UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
As previously announced, M.D.C. Holdings, Inc. (the “Company”), entered into the Agreement and Plan of Merger, dated as of January 17, 2024 (the “Merger Agreement”), with SH Residential Holdings, LLC (“Parent”), Clear Line, Inc. (“Merger Sub”) and, solely for the purposes of Section 6.2, Section 6.17 and Section 9.15 of the Merger Agreement, Sekisui House, Ltd., providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”).
On April 16, 2024, the Company and Parent executed a written consent waiving the requirement that closing of the Merger not occur prior to the Inside Date (the earlier of (i) the date on which all governmental requirements have been made or obtained, as applicable, and (ii) the date that is 120 days after the date of the Merger Agreement) and acknowledging that, subject to the satisfaction or waiver of all of the closing conditions set forth in Article VII of the Merger Agreement at the time of closing, the closing of the Merger is expected to occur on April 19, 2024.
SIGNATURE
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. | |||
Date: April 16, 2024 |
By: | /s/ Joseph H. Fretz | |
| Joseph H. Fretz | |||
| Vice President, Secretary and Corporate Counsel | |||