Obbligazione MDC Holdings, Inc. 5.5% ( US552676AR93 ) in USD

MDC Holdings, Inc.

100 USD ▼

Stati Uniti

US552676AR93 ( in USD )

5.5% per anno ( pagato 2 volte l'anno)

14/01/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione M.D.C. Holdings Inc US552676AR93 in USD 5.5%, scaduta

1 000 USD

250 000 000 USD

552676AR9

BBB- ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

M.D.C. Holdings Inc. è una società americana impegnata nella progettazione, costruzione e vendita di case nuove, operando principalmente negli Stati Uniti sud-occidentali.

The Obbligazione issued by MDC Holdings, Inc. ( United States ) , in USD, with the ISIN code US552676AR93, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/01/2024

The Obbligazione issued by MDC Holdings, Inc. ( United States ) , in USD, with the ISIN code US552676AR93, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Obbligazione issued by MDC Holdings, Inc. ( United States ) , in USD, with the ISIN code US552676AR93, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

mdc20140102_424b5.htm
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424B2 1 mdc20140107_424b2.htm FORM 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-190359

CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered
Offering Price (1) Registration Fee
% Senior Notes due 2024
$
250,000,000 $
32,200
Guarantees of Senior Notes

--
--(2)
Total
$
250,000,000 $
32,200(3)

(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.
(3)
Previously paid.

PROSPECTUS SUPPLEMENT

(To Prospectus Dated August 2, 2013)

We are offering $250,000,000 aggregate principal amount of our 5.500% Senior Notes due 2024.
We wil pay interest on the notes semi-annual y in arrears on January 15 and July 15 of each year, beginning July 15, 2014. The notes wil
mature on January 15, 2024.
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 wil 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.
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

0.650% $
1,625,000
Proceeds to M.D.C. Holdings, Inc. (before expenses)(1)

99.350% $
248,375,000
(1)
Not including interest on the notes from January 15, 2014 through the closing date payable by the purchasers of the notes.
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Interest on the notes wil accrue from January 15, 2014, to the date of delivery.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company on or
about January 15, 2014.
Joint Book-Running Managers
Joint Lead Managers
SunTrust Robinson Humphrey
PNC Capital Markets LLC
Co-Manager
Regions Securities LLC

January 7, 2014

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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 underwriters have not, authorized anyone to provide you with different information.
We are not, and the underwriters are 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
underwriters 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-16
Ratio of Earnings to Fixed Charges
S-16
Capitalization
S-17
Description of Certain Other Indebtedness
S-18
Description of Notes
S-20
Certain United States Federal Income Tax Considerations
S-34
Underwriting
S-38
Legal Matters
S-40
Experts
S-40
Incorporation of Certain Documents by Reference
S-40

Prospectus

M.D.C. Holdings, Inc.
1
Risk Factors
1
Use of Proceeds
1
Description of Common Stock
1
Description of Preferred Stock
1
Description of Debt Securities
2
Legal Matters
2
Experts
2
Where You Can Find More Information
2
Incorporation of Certain Documents by Reference
2

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., or MDC, 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 primarily of single-family detached homes to 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); and (3) East (Virginia, Florida, Illinois and Maryland, which includes Pennsylvania,
Delaware, and New Jersey).

Our financial services operations primarily consist of HomeAmerican Mortgage Corporation ("HomeAmerican"), which
originates mortgage loans primarily for our homebuyers; 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; StarAmerican Insurance Ltd.,
which is a re-insurer on Allegiant claims; American Home Insurance Agency, Inc., which offers third-party insurance products to
our homebuyers; and American Home Title and Escrow Company, which provides title agency services to our homebuilding
subsidiaries and our customers in certain states. For financial reporting, we have aggregated our financial services operating
segments into reportable segments as follows: (1) Mortgage operations (represents HomeAmerican only) and (2) Other (all
remaining operating segments).

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.mdcholdings.com, although the information on our website is not incorporated into this prospectus supplement.

You can obtain additional information about us in the reports and other documents incorporated by reference in this
prospectus supplement. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."

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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 5.500% Senior Notes due
2024.

Maturity Date
January 15, 2024.

Interest Payment Dates
Interest will accrue from January 15, 2014, and will be payable
semi-annually in arrears on each January 15 and July 15,
commencing July 15, 2014.

