CALATLANTIC GROUP, INC. (NYSE:CAA) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01
| ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
CalAtlantic Group, Inc. (the Company) is issuing $125,000,000
aggregate principal amount of its 5 7/8% Senior Notes due 2024
(the 2024 Notes) and $100,000,000 aggregate principal amount of
its 5 1/4% Senior Notes due 2026 (the 2026 Notes and, together
with the 2024 Notes, the Notes).
The 2024 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-First Supplemental
Indenture, dated as of November6, 2014 (the Twenty-First
Supplemental Indenture), among the Company, the subsidiary
guarantors party thereto, and the Trustee and by a Twenty-Fifth
Supplemental Indenture, dated as of October1, 2015 (the
Twenty-Fifth Supplemental Indenture), by and among the Company,
the subsidiary guarantors party thereto (together with the
subsidiary guarantors party to the Twenty-First Supplemental
Indenture, the Guarantors) and the Trustee (the Indenture, as so
supplemented, the 2024 Notes Indenture). The 2024 Notes will be
senior unsecured obligations of the Company and will be
guaranteed by the Guarantors on a senior unsecured basis.
The 2024 Notes will have the same terms as, and will be treated
as a single series with, the Companys outstanding $300,000,000
aggregate principal amount of 5 7/8% Senior Notes due 2024,
issued on November6, 2014 (the Existing 2024 Notes). The 2024
Notes will also be fully fungible for tax purposes with, and will
have the same CUSIP number as, the Existing 2024 Notes. Holders
of the 2024 Notes and the Existing 2024 Notes will vote as one
series under the 2024 Notes Indenture. The 2024 Notes will bear
interest at a rate of 5 7/8% per year, payable semiannually in
arrears on May15 and November15 of each year, beginning on May15,
2017. The 2024 Notes will mature on November15, 2024.
The Company may redeem any or all of the 2024 Notes at any time
or from time to time. If the Company redeems the 2024 Notes prior
to May15, 2024, the redemption price will be equal to the greater
of (a) 50% of the principal amount of the 2024 Notes being
redeemed and (b)the sum of the present values of the remaining
scheduled payments and interest on the 2024 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 2024 Notes on or after May15, 2024, 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.
The 2026 Notes will be issued under the Indenture, as
supplemented by a Twenty-Seventh Supplemental Indenture, dated as
of May31, 2016 (the Twenty-Seventh Supplemental Indenture), among
the Company, the Guarantors, and the Trustee (the Indenture, as
so supplemented, the 2026 Notes Indenture). The 2026 Notes will
be senior unsecured obligations of the Company and will be
guaranteed by the Guarantors on a senior unsecured basis.
The 2026 Notes will have the same terms as, and will be treated
as a single series with, the Companys outstanding $300,000,000
aggregate principal amount of 5 1/4% Senior Notes due 2026,
issued on May31, 2016 (the Existing 2026 Notes). The 2026 Notes
will also be fully fungible for tax purposes with, and will have
the same CUSIP number as, the Existing 2026 Notes. Holders of the
2026 Notes and the Existing 2026 Notes will vote as one series
under the 2026 Notes Indenture. The 2026 Notes will bear interest
at a rate of 5 1/4% per year, payable semiannually in arrears on
June1 and December1 of each year, beginning on June1, 2017. The
2026 Notes will mature on June1, 2026.
The Company may redeem any or all of the 2026 Notes at any time
or from time to time. If the Company redeems the 2026 Notes prior
to December1, 2025, the redemption price will be equal to the
greater of (a) 50% of the principal amount of the 2026 Notes
being redeemed and (b)the sum of the present values of the
remaining scheduled payments and interest on the 2026 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
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date of redemption. If the Company redeems the 2026 Notes on or
after December1, 2025, the redemption price will be equal to 50%
of the principal amount of the 2026 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 2024
Notes Indenture, with respect to the 2024 Notes, and the 2026
Notes Indenture, with respect to the 2026 Notes), holders of the
applicable Notes will have the right to require the Company to
repurchase some or all of their applicable 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 indentures governing the Notes, 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,
designating subsidiaries as unrestricted subsidiaries and
investing in unrestricted subsidiaries.
The Trustee is the trustee under the indentures governing the
Companys other outstanding notes. to the 2024 Notes Indenture and
the 2026 Notes Indenture, the Company has delivered to the
Trustee an Officers Certificate, dated as of April4, 2017,
notifying the Trustee of the issuance of the 2024 Notes and the
2026 Notes.
The foregoing description of the 2024 Notes, the Twenty-First
Supplemental Indenture and the Twenty-Fifth Supplemental
Indenture is qualified in its entirety by reference to the full
text of the Twenty-First Supplemental Indenture (including the
form of 2024 Notes), which is attached as Exhibit 4.1 to the
Companys Current Report on Form 8-K, filed with the Securities
and Exchange Commission (the SEC) on November6, 2014, and is
incorporated herein by reference and the full text of the
Twenty-Fifth Supplemental Indenture, which is attached as Exhibit
4.12 to the Companys Current Report on Form 8-K, filed with SEC
on October5, 2015, and is incorporated herein by reference.
The foregoing description of the 2026 Notes and the
Twenty-Seventh Supplemental Indenture is qualified in its
entirety by reference to the full text of the Twenty-Seventh
Supplemental Indenture (including the form of 2026 Notes), which
is attached as Exhibit 4.1 to the Companys Current Report on Form
8-K, filed with the SEC on May31, 2016, 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 Item 1.01 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 March30, 2017,
the Company entered into an underwriting agreement
(theUnderwriting Agreement), by and among the Company, the
Guarantors and Mizuho Securities USA Inc., as underwriter (the
Underwriter), relating to the sale by the Company of the
Notes.
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.
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|
Exhibit No. |
Description of Exhibit |
|
| 1.1 |
Underwriting Agreement, dated as of March30, 2017, by and among the Company, the Guarantors and Mizuho Securities USA Inc., relating to the offer and sale of the Notes. |
|
| 4.1 |
Twenty-First Supplemental Indenture, dated as of November6, 2014, by and among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the SEC on November6, 2014. |
|
| 4.2 |
Twenty-Fifth Supplemental Indenture, dated as of October1, 2015, by and among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.12 to the Companys Current Report on Form 8-K, filed with the SEC on October5, 2015. |
|
| 4.3 |
Twenty-Seventh Supplemental Indenture, dated as of May31, 2016, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the SEC on May31, 2016. |
|
| 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. CALATLANTIC GROUP, INC. (NYSE:CAA) Recent Trading Information
CALATLANTIC GROUP, INC. (NYSE:CAA) closed its last trading session up +0.06 at 37.20 with 812,536 shares trading hands.