M.D.C. Holdings, Inc. ("MDC") announced that it has commenced a consent solicitation with respect to certain proposed amendments to each Series of Notes (the "Consent Solicitation") of each registered holder of MDC's 3.850% Senior Notes due 2030  (the "2030 Notes"), 2.500% Senior Notes due 2031 (the "2031 Notes"), 6.000% Senior Notes due 2043 (CUSIP No. 552676AQ1) (the "2043 Notes") and 3.966% Senior Notes due 2061 (the "2061 Notes" and, together with the 2030 Notes, the 2031 Notes, and the 2043 Notes, the "Notes" and, each series of the Notes, a "Series") issued under that indenture, dated as of December 3, 2002 (the "Base Indenture"), among MDC and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) as trustee (the "Trustee"), as supplemented by that supplemental indenture, dated as of January 9, 2020, with respect to the 2030 Notes, that supplemental indenture dated as of January 11, 2021, with respect to the 2031 Notes, that supplemental indenture, dated as of January 10, 2013, with respect to the 2043 Notes, and that supplemental indenture, dated as of August 6, 2021, with respect to the 2061 Notes (each of the foregoing, a "Supplemental Indenture" and the Base Indenture as so supplemented by each Supplemental Indenture, the "Indenture" of such Series). Consent Solicitation: Upon the terms and subject to the conditions described in the Solicitation Materials (as defined below), MDC is soliciting consents from holders to amend Section 4.03 of each Supplemental Indenture applicable to each series of Notes (the "Proposed Amendments") to confirm MDC's interpretation of the Indenture relating to each Series of Notes that, following the consummation of the Merger with Sekisui House Ltd. and the resulting delisting of its common stock and the 2043 Notes from the New York Stock Exchange, it is permitted to report certain financial and related information to holders privately.

In addition, as part of the Proposed Amendments, MDC will agree to make such information available on a private website and to hold quarterly calls with management. MDC is offering cash payments in the amount of $2.50 per $1,000 notional value of Notes to each holder who validly delivers and does not validly revoke its consent to the Proposed Amendments in the manner described in the Solicitation Materials on or prior to the Expiration Time (the "Aggregate Consent Payment" and, collectively the "Aggregate Consent Payments") for the benefit of the applicable holders, subject to satisfaction or waiver of certain conditions, including the receipt of valid consents, with respect to any Series, of a majority in aggregate principal amount of each such Series (the "Requisite Consent"). If the Requisite Consents are obtained for a particular Series, each Supplemental Indenture amendment will become effective, and the Aggregate Consent Payments will be paid for each Series of Notes for which such Requisite Consents have been obtained and nonconsenting holders will be bound by the New Supplemental Indentures but will not be entitled to receive any of the applicable Aggregate Consent Payment.

MDC anticipates that, promptly after receipt of the Requisite Consents of each Series at or prior to the Expiration Time (such time, the "Effective Time"), MDC will give notice to the Trustee that the Requisite Consents of such Series have been obtained and MDC and the Trustee will execute a supplemental indenture (a "New Supplemental Indenture") to the Indenture to give effect to the Proposed Amendments. If the New Supplemental Indentures are entered into, then the New Supplemental Indentures will become effective as of the Effective Time and will thereafter bind all holders of the Notes of the applicable Series, including those that did not deliver timely and valid consents.  If consents relating to any Notes either are not validly delivered or are subsequently validly revoked and not properly redelivered at or prior to the Expiration Time, holders of such Notes will not receive any of the applicable Aggregate Consent Payment even if the Proposed Amendment will become effective with respect to such Series.  The Consent Solicitation will expire at 5:00 p.m., New York City time, on July 29, 2024 (unless earlier extended or terminated by MDC in its sole discretion) (the "Expiration Time"). Payment of the Aggregate Consent Payments with respect to each Series will be made promptly after the Expiration Time. MDC, in its sole discretion, may terminate the consent solicitation with respect to one or more Series without the obligation to make any cash payments at any time prior to the Effective Time, whether or not the Requisite Consents have been received with respect to any Series.

Except for the Proposed Amendments, all of the existing terms of the Notes and the Indenture will remain unchanged.