ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 6, 2020, M.D.C. Holdings, Inc. (the "Company") and certain of its subsidiaries entered into an Underwriting Agreement with Citigroup Global Markets Inc. and U.S. Bancorp Investments, Inc., as representatives (the "Representatives") of the underwriters named therein, in connection with the offering and sale of an aggregate principal amount of $300 million of 3.850% Senior Notes due 2030 (the "Notes"). The offering is being made pursuant to the Company's registration statement on Form S-3 (Registration No. 333-232327), as supplemented by the prospectus supplement dated January 6, 2020.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

The Company expects to receive proceeds, net of underwriting discount, of approximately $298.1 million. The offering of the Notes is expected to close on January 9, 2020.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS





(d)   Exhibits


The following exhibit is furnished as part of this Current Report on Form 8-K.

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