THE RYLANDGROUP, INC. (a Marylandcorporation) $250,000,000 6.875% SeniorNotes due 2013 Terms Agreement

EX-1.2 3 a06-13021_1ex1d2.htm EX-1

Exhibit 1.2

 

THE RYLAND GROUP, INC.

 

(a Maryland corporation)

 

$250,000,000

 

6.875% Senior Notes due 2013

 

Terms Agreement

 

 

May 30, 2006

 

To:                              The Ryland Group, Inc.

24025 Park Sorrento

Suite 400

Calabasas, California  91302

 

Dear Sirs:

 

Reference is made to The Ryland Group, Inc. Debt Securities Second Amended and Restated Underwriting Agreement Basic Provisions, dated May 30, 2006 (the “Underwriting Agreement”). This Agreement is the Terms Agreement referred to in the Underwriting Agreement. We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement, the following securities (“Securities”) on the following terms:

 

Title:

6.875% Senior Notes due 2013


Principal Amount
to be Issued:

$250,000,000


Date of Maturity:

June 15, 2013


Interest Payment:


June 15 and December 15 of each year, commencing December 15, 2006


Public Offering Price:


99.854% of the aggregate principal amount plus accrued interest, if any, from and including June 6, 2006.


Purchase Price:


99.229% (payable in immediately available funds)


Underwriting Commission:


0.625%

 


 

2

 

Redemption Provisions:

The Securities may be redeemed by you in whole or in part at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (the yield to maturity of the United States Treasury security, selected by a primary U.S. Government securities dealer, having a maturity comparable to the remaining term of the Securities being redeemed) plus 30 basis points, plus, in each case, accrued and unpaid interest on the Securities to the redemption date.


Subsidiary Guarantees:


Fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the subsidiaries listed on the signature page hereto.


Delayed Delivery
Contracts:

None


Closing Date and
Location:


June 6, 2006, 10:00 A.M. (New York Time);
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY  10017


Joint Book-Running Managers and Representatives:

Citigroup Global Markets Inc. and UBS Securities LLC


Additional
Co-Managers,
if any:

Barclays Capital Inc. and Greenwich Capital Markets, Inc.


Additional
Underwriters,

 

if any:

None

 


 

3

 

All provisions contained in the Underwriting Agreement, a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein.

 

The Company and the Subsidiary Guarantors jointly and severally represent and warrant to us that the representations and warranties of the Company and the Subsidiary Guarantors set forth in Section 1 of the Underwriting Agreement are accurate as though expressly made at and as of the date hereof. Except as otherwise provided above, all of the provisions contained in the Underwriting Agreement, a copy of which is attached hereto as Annex A, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. The term “registration statement” appearing in Section 1(a) of the Underwriting Agreement shall be deemed to refer to the Registration Statement on Form S-3 (file number 333-124000) initially filed with the Commission on April 11, 2005.

 

As contemplated by Section 2 of the Underwriting Agreement, attached as Schedule A hereto is a completed list of our underwriting commitment, which shall be a part of this Agreement and the Underwriting Agreement. As contemplated by Section 1 of the Underwriting Agreement, attached as Schedule 1 hereto is a complete list of the Issuer Free Writing Prospectuses, which shall be a part of this Agreement and the Underwriting Agreement.

 

This Agreement shall be governed by the laws of the State of New York.

 


 

If the foregoing is in accordance with your understanding of the agreement between the Underwriters and you, please sign and return to the Underwriters a counterpart hereof, whereupon this instrument along with all counterparts and together with the Underwriting Agreement shall be a binding agreement between the Underwriters and you in accordance with its terms and the terms of the Underwriting Agreement.

 

 

Very truly yours,

 

 

 

CITIGROUP GLOBAL MARKETS, INC.

 

UBS SECURITIES LLC

 

BARCLAYS CAPITAL INC.

 

GREENWICH CAPITAL MARKETS, INC.

 

 

 

 

 

By: Citigroup Global Markets, Inc.

