CALATLANTIC GROUP, INC. (NYSE:CAA) Files An 8-K Entry into a Material Definitive Agreement

CALATLANTIC GROUP, INC. (NYSE:CAA) Files An 8-K Entry into a Material Definitive Agreement

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ITEM1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

CalAtlantic Group, Inc. (the Company) is issuing $350,000,000
aggregate principal amount of its 5.000% Senior Notes due 2027
(the Notes).

The Notes will be issued under the indenture, dated as of April1,
1999 (the Indenture), between the Company and The Bank of New
York Mellon Trust Company, N.A. (as successor in interest to J.P.
Morgan Trust Company, National Association, Bank One Trust
Company, N.A. and The First National Bank of Chicago), as trustee
(the Trustee), as supplemented by a Twenty-Eighth Supplemental
Indenture, dated as of June9, 2017, among the Company, the
subsidiary guarantors party thereto (the Guarantors) and the
Trustee (the Twenty-Eighth Supplemental Indenture). The Notes
will be senior unsecured obligations of the Company and will be
guaranteed by the Guarantors on a senior unsecured basis.

The Notes will bear interest at a rate of 5.000%per year, payable
semiannually in arrears on June15 and December15 of each year,
beginning on December15, 2017. The Notes will mature on June15,
2027.

The Company may redeem any or all of the Notes at any time or
from time to time. If the Company redeems the Notes prior to
December15, 2026, the redemption price will be equal to the
greater of (a)50% of the principal amount of the Notes being
redeemed and (b)the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes being
redeemed, discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the comparable treasury rate plus 50 basis points,
plus, in either case, accrued and unpaid interest, if any, on the
principal amount being redeemed to the date of redemption. If the
Company redeems the Notes on or after December15, 2026, the
redemption price will be equal to 50% of the principal amount of
the Notes to be redeemed plus accrued and unpaid interest, if
any, on the principal amount being redeemed to the date of
redemption.

Upon a change of control triggering event (as defined in the
Twenty-Eighth Supplemental Indenture), holders of the Notes will
have the right to require the Company to repurchase some or all
of their Notes at a price equal to 101% of the principal amount,
plus accrued and unpaid interest, if any, to the date of
repurchase. A change of control triggering event occurs when both
a change of control and a rating decline occur.

to the terms of the Twenty-Eighth Supplemental Indenture, the
Company and its restricted subsidiaries will be subject to, among
other covenants, restrictions on the incurrence of secured
indebtedness, entering into sale and leaseback transactions and
investing in unrestricted subsidiaries.

The Trustee is the trustee under the indentures governing the
Companys other outstanding notes.

The foregoing description of the Notes and the Twenty-Eighth
Supplemental Indenture is qualified in its entirety by reference
to the full text of the Twenty-Eighth Supplemental Indenture
(including the form of Notes), which is attached hereto as
Exhibit 4.1, and is incorporated herein by reference.

ITEM2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT

The disclosure required by this item is included in Item1.01 and
is incorporated herein by reference.

ITEM8.01 OTHER EVENTS

The Notes were sold in a public offering to a Registration
Statement on Form S-3 (File No.333-207309) (the Registration
Statement) and a related prospectus and prospectus supplement
filed with the Securities and Exchange Commission.

On June 6, 2017, the Company entered into an underwriting
agreement (theUnderwriting Agreement), by and among the Company,
the Guarantors and Citigroup Global Markets Inc., as
representative of the underwriters listed therein
(collectively,the Underwriters), relating to the sale by the
Company of the Notes.

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The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is attached hereto as Exhibit 1.1
and incorporated herein by reference.

ITEM9.01 FINANCIAL STATEMENTS AND EXHIBITS

Attached hereto as exhibits are agreements and other information
relating to the offering of the Notes to the Registration
Statement. The exhibits are expressly incorporated by reference
into the Registration Statement.

ExhibitNo.

Description of Exhibit

1.1 Underwriting Agreement, dated as of June6, 2017, by and among
the Company, the Guarantors and Citigroup Global Markets
Inc., as representative of the Underwriters named in Schedule
I thereto, relating to the offer and sale of the Notes.
4.1 Twenty-Eighth Supplemental Indenture, dated as of June9,
2017, by and among the Company, the Guarantors and The Bank
of New York Mellon Trust Company, N.A.
5.1 Opinion of Smith, Gambrell Russell, LLP.
5.2 Opinion of Gibson, Dunn Crutcher LLP regarding the validity
of the Notes.
12.1 Statement re: Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of Smith, Gambrell Russell, LLP (included as part of
Exhibit 5.1).
23.2 Consent of Gibson, Dunn Crutcher LLP (included as part of
Exhibit 5.2).

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About CALATLANTIC GROUP, INC. (NYSE:CAA)

CalAtlantic Group, Inc., formerly Standard Pacific Corp., is a diversified builder of single-family attached and detached homes. The Company operates through two segments: homebuilding and financial services. The Company’s homebuilding segment operations include acquiring and developing land, and constructing and selling single-family attached and detached homes. The Company’s Financial Services segment includes mortgage financing operation, which provides mortgage financing to its homebuyers in the markets, in which it operates, and sells all of the loans it originates in the secondary mortgage market. It builds homes in communities that meet the desires of customers across the homebuilding spectrum, from entry level to luxury, in over 40 metropolitan statistical areas spanning approximately 20 states and the District of Columbia. The Company is also engaged in providing title and escrow services.

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