0001437749-18-015049.txt : 20180809 0001437749-18-015049.hdr.sgml : 20180809 20180809114551 ACCESSION NUMBER: 0001437749-18-015049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180809 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180809 DATE AS OF CHANGE: 20180809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDC HOLDINGS INC CENTRAL INDEX KEY: 0000773141 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 840622967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08951 FILM NUMBER: 181004090 BUSINESS ADDRESS: STREET 1: 4350 S MONACO STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: 4350 S MONACO STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80237 8-K 1 mdc20180807_8k.htm FORM 8-K mdc20180807_8k.htm

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): August 9, 2018

 

  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))

 

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

Effective August 9, 2018, HomeAmerican Mortgage Corporation ("HomeAmerican"), a wholly-owned subsidiary of M.D.C. Holdings, Inc., entered into a Second Amendment (the “Amendment”) to HomeAmerican’s Amended and Restated Master Repurchase Agreement dated as of September 16, 2016 (the "Repurchase Agreement"), with U.S. Bank National Association. The Amendment: extends the termination date of the Repurchase Agreement to August 8, 2019; adjusts the LIBOR margin and the times for advances, payments and margin calls; updates the schedule of approved investors; and addresses beneficial ownership regulation requirements.

 

The Amendment is filed herewith and is incorporated 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 contained in Item 1.01 is incorporated by reference.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d)     Exhibits.

 

Exhibit

Number

 

Description 

     

Exhibit 10.1

 

Second Amendment to Amended and Restated Master Repurchase Agreement between HomeAmerican Mortgage Corporation, as Seller, and U.S. Bank National Association, as Agent and Buyer, dated as of August 9, 2018.

 

2

 

 

 

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: August 9, 2018

By:

/s/ Joseph H. Fretz

 

 

 

Joseph H. Fretz

 

 

 

Secretary and Corporate Counsel

 

 

 

 

 

3

EX-10.1 2 ex_120693.htm EXHIBIT 10.1 ex_120693.htm

Exhibit 10.1

 

SECOND AMENDMENT TO AMENDED AND RESTATED

MASTER REPURCHASE AGREEMENT

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of August 9, 2018, is made and entered into between and among HomeAmerican Mortgage Corporation, a Colorado corporation (the “Seller”), and U.S. Bank National Association, as administrative agent and representative of itself as a Buyer and the other Buyers (in such capacity, the “Agent”) and as a Buyer (in such capacity, “U.S. Bank”).

 

RECITALS:

 

A.     The Seller, U.S. Bank, and the Agent are parties to an Amended and Restated Master Repurchase Agreement dated as of September 16, 2016 (as amended by that certain First Amendment to Amended and Restated Master Repurchase Agreement dated as of August 10, 2017, and as further amended, restated or otherwise modified from time to time, the “Repurchase Agreement”).

 

B.     The Seller and the Agent now desire to amend certain provisions of the Repurchase Agreement as set forth herein.

 

AGREEMENT:

 

In consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Section 1.     Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.

 

Section 2.     Amendments.

 

2.1.     The following definitions set forth in Section 1.2 of the Repurchase Agreement are added or amended and restated, as applicable, to read in their entireties as follows:

 

Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

 

Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

 

LIBOR Margin” means 2.125%.

 

Termination Date” means the earlier of (a) August 8, 2019, or (b) the date when the Buyers’ Commitments are terminated pursuant to this Agreement, by order of any Governmental Authority or by operation of law.

 

 

 

 

2.2.     Times for Advances, Payments and Margin Call. The Repurchase Agreement is amended as follows:

 

a.     Section 3.1(c) is amended by replacing the references to “1:30 p.m.” with “2:00 p.m.”

 

b.     Section 3.4(c) is amended by replacing the reference to “1:00 p.m.” with “2:00 p.m.”

 

c.     Section 6.2 is amended by replacing the references to “11:00 a.m.” with “12:00 p.m.”

 

d.     Section 12.2 is amended by replacing the references to “1:00 p.m.” with “2:00 p.m.”

 

e.     Section 24.5 is amended by replacing the reference to “1:00 p.m.” with “2:00 p.m.”

 

2.3.     Full Disclosure. Section 15.2(r) of the Repurchase Agreement is amended and restated to read in its entirety as follows:

 

(r)     Full Disclosure. Each material fact or condition relating to the Repurchase Documents and the Central Elements has been disclosed in writing to the Agent. All information previously furnished by the Seller and its Subsidiaries to the Agent in connection with the Repurchase Documents was and all information furnished in the future by the Seller and its Subsidiaries to the Agent or the Buyers will be true and accurate in all material respects or based on reasonable estimates on the date the information is stated or certified. To the best knowledge of the Seller, neither the financial statements referred to in Section 15.2(f) , nor any Request/Confirmation, officer’s certificate or any other report or statement delivered by the Seller and its Subsidiaries to the Agent in connection with this Agreement, contains any untrue statement of material fact. The information included in the most recently delivered Beneficial Ownership Certification is true and correct in all respects.

