MDC Holdings Announces Increase in Maximum Offer Amount and Initial Results of Cash Tender Offer

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DENVER, Sept. 16, 2021 / PRNewswire / – MDC Holdings, Inc. (NYSE: MDC) (“MDC” or the “Company”) today announced an increase in the previously announced maximum tender amount of $ 100,000,000 To $ 123,632,000 (the “maximum bid amount”) and the results of the anticipated bid as of 5:00 p.m., New York City It’s time September 16, 2021 (the “early deposit time”) of its previously announced cash tender offer (the “tender offer”) to purchase up to the maximum offer amount of its senior bonds at 5.500% outstanding due 2024 (the “Bonds”).

Based on the information provided by Global Bondholder Services, Inc., the agent responsible for the takeover bid, $ 123,632,000 the full principal amount of the Notes has been deposited (not withdrawn) before the Early Deposit Time. The following table shows the total principal amount of the Notes which were deposited (and not withdrawn) at the Time of the Early Offer and the principal amounts which, subject to the satisfaction of the conditions of the Public Offer described below. below, should be accepted for purchase under the Tender Offer:

Notes title

CUSIP number

Total amount of capital remaining due before the public tender offer

Total consideration 1

Total principal amount of banknotes deposited

Principal amount of tickets to be accepted for purchase

Pro rata
Factor

5.500% Senior
Notes due 2024

552676AR9

$

250,000,000


$

1,093.75


$

123,632,000


$

123,632,000


100.00

%
























1 Includes early submission bonus (as defined below).

The tender offer is made in accordance with the tender offer, dated September 2, 2021 (the “Offer to Purchase”). Notes which have been validly deposited and not validly withdrawn on or before the Early Deposit Time and which are accepted in the tender offer will be purchased, withdrawn and canceled by the Company on the Early Settlement Date, which should intervene on September 17, 2021.

Holders of Notes validly deposited (and not validly withdrawn) prior to the Early Deposit Time and accepted for purchase will receive the total consideration shown in the table above, which includes an Early Deposit Premium of $ 30.00 through $ 1,000 principal amount of Notes accepted for purchase (the “Early Deposit Bonus”). In addition to the full consideration, all holders of Notes validly deposited (and not validly withdrawn) before the early deposit time and accepted for purchase will receive accrued and unpaid interest from and including the last payment date. interest up to, but not including, the Settlement Date. The deadline for holders to validly withdraw from offers of Notes has passed. Consequently, the Contributed Notes can no longer be withdrawn or revoked, except in certain limited circumstances where additional withdrawal or revocation rights are required by law.

Given that the holders of Notes submitted to the Takeover Bid have validly deposited and have not validly withdrawn Notes no later than the Early Deposit Time for an amount equal to the Maximum Deposit Amount, all Securities validly deposited (and not validly withdrawn) at the latest at the The invitation to tender should be accepted. Therefore, although the Takeover Offer is scheduled to expire at 11:59 p.m., New York City It’s time September 30, 2021, the Company does not expect to accept for purchase any offers of Notes after the early deposit time.

The Tender Offer is subject to satisfaction of the conditions described in the Tender Offer. These conditions may be waived by the Company at its sole discretion, subject to applicable law. Any waiver of any condition by the Company will not constitute a waiver of any other condition.

The broker-manager of the take-over bid is Citigroup Global Markets Inc. Any questions regarding the terms of the take-over bid should be directed to the broker-manager, Citigroup Global Markets Inc. at (toll free) (800) 558-3745 or (collect). ) (212) 723-6106. The information agent and tendering agent is Global Bondholder Services, Inc. Any questions regarding the procedures for the offering of Notes or requests for copies of the Offer to Purchase or other documents relating to the Offer to Purchase should be directed to the Offer to Purchase Information Agent, Global Bondholder Services, Inc. at (866) 470-4300 (toll free) or (212) 430-3774 .

This press release does not constitute an offer to sell, a solicitation to buy or an offer to buy or sell any securities. The tender offer is made only in connection with the tender offer and only in jurisdictions permitted by applicable law.

About MDC

MDC Holdings, Inc. was founded in 1972. MDC’s homebuilding subsidiaries, which operate as Richmond American Homes, have built and financed the American Dream for more than 220,000 buyers since 1977. Commitment from MDC towards customer satisfaction, quality and value is reflected in every home that its subsidiaries build. MDC is one of the largest home builders in United States. Its subsidiaries have home construction operations across the country, including the Denver metro areas, Colorado Sources, Salt lake city, Las Vegas, Phoenix, Tucson, RiversideSaint-Bernardin, Los Angeles, San Diego, Orange County, San Francisco Bay Area, Sacramento, Washington DC, Baltimore, Orlando, Jacksonville, Seattle, Portland, Wooded and Nashville. MDC’s subsidiaries also provide mortgage finance, insurance and title services, primarily to U.S. homebuyers in Richmond, through HomeAmerican Mortgage Corporation, American Home Insurance Agency, Inc. and American Home Title and Escrow Company, respectively. MDC Holdings, Inc. is listed on the New York Stock Exchange under the symbol “MDC”. For more information visit www.mdcholdings.com.

Certain statements contained in this press release and the offer to purchase may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and others. Factors that could cause MDC’s actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by forward-looking statements. These factors include, among others, (1) general economic conditions, including the impact of the COVID-19 pandemic, changes in consumer confidence, inflation or deflation and employment levels; (2) changes in business conditions encountered by MDC, including restrictions on business activities resulting from the COVID-19 pandemic, cancellation rates, net home orders, gross home margins, value land and housing and the number of subdivisions; (3) changes in interest rates, mortgage programs and credit availability; (4) changes in the market value of MDC’s investments in marketable securities; (5) the uncertainty in the mortgage industry, including the redemption requirements associated with the sale of mortgages by HomeAmerican Mortgage Corporation (6) the relative stability of the debt and equity markets; (7) competition; (8) the availability and cost of land and other raw materials used by MDC in its home construction operations; (9) the availability and cost of performance guarantees and insurance covering the risks associated with our business; (10) labor shortages and cost; (11) weather-related slowdowns and natural disasters; (12) slow growth initiatives; (13) the construction of moratoria; (14) government regulations, including ordinances relating to the COVID-19 pandemic, interpretation of tax, labor and environmental laws; (15) terrorist acts and other acts of war; (16) the evolution of energy prices; and (17) other factors over which MDC has little or no control. Additional information on the risks and uncertainties applicable to MDC’s business is contained in MDC Form 10-Q for the quarter ended. June 30th, 2021. All forward-looking statements contained in this press release are made as of the date hereof, and the risk that actual results will differ materially from the expectations expressed in this press release will increase over time. MDC assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any other disclosures made on related matters in our subsequent filings, releases or webcasts should be consulted.

SOURCE MDC Holdings, Inc.

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http://www.mdcholdings.com


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