CALATLANTIC GROUP, INC. (NYSE:CAA) Files An 8-K Other Events
ITEM8.01
| OTHER EVENTS |
Secondary Offering of Common Stock
On June8, 2017, CalAtlantic Group Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement), by and
among the Company, MP CA Homes LLC (the Selling Stockholder) and
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities
LLC, as representatives of the underwriters listed therein
(collectively, the Underwriters), relating to the offer and sale
by the Selling Stockholder of 10,000,000 shares of the Companys
common stock at a price to the public of $34.25 per share (the
Offering). to the Underwriting Agreement, the Selling Stockholder
granted the Underwriters a 30-day option to purchase up to
1,500,000 additional shares of common stock of the Company, which
option the Underwriters exercised on June12, 2017. The Offering
closed on June14, 2017.
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 is incorporated herein by reference.
The shares of common stock sold in the Offering were sold in a
public offering to a Registration Statement on FormS-3 (File
No.333-207309) (the Registration Statement) and a related
prospectus and prospectus supplement filed with the Securities
and Exchange Commission. The Underwriting Agreement filed as
Exhibit 1.1 is expressly incorporated by reference into the
Registration Statement.
Share Repurchase
On June5, 2017, the Company entered into a Share Repurchase
Agreement (the Repurchase Agreement), by and between the Company
and the Selling Stockholder, to which the Company agreed to
repurchase, in a private, non-underwritten transaction, shares of
the Companys common stock from the Selling Stockholder at a price
per share equal to such price paid per share by the Underwriters
to the Selling Stockholder in the Offering (the Repurchase). The
closing of the Repurchase, which was conditioned on the
consummation of the Offering, occurred on June14, 2017. In the
Repurchase, the Company acquired 3,010,008 shares of the Companys
common stock, at a price of $33.2225 per share, which shares were
retired following the closing.
The Repurchase was to, and will count toward, the Companys share
repurchase program under which the Companys board of directors
has authorized the repurchase of up to $500 million of the
Companys common stock (the Share Repurchase Program). Following
the consummation of the Repurchase, the remaining authorization
under the Share Repurchase Program is approximately $242.9
million.
The foregoing description of the Share Repurchase Agreement is
qualified in its entirety by reference to the full text of the
Share Repurchase Agreement, which is attached hereto as Exhibit
99.1, and is incorporated herein by reference.
| ITEM9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Attached hereto as exhibits are agreements and other information
relating to the Offering and the Repurchase.
|
Exhibit No. |
Description of Exhibit |
|
| 1.1 |
Underwriting Agreement, dated as of June 8, 2017, by and among the Company, MP CA Homes LLC and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the Underwriters named in Schedule I thereto, relating to the offer and sale of shares of the Companys common stock by MP CA Homes LLC. |
|
| 99.1 |
Share Repurchase Agreement, dated as of June 5, 2017, by and between the Company and MP CA Homes LLC. |
2
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.