
/s/ Joseph H. Fretz |
|
|
|
|
Joseph H. Fretz |
|
| Secretary and Corporate Counsel | |||
INDEX TO EXHIBITS
|
Exhibit Number |
Description |
|
Exhibit 10.1 |
First Amendment to Credit Agreement and Increasing Lenders Supplement, dated as of December 17, 2014. |
3
Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
AND INCREASING LENDERS SUPPLEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREASING LENDERS SUPPLEMENT (“Amendment”), dated as of December 17, 2014, among M.D.C. HOLDINGS, INC., a Delaware corporation (the “Borrower”), the undersigned Lenders and U.S. BANK NATIONAL ASSOCIATION, as Designated Agent (the “Designated Agent”).
RECITALS
WHEREAS, the Borrower, the Lenders and the Designated Agent are parties to that certain Credit Agreement dated as of December 13, 2013 (as it may be amended, renewed and restated from time to time, the “Credit Agreement”) (all capitalized terms not defined herein shall have the meanings given such terms in the Credit Agreement); and
WHEREAS, pursuant to Section 2.24 of the Credit Agreement, the Borrower has requested an increase of the Aggregate Commitment by the aggregate amount of One Hundred Million Dollars ($100,000,000) and certain of the Lenders have agreed to increase their Commitments to effect that increase as herein provided; and
WHEREAS the Borrower has also requested and the Lenders have agreed to extend the Facility Termination Date by one (1) year.
NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree as follows:
1. Increase in Commitments . Effective as of the Amendment Effective Date (as hereinafter defined), each of the Lenders listed below agrees that its Commitment is increased by the amount set forth below:
|
Lender |
Increase in Commitment |
|
U.S. Bank National Association |
$25,000,000 |
|
Citibank, N.A. |
$25,000,000 |
|
SunTrust Bank |
$25,000,000 |
|
PNC Bank, National Association |
$25,000,000 |
Attached hereto is a revised Schedule 1 to the Credit Agreement reflecting the Commitments of all Lenders as of the Amendment Effective Date.
2. Facility Termination Date . Effective as of the Amendment Effective Date, the definition of the term ”Facility Termination Date” in Article I of the Credit Agreement is hereby amended to delete “December 13, 2018” and insert in lieu thereof “December 13, 2019.” Nothing contained herein shall modify, limit or otherwise affect the Borrower’s rights under Section 2.26 of the Credit Agreement.
3. Conditions Precedent . This Amendment shall be effective as of the date (“Amendment Effective Date”) upon which the following conditions are satisfied:
(a) The Designated Agent shall have received from the Borrower and each of the Lenders a counterpart of this Amendment signed on behalf of each such party.
(b) The Designated Agent shall have received from the Guarantors the Consent and Agreement substantially in the form attached hereto as Exhibit A .
(c) The conditions set forth in paragraphs (a) and (b) of Section 4.2 of the Credit Agreement shall be satisfied and the Designated Agent shall have received a certificate to that effect dated as of the Amendment Effective Date and executed by an Authorized Officer of the Borrower.
(d) The Designated Agent shall have received such documents, certificates and opinions of counsel as the Designated Agent or its counsel may reasonably request relating to the organization or formation, existence and good standing of the Borrower, and the Guarantors the authorization of this Amendment and any other legal matters relating to the Borrower, the Guarantors or this Amendment, all in form and substance satisfactory to the Designated Agent and its counsel.
(e) If any Revolving Loans are outstanding, the Designated Agent shall have received (i) from the Increasing Lenders such amounts in immediately available funds as the Designated Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase in the Commitments of the Increasing Lenders and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and (ii) from the Borrower the payments provided for in Section 2.24 of the Credit Agreement.
(f) The Designated Agent and the Arrangers shall have received all fees and other amounts due and payable to them and to the Lenders on or prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
4. Representation and Warranty . The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.
5. Ratification . The Credit Agreement, as amended hereby, is hereby ratified and remains in full force and effect.
6. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.