 

 

 

 

 

By:

/s/ Brian Bednarski

 

 

 

Name: Brian Bednarski

 

 

Title: Director

 

 

 

and

 

 

 

By:  UBS Securities LLC

 

 

 

By:

/s/ Christian Stewart

 

 

 

Name: Christian Stewart

 

 

Title: Managing Director

 

 

 

 

and

 

 

 

By:

/s/ Jordan Matousow

 

 

 

Name: Jordan Matousow

 

 

Title: Associate Director

 

 

 

Confirmed and accepted as of

the date first above written:

 

THE RYLAND GROUP, INC.

 

By:

/s/ R. Chad Dreier

 

 

Name: R. Chad Dreier

 

Title: Chairman, President and
Chief Executive Officer

 

(Signature page continued on next page)

 


 

Confirmed and accepted as of
the date first above written:

 

Convest Management Corporation (1)
Moore’s Orchard, LLC (2)
RH at Emory Grove, LLC (3)
RH at Mount Hebron, LLC (2)
RH Builders of Indiana, Inc. (1)
RH Investment of Indiana, Inc. (1)
RH of Indiana, L.P. (4)
RH of Maryland, LLC (5)
RH of Texas Limited Partnership (6)
RH Organization, Inc. (1)
Ryland Communities, Inc. (1)
Ryland Golf Course At The Colony, Inc. (1)
Ryland Homes Investment-Texas, Inc. (1)
Ryland Homes Nevada, LLC (7)
Ryland Homes of Texas, Inc. (1)
Ryland Homes of Arizona, Inc. (1)
Ryland Homes of California, Inc. (1)
Ryland Organization Company (1)
Ryland Ventures, Inc. (1)
Ryland Ventures II, Inc. (1) 
Ryland Ventures III, Inc. (1)
Ryland Ventures IV, Inc. (1) 
The Regency Organization, Inc. (1)
The Ryland Corporation (1)

 

(Signature page continued on next page)

 


 

(1)

By:

/s/ Cathey S. Lowe

 

 

 

Name: Cathey S. Lowe

 

 

Title: Treasurer

 

(2)

By:

Ryland Ventures III, Inc.

 

 

Its: General Manager

 

 

 

 

 

By:

/s/ Cathey S. Lowe

 

 

 

 

Name: Cathey S. Lowe

 

 

 

Title: Treasurer

 

(3)

By:

Ryland Ventures III, Inc.

 

 

Its: Managing Member

 

 

 

 

 

By:

/s/ Cathey S. Lowe

 

 

 

 

Name: Cathey S. Lowe

 

 

 

Title: Treasurer

 

(4)

By:

RH Builders of Indiana, Inc.

 

 

Its: General Partner

 

 

 

 

 

By:

/s/ Cathey S. Lowe

 

 

 

 

Name: Cathey S. Lowe

 

 

 

Title: Treasurer

 

(5)

By:

Ryland Ventures, Inc.

 

 

Its: General Manager

 

 

 

 

 

By:

/s/ Cathey S. Lowe

 

 

 

 

Name: Cathey S. Lowe

 

 

 

Title: Treasurer

 

(6)

By:

Ryland Homes of Texas, Inc.

 

 

Its: General Partner

 

 

 

 

 

By:

/s/ Cathey S. Lowe

 

 

 

 

Name: Cathey S. Lowe

 

 

 

Title: Treasurer

 

(7)

By:

The Ryland Group, Inc.

 

 

Its: General Partner

 

 

 

 

 

By:

/s/ Cathey S. Lowe

 

 

 

 

Name: Cathey S. Lowe

 

 

 

Title: Treasurer

 


 

SCHEDULE A

 

Underwriter

 

Principal Amount of Securities
to be Purchased

 

 

 

Citigroup Global Markets Inc.

 

 

$87,500,000

 

 

 

 

 

 

UBS Securities LLC

 

 

$87,500,000

 

 

 

 

 

 

Barclays Capital Inc.

 

 

$37,500,000

 

 

 

 

 

 

Greenwich Capital Markets, Inc.

 

 

$37,500,000

 

 

 

 

 

 

Total

 

 

$250,000,000