CENTURY COMMUNITIES, INC. (NYSE:CCS) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
The unaudited pro forma condensed combined financial statements of Century Communities, Inc., which give effect to the Merger, as of and for the six months ended June30, 2017 and for the year ended December31, 2016, and the notes related thereto, are filed with this Current Report on Form 8-K as Exhibit 99.4 and incorporated herein by reference.
Exhibits.
|
Exhibit Number |
Description |
| 2.1 | Agreement and Plan of Merger, dated April10, 2017, by and among Century Communities, Inc., Casa Acquisition Corp., and UCP, Inc. (incorporated by reference to Exhibit 2.1 to Century Communities, Inc.’s Current Report onForm8-K,filed with the SEC on April11, 2017).* |
| 99.1 | Press Release of Century Communities, Inc., dated August4, 2017. |
| 99.2 | 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, the notes related thereto, and management’s 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). |
| 99.3 | Historical unaudited condensed consolidated financial statements of UCP, Inc. as of June30, 2017 and December31, 2016 and for the three and six months ended June30, 2017 and 2016, and the notes related thereto (incorporated by reference to UCP, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June30, 2017, filed with the SEC on August3, 2017). |
| 99.4 | Unaudited pro forma condensed combined financial statements of Century Communities, Inc., which give effect to the Merger, as of and for the six months ended June30, 2017 and for the year ended December31, 2016, and the notes related thereto. |
| * | Schedules have been omitted to Item601(b)(2) of Regulation S-K. Century Communities hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |
Forward-Looking Statements
This Current Report on Form 8-K, including the press release filed as Exhibit 99.1 hereto, contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, 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 Century Communities’ current expectations and are subject to the limitations and qualifications set forth in Century Communities’ other documents filed with the SEC. Actual events and/or results may differ materially from those projected in such forward-looking statements.
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to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August9, 2017 | CENTURY COMMUNITIES, INC. |
| By: | /s/ David Messenger |
| Name: David Messenger | |
| Title: Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit Number |
Description |
| 2.1 | Agreement and Plan of Merger, dated April10, 2017, by and among Century Communities, Inc., Casa Acquisition Corp., and UCP, Inc. (incorporated by reference to Exhibit 2.1 to Century Communities, Inc.’s Current Report onForm8-K,filed with the SEC on April11, 2017).* |
| 99.1 | Press Release of Century Communities, Inc., dated August4, 2017. |
| 99.2 | 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, the notes related thereto, and management’s 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). |
| 99.3 | Historical unaudited condensed consolidated financial statements of UCP, Inc. as of June30, 2017 and December31, 2016 and for the three and six months ended June30, 2017 and 2016, and the notes related thereto (incorporated by reference to UCP, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June30, 2017, filed with the SEC on August3, 2017). |
| 99.4 | Unaudited pro forma condensed combined financial statements of Century Communities, Inc., which give effect to the Merger, as of and for the six months ended June30, 2017 and for the year ended December31, 2016, and the notes related thereto. |
| * | Schedules have been omitted Century Communities, Inc. ExhibitEX-99.1 2 d438873dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Century Communities Completes Business Combination with UCP Creates the 16th Largest Public U.S. Homebuilder Greenwood Village,…To view the full exhibit click here
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