7. Choice of Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuers, the Designated Agent and the Co-Administrative Agents have executed this Amendment as of the date first above written.
|
M.D.C. HOLDINGS, INC., a Delaware corporation
By: /s/ John J. Heaney
John J. Heaney
|
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
|
U.S. BANK NATIONAL ASSOCIATION, |
||
|
as a Lender, LC Issuer, Designated Agent and Co-Administrative Agent |
||
|
By: /s/ James J. Payne
Name: James J. Payne
|
||
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
|
CITIBANK, N.A., as a Lender, LC Issuer and Co-Administrative Agent
By: /s/ Michael Vondriska
Name: Michael Vondriska
|
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
|
SUNTRUST BANK, as a Lender, LC Issuer and Co-Syndication Agent
By: /s/ Michael Kauffman
Name: Michael Kauffman
|
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
|
PNC BANK, NATIONAL ASSOCIATION, as a Lender, LC Issuer and Co-Syndication Agent
By: /s/ J. Richard Litton
Name: J. Richard Litton
|
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
|
BANK OF THE WEST, a California banking corporation, as a Lender and LC Issuer
By: /s/ Cris Galvez
Name: Cris Galvez
|
||
|
|
By: /s/ Chuck Weerasooriya
Name: Chuck Weerasooriya, CFA
|
|
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
|
REGIONS BANK, as a Lender and LC Issuer
By: /s/ Randall S. Reid
Name: Randall S. Reid
|
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
|
ZIONS FIRST NATIONAL BANK, a national banking association, as a Lender and LC Issuer
By: /s/ Greg Ripplinger
Name: Greg Ripplinger
|
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
|
VECTRA BANK COLORADO, NA, a national banking association, as a Lender and LC Issuer
By: /s/ H. Shaw Thomas
Name: H. Shaw Thomas
|
Signature Page to First Amendment to Credit Agreement
and Increasing Lenders Supplement
SCHEDULE 1
Commitments
|
Lender: |
Commitment: |
Percentage: |
|
U.S. BANK NATIONAL ASSOCIATION |
$100,000,000 |
18.1818181% |
|
CITIBANK, N.A. |
$100,000,000 |
18.1818181% |
|
SUNTRUST BANK |
$100,000,000 |
18.1818181% |
|
PNC BANK, NATIONAL ASSOCIATION |
$100,000,000 |
18.1818181% |
|
REGIONS BANK |
$50,000,000 |
9.0909090% |
|
BANK OF THE WEST |
$50,000,000 |
9.0909090% |
|
ZIONS FIRST NATIONAL BANK |
$40,000,000 |
7.2727272% |
|
VECTRA BANK COLORADO, NA |
$10,000,000 |
1.8181818% |
|
TOTAL COMMITMENTS |
$550,000,000 |
100% |
Exhibit A
CONSENT AND AGREEMENT OF GUARANTORS
THIS CONSENT AND AGREEMENT OF GUARANTORS (“Consent”) is executed and delivered as of December 17, 2014, by the undersigned (the “Guarantors”), in favor of the “Lenders” under that certain Credit Agreement dated December 13, 2013 (as amended, modified or supplemented from time to time, the “Credit Agreement”), among M.D.C. Holdings, Inc., the Lenders and U.S. Bank, National Association, in its capacity as Designated Agent. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.
WITNESSETH:
WHEREAS, the Guarantors have executed and delivered a Guaranty dated December 13, 2013 in favor of the Lenders under the Credit Agreement (the “Guaranty”); and
WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into that certain First Amendment to Credit Agreement and Increasing Lenders Supplement of even date herewith amending the Credit Agreement (the “Amendment”) to increase the Aggregate Commitments by One Hundred Million Dollars ($100,000,000) and to extend the Facility Termination Date to December 13, 2019 as therein provided; and
WHEREAS, it is a condition to the Amendment that the Guarantors shall have executed this Consent;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors hereby consent to the Amendment, ratify the terms of the Guaranty and agree that the Guaranty continues in full force and effect.
IN WITNESS WHEREOF, this Consent has been duly executed by the Guarantors as of the day and year first set forth above.
|
M.D.C. Land Corporation, a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
RAH of Florida, Inc., a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Construction, Inc., a Delaware corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of Arizona, Inc., a Delaware corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of Colorado, Inc., a Delaware corporation
By: ______________________________ John J. Heaney Vice President and Treasurer |
Signature Page to Consent and Agreement of Guarantors
|
Richmond American Homes of Delaware, Inc., a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer |
|
Richmond American Homes of Florida, LP, a Colorado limited partnership By: RAH of Florida, Inc., its general partner
By: _________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of Illinois, Inc., a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of Maryland, Inc., a Maryland corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of Nevada, Inc., a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of New Jersey, Inc., a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer |
Signature Page to Consent and Agreement of Guarantors
|
Richmond American Homes of Pennsylvania, Inc., a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of Utah, Inc., a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of Virginia, Inc., a Virginia corporation
By: ______________________________ John J. Heaney Vice President and Treasurer
|
|
|
Richmond American Homes of Washington, Inc., a Colorado corporation
By: ______________________________ John J. Heaney Vice President and Treasurer |
Signature Page to Consent and Agreement of Guarantors