THE RYLAND GROUP, INC. (a Maryland corporation) $250,000,000 5.375% Senior Notes due 2015 Terms Agreement January 6, 2005 To: The Ryland Group, Inc. 24025 Park Sorrento Suite 400 Calabasas, California 91302

Contract Categories: Business Finance - Note Agreements
EX-1.2 3 w04682exv1w2.htm EXHIBIT 1.2 exv1w2
 

EXHIBIT 1.2

THE RYLAND GROUP, INC.

(a Maryland corporation)

$250,000,000

5.375% Senior Notes due 2015

Terms Agreement

                                                                  January 6, 2005

             
To:
  The Ryland Group, Inc.        
  24025 Park Sorrento        
  Suite 400        
  Calabasas, California 91302        

Dear Sirs:

     Reference is made to The Ryland Group, Inc. Amended and Restated Underwriting Agreement Basic Provisions, dated January 6, 2005 (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:
  5.375% Senior Notes due 2015
 
   
Principal Amount to be Issued:
   $250,000,000 
 
   
Date of Maturity:
  January 15, 2015
 
   
Interest Payment:
  January 15 and July 15 of each year, commencing July 15, 2005
 
   
Public Offering Price:
  99.556% of the aggregate principal amount plus accrued interest, if any, from and including January 11, 2005.
 
   
Purchase Price:
  98.906% (payable in immediately available funds)
 
   
Underwriting Commission:
  0.650%

 


 

     
  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 20 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:
  January 11, 2005, 7:00 A.M. (Pacific Time); Simpson Thacher & Bartlett LLP 1999 Avenue of the Stars, 29th Floor Los Angeles, California 90067
 
   
Joint Book-Running Managers and Representatives:
  Banc of America Securities LLC and UBS Securities LLC
 
   
Additional
Co-Managers,
if any:
  Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc.
 
   
Additional
Underwriters,
if any:
  None

Other Terms:

     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.

 


 

 3

     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 Statements on Form S-3 (file numbers 333-121469, 333-113756 and 333-100167) initially filed with the Commission on December 20, 2004, March 19, 2004 and September 27, 2002, respectively.

     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.

     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,
 
       
    BANC OF AMERICA SECURITIES LLC
UBS SECURITIES LLC
WACHOVIA CAPITAL MARKETS, LLC
J.P. MORGAN SECURITIES INC.
 
       
  By:   Banc of America Securities LLC
 
       
  By:   /s/ Peter J. Carbone
     
Name: Peter J. Carbone
Title: Vice President
 
       
    and
 
       
  By:   UBS Securities LLC
 
       
  By:   /s/ Christian Stewart
     
Name: Christian Stewart
Title: Executive Director
 
       
  By:   /s/ Michael Ravanesi
     
Name: Michael Ravanesi
Title: Director
         
Confirmed and accepted as of    
the date first above written:    
 
       
THE RYLAND GROUP, INC.    
 
       
By:
  /s/ Gordon A. Milne    
 
Name: Gordon A. Milne
Title: Executive Vice President and Chief Financial 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)

           
(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

         
    Principal Amount  
    of Securities  
Underwriter   to be Purchased  
Banc of America Securities LLC
    75,000,000  
 
       
UBS Securities LLC
    75,000,000  
 
       
Wachovia Capital Markets, LLC
    50,000,000  
 
       
J.P. Morgan Securities Inc.
    50,000,000  
 
     
 
       
Total
  $ 250,000,000  

 


 

ANNEX A