Bond MDC Holdings, Inc. 6% ( US552676AQ11 ) in USD

MDC Holdings, Inc.

94.33 % ▼

United States

US552676AQ11 ( in USD )

6% per year ( payment 2 times a year)

14/01/2043

Prospectus brochure of the bond M.D.C. Holdings Inc US552676AQ11 en USD 6%, maturity 14/01/2043

2 000 USD

500 000 000 USD

552676AQ1

BBB ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

15/07/2026 ( In 102 days )

M.D.C. Holdings, Inc. is a leading homebuilder in the United States, operating primarily under the brands Richmond American Homes and Century Communities, offering a range of homes across various price points and locations.

The Bond issued by MDC Holdings, Inc. ( United States ) , in USD, with the ISIN code US552676AQ11, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2043

The Bond issued by MDC Holdings, Inc. ( United States ) , in USD, with the ISIN code US552676AQ11, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by MDC Holdings, Inc. ( United States ) , in USD, with the ISIN code US552676AQ11, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d462457d424b2.htm RULE 424(B)(2)
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-177680

Calculation of Registration Fee

Proposed
Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered

Offering Price (1)
Registration Fee
6.000% Senior Notes due 2043
$250,000,000
$34,100
Guarantees of Senior Notes

--
-- (2)
Total
$250,000,000
$34,100

(1)
Equals the aggregate principal amount of notes being registered. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the

Securities Act of 1933, as amended.

(2) Pursuant to Rule 457(n), no registration fee is required with respect to the guarantees.

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Filed pursuant to Rule 424(b)(5)
Registration No. 333-177680

PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 3, 2011)

We are offering $250,000,000 aggregate principal amount of our 6.000% Senior Notes due 2043.

We will pay interest on the notes semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2013. The
notes will mature on January 15, 2043.

We may redeem the notes at any time at the redemption prices set forth in this prospectus supplement under "Description of
Notes--Optional Redemption."

The interest rate on the notes may be adjusted under the circumstances described in this prospectus supplement under
"Description of Notes--Interest Rate Adjustment Following a Change of Control."

The notes will be senior unsecured obligations of our company and will rank equally with all of our existing and future
unsecured and senior indebtedness.

The notes will be fully and unconditionally guaranteed jointly and severally by certain of our subsidiaries on a senior unsecured
basis.

We intend to make application to list the notes on the New York Stock Exchange.

Before buying any notes, you should read the discussion of material risks of investing in our notes
beginning on page S-6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these notes, or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per Note

Total

Public offering price(1)

100.000%
$250,000,000
Underwriting discount

0.875%

$ 2,187,500
Proceeds to M.D.C. Holdings, Inc. (before expenses)(1)

99.125%
$247,812,500
(1) Not including interest on the notes from January 10, 2013 through the closing date payable by the purchasers of the notes.

Interest on the notes will accrue from January 10, 2013, to the date of delivery.

The underwriter expects to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company
on or about January 10, 2013.
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Sole Book-Running Manager

January 7, 2013.
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You should only rely on the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriter has not, authorized anyone to provide you with different information. We
are not, and the underwriter is not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should
not assume that the information contained in this prospectus supplement, the accompanying prospectus or the documents incorporated
by reference herein is accurate as of any date other than the date on the front of this prospectus supplement, the date on the front of the
accompanying prospectus or the date of the applicable incorporated document, as applicable. We and the underwriter take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

TABLE OF CONTENTS

Page
Prospectus Supplement

Forward-Looking Statements
S-ii
Prospectus Supplement Summary
S-1

Risk Factors
S-6

Use of Proceeds
S-17
Ratio of Earnings to Fixed Charges
S-17
Capitalization
S-18
Description of Certain Other Indebtedness
S-19
Description of Notes
S-20
Certain United States Federal Income Tax Considerations
S-36
Underwriting
S-41
Legal Matters
S-44
Experts
S-44
Incorporation of Certain Documents by Reference
S-44
Prospectus

M.D.C. Holdings, Inc.
1

Risk Factors
1

Use of Proceeds
1

Description of Common Stock
1

Description of Preferred Stock
2

Description of Debt Securities
2

Legal Matters
2

Experts
2

Where You Can Find More Information
2

Incorporation of Certain Documents by Reference
3

The information contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by
reference herein concerning the homebuilding industry, our market share, our size relative to other homebuilders and other matters is
derived principally from publicly available information and from industry sources. Although we believe the publicly available
information and the information from industry sources are reliable, we have not independently verified any of this information and we
cannot assure you of its accuracy.

This prospectus supplement sets forth certain terms of the notes that we are offering. It supplements the section entitled
"Description of Debt Securities" in the accompanying prospectus. This prospectus supplement supersedes the accompanying
prospectus to the extent it contains information that is different from the information in the accompanying prospectus.

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FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and
therein by reference, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements regarding our business, financial condition, results of operation, cash
flows, strategies and prospects. These forward-looking statements may be identified by terminology such as "likely," "may," "will,"
"should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," or the negative of such
terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements
contained in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by
reference are reasonable, we cannot guarantee future results. These statements involve known and unknown risks, uncertainties and
other factors, including those discussed under "Risk Factors," that may cause the actual results, performance or achievements of the
Company to be materially different from those expressed or implied by the forward-looking statements. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any
further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be considered.

