CENTURY COMMUNITIES, INC. (NYSE:CCS) Files An 8-K Other Events
Item8.01.
| Other Events. |
As previously announced by Century Communities, Inc. (the
Company) on April11, 2017, the Company entered into an Agreement
and Plan of Merger, dated April10, 2017, with Casa Acquisition
Corp., a Delaware corporation and its wholly-owned subsidiary
(Merger Sub), and UCP, Inc. (UCP), to which UCP will be merged
with and into Merger Sub (the UCP Merger), with Merger Sub
surviving the UCP Merger as the surviving corporation. As a
result of the UCP Merger, Merger Sub, together with the legacy
business and subsidiaries of UCP, would become direct and
indirect wholly-owned subsidiaries of the Company.
Filed as part of this Current Report on Form 8-K as (i)Exhibit
99.1 are the audited consolidated financial statements of UCP for
the periods described in Item9.01(a) of this Current Report on
Form 8-K, the related notes thereto, and the related Report of
Independent Registered Public Accounting Firm, (ii)Exhibit 99.2
are the unaudited condensed consolidated financial statements of
UCP for the periods described in Item9.01(a) of this Current
Report on Form 8-K, and the related notes thereto, and
(iii)Exhibit 99.3 is the unaudited pro forma condensed combined
financial information described in Item9.01(b) to this Current
Report on Form 8-K, and the related notes thereto, which
illustrate the effect of the proposed merger of UCP with the
Company.
The unaudited pro forma condensed combined financial information
filed as Exhibit 99.3 to this Current Report on Form 8-K is
subject to important qualifications, limitations, and exceptions
that are described in the accompanying notes thereto, and should
be read in conjunction with the Companys consolidated financial
statements and the related notes thereto included in the Companys
Annual Report on Form 10-K for the fiscal year ended December31,
2016 and the Companys Quarterly Report on Form 10-Q for the
quarterly period ended March31, 2017, and UCPs consolidated
financial statements and the related notes thereto included in
UCPs Annual Report on Form 10-K for the fiscal year ended
December31, 2016 and UCPs Quarterly Report on Form 10-Q for the
quarterly period ended March31, 2017.
Forward-Looking Statements
This Current Report on Form 8-K, including the Exhibits hereto,
contain forward-looking statements within the meaning of
Section27A of the Securities Act and Section21E of the Securities
Exchange Act of 1934, as amended, and, as such, may involve known
and unknown risks, uncertainties and assumptions. These
forward-looking statements relate to the Companys current
expectations and are subject to the limitations and
qualifications set forth in the Companys other documents filed
with the U.S. Securities and Exchange Commission. Actual events
and/or results may differ materially from those projected in such
forward-looking statements.
| Item9.01. | Financial Statements and Exhibits. |
(a) Financial statements.
The historical audited consolidated financial statements of UCP,
Inc. as of December31, 2016 and 2015 and for each of the three
years in the period ended December31, 2016, and managements
report on internal control over financial reporting as of
December31, 2016, are filed with this Current Report on Form 8-K
as Exhibit 99.1 and incorporated herein by reference.
The historical unaudited condensed consolidated financial
statements of UCP, Inc. as of March31, 2017 and December31, 2016
and for the three months ended March31, 2017 and 2016 are filed
with this Current Report on Form 8-K as Exhibit 99.2 and
incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial statements
of Century Communities, Inc., which give effect to the proposed
merger of UCP, Inc. with Century Communities, Inc., as of and for
the three months ended March31, 2017 and for the year ended
December31, 2016, are filed with this Current Report on Form 8-K
as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 23.1 |
Consent of Deloitte Touche LLP, independent registered public accounting firm for UCP, Inc. |
|
| 99.1 |
Historical audited consolidated financial statements of UCP, Inc. as of December31, 2016 and 2015 and for each of the three years in the period ended December31, 2016, and managements report on internal control over financial reporting as of December31, 2016 (incorporated by reference to UCP, Inc.s Annual Report on Form 10-K for the fiscal year ended December31, 2016, filed with the SEC on March3, 2017) |
|
| 99.2 |
Historical unaudited condensed consolidated financial statements of UCP, Inc. as of March31, 2017 and December31, 2016 and for the three months ended March31, 2017 and 2016 (incorporated by reference to UCP, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended March31, 2017, filed with the SEC on May5, 2017) |
|
| 99.3 |
Unaudited pro forma condensed combined financial statements of Century Communities, Inc., which give effect to the proposed merger of UCP, Inc. with Century Communities, Inc., as of and for the three months ended March31, 2017 and for the year ended December31, 2016 (incorporated by reference to Century Communities, Inc.s Registration Statement on Form S-4, filed with the SEC on May5, 2017) |
CENTURY COMMUNITIES, INC. (NYSE:CCS) Recent Trading Information
CENTURY COMMUNITIES, INC. (NYSE:CCS) closed its last trading session down -0.05 at 27.20 with 147,790 shares trading hands.