 

2.4.     Beneficial Ownership Reporting. Section 16.5 of the Repurchase Agreement is amended by adding a new clause (i) thereto, to read as follows:

 

(i) (i) Upon request of the Buyer, a Beneficial Ownership Certification, and (ii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

 

2.5.     Exhibits and Schedules. Schedule AI to the Repurchase Agreement is amended and restated to read in its entirety as set forth on Schedule AI hereto.

 

Section 3.     Conditions Precedent and Effectiveness. This Amendment shall be effective as of the date first above written, upon the occurrence of the following events:

 

2

 

 

3.1.     delivery to the Agent of this Amendment duly executed by the Seller in a quantity sufficient that the Agent and the Seller may each have a fully executed original;

 

3.2.     delivery to the Agent of a certificate by the Secretary or Assistant Secretary of the Seller (i) certifying that the resolutions adopted by the Seller’s board of directors on September 12, 2016, remain in full force and effect, authorizing the Seller to enter into this Amendment, (ii) certifying that there has been no amendment to the Articles of Incorporation of the Seller since true and accurate copies of the same were delivered to the Agent as of November 12, 2008, (iii) certifying that there has been no amendment to the By-Laws of Seller since true and accurate copies of the same were delivered to the Agent as of November 12, 2008, and (iv) a certification as to the incumbency, names, titles, and signatures of the officers of the Seller authorized to execute this Amendment and the other instruments executed by the Seller in connection with this Amendment; and

 

3.3.     delivery to the Agent of such other documents as it may reasonably request.

 

Section 4.     Miscellaneous.

 

4.1.     Ratifications. The terms and provisions of this Amendment shall modify and supersede all inconsistent terms and provisions of the Repurchase Agreement and the other Repurchase Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Repurchase Agreement and each other Repurchase Document are ratified and confirmed and shall continue in full force and effect.

 

4.2.     Seller Representations and Warranties. The Seller hereby represents and warrants that (a) the representations and warranties in Article 15 of the Repurchase Agreement and in the other Repurchase Documents are true and correct in all material respects with the same force and effect on and as of the date hereof as though made as of the date hereof, and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

 

4.3.     Survival. The representations and warranties made by the Seller in this Amendment shall survive the execution and delivery of this Amendment.

 

4.4.     Reference to Repurchase Agreement. Each of the Repurchase Documents, including the Repurchase Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Repurchase Agreement as amended hereby, is hereby amended so that any reference in such Repurchase Document to the Repurchase Agreement refers to the Repurchase Agreement as amended and modified hereby.

 

4.5.     Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

 

3

 

 

4.6.     Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Agent, the Buyers, the Seller, and their respective successors and assigns, except that the Seller may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent.

 

4.7.     Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

 

4.8.     Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

 

4.9.     ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER REPURCHASE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO OR THERETO.

 

 

 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

4

 

 

In witness whereof the parties have caused this Amendment to be executed as of the date first written above.

 

 

SELLER AND SERVICER:

 

HOMEAMERICAN MORTGAGE CORPORATION, as Seller and Servicer


By: /s/ L. Ludwell Jones IV          

Name: L. Ludwell Jones IV
Title: Vice President and Treasurer

 

 

 

 

AGENT AND BUYER:

 

U.S. BANK NATIONAL ASSOCIATION,
as Agent and Buyer


By: /s/ Edwin D. Jenkins               
Name: Edwin D. Jenkins

Title: Senior Vice President

 

Signature Page 
Second Amendment

 

 

SCHEDULE AI
TO Master Repurchase Agreement

 

APPROVED INVESTORS

 

Investor

S&P CP

Rating

Moody’s CP

Rating

Related Parent

Company

Product Eligibility

Caliber Home Loans

N/A

N/A

 

Conforming

Colorado Housing and Finance Authority

N/A

N/A

 

Conforming

Federal Home Loan Mortgage Corp. (Freddie Mac)

N/A

N/A

 

Conforming

Flagstar Bank

N/A

N/A

 

Conforming

Federal National Mortgage Assoc. (FNMA)

N/A

N/A

 

Conforming

Government National Mortgage Assoc. (GNMA)

N/A

N/A

 

Conforming

Planet Home Lending, LLC f/k/a HomeBridge Financial Services

N/A

N/A

 

Conforming

JPMorgan Chase Bank

A-1

P-1

JPMorgan Chase & Co.

Conforming/non-conforming

PennyMac Loan Services, LLC

N/A

N/A

PennyMac Corp.

Conforming/non-conforming

Redwood Residential Acquisition Corporation

N/A

N/A

Redwood Trust, Inc.

Conforming/non-conforming

SunTrust Mortgage, Inc.

A-2

P-2

Suntrust Banks, Inc.

Conforming/non-conforming

U.S. Bank Home Mortgage

A-1

P-1

U.S. Bank National Association

Conforming/non-conforming

Wells Fargo Bank, N.A.

A-1

P-1

Wells Fargo & Co.

Conforming/non-conforming

 

 

 

AI-1