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PROSPECTUS SUPPLEMENT SUMMARY

This is only a summary of the offering. To fully understand the investment you are contemplating you must consider this
prospectus supplement, the accompanying prospectus, and the detailed information incorporated into them by reference,
including our financial statements and their accompanying notes. Unless the context otherwise requires, the terms "M.D.C.
Holdings, Inc.," "MDC" "we" and "our" refer to M.D.C. Holdings, Inc., a Delaware corporation, and its subsidiaries.

M.D.C. Holdings, Inc.

M.D.C. Holdings, Inc. is a Delaware corporation. We have two primary operations, homebuilding and financial services. Our
homebuilding operations consist of wholly-owned subsidiary companies that generally purchase finished lots or develop lots to the
extent necessary for the construction and sale of single-family detached homes to primarily first-time and first-time move-up
homebuyers under the name "Richmond American Homes." Our homebuilding operations are comprised of various homebuilding
divisions that we consider to be our operating segments. For financial reporting, we have aggregated our homebuilding operating
segments into reportable segments as follows: (1) West (Arizona, California, Nevada and Washington); (2) Mountain (Colorado and
Utah); (3) East (Virginia and Maryland, which includes Pennsylvania, Delaware, and New Jersey); and (4) Other Homebuilding
(Florida and Illinois).

Our financial services operating segments are as follows: (1) HomeAmerican Mortgage Corporation ("HomeAmerican"), which
originates mortgage loans, primarily for our homebuyers; (2) Allegiant Insurance Company, Inc., A Risk Retention Group
("Allegiant"), which provides insurance coverage primarily to our homebuilding subsidiaries and certain subcontractors for homes
sold by our homebuilding subsidiaries and for work performed in completed subdivisions; (3) StarAmerican Insurance Ltd.
("StarAmerican"), which is a re-insurer of Allegiant claims; (4) American Home Insurance Agency, Inc. ("American Home
Insurance"), which offers third-party insurance products to our homebuyers; and (5) American Home Title and Escrow Company
("American Home Title"), which provides title agency services to the Company and our homebuyers in Colorado, Florida, Maryland,
Nevada and Virginia.

Our principal executive offices are at 4350 South Monaco Street, Suite 500, Denver, Colorado 80237 (telephone
(303) 773-1100). Additional information about us can be obtained on the investor relations section of our website. Our website is
www.richmondamerican.com, although the information on our website is not incorporated into this prospectus supplement.

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The Offering

The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the notes, see
the section "Description of Notes." In this "Prospectus Supplement Summary--The Offering" section, "we" refers to M.D.C.
Holdings, Inc. and not to any of its subsidiaries.

Issuer
M.D.C. Holdings, Inc.

Securities Offered
$250,000,000 aggregate principal amount of 6.000% Senior Notes due 2043.

Maturity Date
January 15, 2043.

Interest Payment Dates
Interest will accrue from January 10, 2013, and will be payable semi-annually in
arrears on each January 15 and July 15, commencing July 15, 2013.

Optional Redemption
We may redeem the notes, in whole or in part. If the notes are redeemed prior to
the date that is three months prior to the maturity date for the notes, the redemption
price for the notes to be redeemed will equal the greater of the following amounts:
(1) 100% of the aggregate principal amount, and (2) the sum of the present value of
the remaining scheduled payments of principal and interest in respect of the notes
being redeemed on the redemption date, discounted to the redemption date, on a
semi-annual basis, at the Treasury Rate (as defined in "Description of Notes--
Optional Redemption") plus 45 basis points (0.450%), plus, in each case, accrued
and unpaid interest to the redemption date. If the notes are redeemed on or after the
date that is three months prior to the maturity date for the notes, the redemption
price for the notes to be redeemed will equal 100% of the principal amount of
such notes, plus accrued and unpaid interest to the redemption date. See
"Description of Notes--Optional Redemption."

Interest Rate Adjustment
The interest rate payable on the notes will be subject to adjustments from time to
time upon the occurrence of a change of control and if the debt ratings assigned to
the notes by Moody's Investors Service, Inc., Standard & Poor's Ratings Services
and Fitch Ratings (or any replacement ratings agency selected by us) are all below
investment grade, or in the event of certain subsequent upgrades to the debt rating,
as described under "Description of Notes--Interest Rate Adjustment Following a
Change of Control."

Ranking
The notes will be our general unsecured obligations. Your right to payment under
these notes will be:

· effectively junior to the rights of our secured creditors to the extent of the value

of their security in our assets;

· structurally junior to the rights of creditors (including trade creditors) of our

subsidiaries that are not guarantors of the notes;

· equal with the rights of creditors under our unsecured unsubordinated debt; and

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· senior to the rights of creditors under any of our debt that is expressly

subordinated in right of payment to these notes.

At September 30, 2012, after giving effect to this offering, we would have had
total consolidated indebtedness of approximately $1,041.5 million (including the
notes), of which none was expressly subordinated to the notes. At such date, MDC
had no secured indebtedness outstanding and the guarantor subsidiaries had $0.3
million of secured indebtedness outstanding on MDC's consolidated balance sheet.

