CALATLANTIC GROUP, INC. (NYSE:CAA) Files An 8-K Other Events

CALATLANTIC GROUP, INC. (NYSE:CAA) Files An 8-K Other Events

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ITEM8.01

OTHER EVENTS

On June6, 2017, CalAtlantic Group, Inc. (the Company) announced a
proposed offering of $300 million aggregate principal amount of a
new series of senior notes due 2027. In connection with the
proposed offering of such notes, the Company is providing the
following information:

Put Right and Redemption of 1.25% Convertible Senior
Notes due 2032

The Company intends to issue a notice of redemption to the
holders of its outstanding 1.25% Convertible Senior Notes due
2032 (the 2032 Notes), to which it will redeem the 2032 Notes for
cash, at a price of one hundred percent (50%)of the principal
amount of the 2032 Notes, plus accrued and unpaid interest (the
Redemption), on August7, 2017, unless earlier repurchased or
converted. As of June6, 2017, there was $253million aggregate
principal amount of the 2032 Notes outstanding. Prior to the
consummation of the Redemption, the holders of the 2032 Notes are
entitled to require the Company to repurchase their notes at a
price of one hundred percent (50%)of the outstanding principal
amount of the 2032 Notes, plus accrued and unpaid interest, on
August1, 2017. As of the date hereof, the conversion rate for the
2032 Notes is 24.9207 shares of the Companys common stock per
$1,000 principal amount of the 2032 Notes, with a conversion
price of $40.13 per share.

Share Repurchase Program

In July 2016, the Companys Board of Directors authorized a
repurchase program for up to $500 million of the Companys common
stock (the Share Repurchase Program). The repurchases under the
Share Repurchase Program may be made, from time to time, in
negotiated transactions, on the open market or otherwise. The
Share Repurchase Program will continue in effect until terminated
by the Board of Directors. As of June6, 2017, the Company had
repurchased and retired approximately 4.7million shares of its
common stock for approximately $157.1 million under the Share
Repurchase Program, including repurchasing and retiring
approximately 687thousand shares of its common stock for
approximately $24.5 million since April1, 2017. As of June6,
2017, approximately $342.9 million remains available for
repurchases under the Share Repurchase Program.

Geographic Market Expansion

On May4, 2017, the Company announced plans to commence
homebuilding operations in Salt Lake City, Utah, the 18th largest
housing market in the United States. The new division is expected
to be established in summer 2017. As part of our strategy, we
continue to regularly review and assess other geographic market
expansion opportunities.

Preliminary Results for the First Two Months of the
Fiscal Quarter Ending June30, 2017

The Companys net new home orders for the months of April and May
2017 were 2,710, as compared to 2,708 for the same period in
2016, resulting in a May31, 2017 backlog of 7,672 units (an 8%
increase as compared to the ending backlog as of March31, 2017)
with an average selling price of $464 thousand. New home
deliveries for the months of April and May 2017 were 2,147, as
compared to 1,947 for the same period in 2016.

Net New Home Orders New Homes Delivered
Change Change

January

1,138 1,105 % %

February

1,388 1,427 (3 %) %

March

1,778 1,603 % 1,480 1,328 %

April

1,332 1,429 (7 %) 1,000 %

May

1,378 1,279 % 1,147 1,048 %

June

1,213 1,537

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This financial data is preliminary and may change materially.
In addition, this preliminary financial data for the two months
ended May31, 2017 is not necessarily indicative of the results to
be achieved for the full quarter ending June30, 2017 or any
future period. The preliminary data set forth above have been
prepared by, and are the responsibility of, our management. The
information has not been compiled or examined by our independent
auditors nor have our independent auditors performed any
procedures with respect to this information or expressed any
opinion or any form of assurance on such information. In
addition, the foregoing information is subject to revision as we
prepare our financial statements and other disclosures for the
three months ending June30, 2017, including all disclosures
required by United States generally accepted accounting
principles. Because we have not completed our normal closing and
review procedures for the quarter, and subsequent events may
occur that require material adjustments to these results, the
final results and other disclosures for the three months ending
June30, 2017 may differ materially from this information.

No Solicitation

This announcement is for informational purposes only and is
not an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities, including the
new senior notes or the 2032 Notes.

Forward-Looking Statements

This filing contains forward-looking statements. These
statements include but are not limited to the terms of the
proposed new senior notes offering, the redemption of the 2032
notes, potential share repurchases under the Share Repurchase
Program, the Companys geographic market expansion plans and its
preliminary results for the two months ended May31, 2017.
Forward-looking statements are based on the Companys current
expectations or beliefs regarding future events or circumstances,
and you should not place undue reliance on these statements. Such
statements involve known and unknown risks, uncertainties,
assumptions and other factors, many of which are out of the
Companys control and difficult to forecast, that may cause actual
results to differ materially from those that may be described or
implied. Such factors include but are not limited to: local and
general economic and market conditions, including consumer
confidence, employment rates, interest rates, the cost and
availability of mortgage financing, and stock market, home and
land valuations; the impact on economic conditions, terrorist
attacks or the outbreak or escalation of armed conflict involving
the United States; the cost and availability of suitable
undeveloped land, building materials and labor; the cost and
availability of construction financing and corporate debt and
equity capital; our significant amount of debt and the impact of
restrictive covenants in our debt agreements; our ability to
repay our debt as it comes due; changes in our credit rating or
outlook; the demand for and affordability of single-family homes;
the supply of housing for sale; cancellations of purchase
contracts by homebuyers; the cyclical and competitive nature of
the Companys business; governmental regulation, including the
impact of slow growth or similar initiatives; delays in the land
entitlement process, development, construction, or the opening of
new home communities; adverse weather conditions and natural
disasters; environmental matters; risks relating to the Companys
financial services operations; future business decisions and the
Companys ability to successfully implement the Companys
operational and other strategies; litigation and warranty claims;
and other risks discussed in the Companys filings with the
Securities and Exchange Commission, including in the Companys
Annual Report on Form 10-K for the year ended December31, 2016
and subsequent Quarterly Reports on Form 10-Q, which factors are
incorporated herein by reference. The Company assumes no, and
hereby disclaims any, obligation to update any of the foregoing
or any other forward-looking statements. The Company nonetheless
reserves the right to make such updates from time to time by
press release, periodic report or other method of public
disclosure without the need for specific reference to this
filing. No such update shall be deemed to indicate that other
statements not addressed by such update remain correct or create
an obligation to provide any other updates.

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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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