Optional Redemption
We may redeem the notes, in whole or in part. If the notes are redeemed
prior to October 15, 2023, 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 50
basis points (0.50%), plus, in each case, accrued and unpaid interest to
the redemption date. If the notes are redeemed on or after October 15,
2023, 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 may 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

senior to the rights of creditors under any of our debt that is
expressly subordinated in right of payment to these notes.

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At September 30, 2013, after giving effect to this offering, we would
have had total consolidated indebtedness of approximately $1,384
million (including the notes), of which none was expressly subordinated
to the notes. At September 30, 2013, MDC and its guarantor
subsidiaries had no secured indebtedness outstanding on MDC's
consolidated balance sheet. In addition, we had issued and outstanding
surety bonds and letters of credit totaling $83.9 million and $30.1
million, respectively, as of September 30, 2013. At September 30,
2013, our non-guarantor subsidiaries had approximately $39.0 million
of indebtedness reflected on our consolidated balance sheet to which
the notes will be structurally subordinated. We also entered into a $450
million senior unsecured revolving credit facility on December 13,
2013 (the "Credit Facility"), under which we had no borrowings
outstanding as of December 31, 2013 (excluding $14.9 million of
outstanding letters of credit).

Guarantees
Certain of our existing subsidiaries and future 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 --
Certain Covenants."

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, which may include repayment of our 5.375%
Senior Notes due 2014 and 5.375% Senior Notes due 2015 in whole or
in part. 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, 2012, 2011 and 2010 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, 2013 and 2012, and for the nine months ended September 30, 2013 and 2012, 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, 2013 and 2012 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, 2012, as amended, and our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2013, incorporated herein by reference.

Nine Months Ended

September 30,

Year Ended December 31,

2013

2012

2012

2011

2010

(dollars in thousands)

INCOME STATEMENT DATA

Home sale revenues
$ 1,165,768 $
761,857 $ 1,150,998 $
805,164 $
921,022
Total home sale and land sale revenues
1,167,600
765,277 1,156,142
817,023
926,905
Financial services revenues

40,672
31,974
46,881
29,462
33,646
Home cost of sales

956,892
649,941
973,120
686,661
745,085
Inventory impairments

350

1,105
12,965
21,195
Homebuilding selling, general and administrative
expenses

157,862
118,135
167,295
179,105
219,685
Loss on extinguishment of senior notes

(38,795)

Income (loss) before income taxes

95,507
31,264
61,115 (107,472)
(70,601)
Net income (loss) (1)

283,676
33,029
62,699
(98,390)
(64,770)

BALANCE SHEET DATA (at period end)

Assets

Cash and cash equivalents
$
197,286 $
263,797 $
160,095 $
343,361 $
572,225
Marketable securities

600,257
536,720
551,938
519,943
968,729
Total inventories
1,334,133
897,186 1,002,521
806,052
787,659
Total assets
2,528,081 1,908,423 1,945,441 1,858,725 2,547,769

Debt

Senior notes, net
1,095,421
744,654
744,842
744,108 1,242,815
Mortgage repurchase facility
38,912 46,888 76,327 48,702 25,434
Total debt
1,134,333
791,542
821,169
792,810 1,268,249

Stockholders' Equity
1,180,432
906,562
880,897
868,636
983,683

(1)
Net income for the nine months ended September 30, 2013 includes the impact of releasing previously recorded valuation allowances
against our deferred tax assets of $187.6 million.

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Nine Months Ended

September 30,

Year Ended December 31,

2013

2012

2012

2011

2010

(dollars in thousands)

OPERATING DATA

New home deliveries (units)

3,458
2,519
3,740
2,762
3,245
Average selling price
$
337.1 $
302.4 $
307.8 $
291.5 $
283.8
Net new home orders (units)

3,575
3,473
4,342
2,887
3,261
Homes in backlog at period end (units)

1,762
1,997
1,645
1,043
842
Estimated backlog sales value at period end
$
676,761 $
666,959 $
579,000 $
330,000 $
269,000
Estimated average selling price of homes in
backlog
$
384.1 $
334.0 $
352.0 $
316.4 $
319.5
Active subdivisions at period end

134
166
148
187
148

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