In addition, we had issued and outstanding surety bonds and letters of credit
totaling $56.0 million and $18.0 million, respectively, as of September 30, 2012.
At September 30, 2012, our non-guarantor subsidiaries had approximately $47
million of indebtedness reflected on our consolidated balance sheet to which the
notes will be structurally subordinated.

Guarantees
Certain of our existing domestic subsidiaries and future domestic subsidiaries will
fully and unconditionally guarantee our obligations under the notes, jointly and
severally, on a senior unsecured basis. Your right to payment under any guarantee
will be:

· effectively junior to the rights of secured creditors to the extent of their security

in the guarantors' assets;

· equal with the rights of creditors under the guarantors' other unsecured

unsubordinated debt; and

· senior to the rights of creditors under the guarantors' debt that is expressly

subordinated in right of payment to the guarantees.

Covenants
The indenture imposes certain limitations on our ability and the ability of our
restricted subsidiaries to:

· issue certain additional secured indebtedness; and

· engage in sale and lease-back transactions.

These covenants are subject to important exceptions and qualifications, which are

described under the heading "Description of Notes."

The indenture does not limit the amount of unsecured debt that we may issue or

require us to offer to purchase the notes upon a change of control.

Risk Factors
You should carefully consider the factors discussed in detail elsewhere in this
prospectus supplement under the caption "Risk Factors."

Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes. See "Use of Proceeds."

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Summary Financial and Other Data

The income statement data and balance sheet data set forth below at December 31, 2011, 2010 and 2009 and for the years then
ended have been derived from our audited consolidated financial statements. The income statement data and balance sheet data set
forth below at September 30, 2012 and 2011, and for the nine months ended September 30, 2012 and 2011, have been derived from
our unaudited consolidated financial statements which, in the opinion of management, include all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of such information. The operating results for the nine months ended
September 30, 2012 and 2011 are not necessarily indicative of results for the full fiscal year. This information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated
financial statements and the notes thereto incorporated herein by reference and other financial information in our Annual Report on
Form 10-K for the year ended December 31, 2011, and our Quarterly Report on Form 10-Q for the quarter ended September 30,
2012, incorporated herein by reference.

Nine Months Ended

September 30,

Year Ended December 31,

2012

2011

2011

2010

2009

(unaudited)

(dollars in thousands)

INCOME STATEMENT DATA

Home sale revenues

$ 761,857
$ 574,432
$ 805,164
$ 921,022
$ 837,054
Total home sale and land sale revenues

765,277

577,931

817,023

926,905

867,784

Financial services revenues

34,304

20,480

29,462

33,646

30,613

Home cost of sales

649,941

490,521

686,661

745,085

686,854

Inventory impairments

--
12,682

12,965

21,195

29,136

Homebuilding selling, general and administrative
expenses

118,135

143,171

179,105

219,685

205,652

Loss on extinguishment of senior notes

--

--
(38,795)

--

--
Income (loss) before income taxes

31,264

(87,696)

(107,472)

(70,601)

(107,335)
Net income (loss)(1)

33,029

(79,569)

(98,390)

(64,770)

24,679

BALANCE SHEET DATA (at period end)

Assets

Cash and cash equivalents

$ 263,797
$ 567,501
$ 343,361
$ 572,225
$1,234,252
Marketable securities

536,720

535,494

519,943

968,729

327,944

Total inventories

897,186

850,687

806,052

787,659

523,184

Total assets

1,908,423
2,114,969
1,858,725
2,547,769
2,429,308
Debt

Senior notes, net

744,654

1,006,656
744,108

1,242,815
997,991

Mortgage repurchase facility

46,888

10,708

48,702

25,434

29,115

Total debt

791,542

1,017,364
792,810

1,268,249
1,027,106
Stockholders' Equity

906,562

880,210

868,636

983,683

1,073,146
(1) Net income for the year ended December 31, 2009 includes the income tax benefit of being able to carry back $142.6 million of
net operating losses due to the expanded NOL carryback provisions contained in the Worker, Homeownership, and Business
Assistance Act of 2009, signed into law on November 6, 2009. Net loss for the years ended December 31, 2011 and 2010
includes the impact of recording valuation allowances of $41.4 million and $25.1 million, respectively, against our deferred tax
assets.

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Nine Months Ended

September 30,

Year Ended December 31,

2012

2011

2011

2010

2009

(unaudited)

(dollars in thousands)

OPERATING DATA

New home deliveries (units)
2,519

1,970

2,762

3,245

3,013

Average selling price
$
302.4 $ 291.6 $ 291.5 $ 283.8 $ 277.8
Net new home orders (units)
3,473

2,364

2,887

3,261

3,306

Homes in backlog at period end (units)
1,997

1,312

1,043

842

826

Estimated backlog sales value at period end
$667,000 $405,000 $330,000 $269,000 $265,000
Estimated average selling price of homes in backlog
$
334.0 $ 308.6 $ 316.4 $ 319.5 $ 320.8
Active subdivisions at period end
166

182

187

148

133

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