CENTURY COMMUNITIES, INC. (NYSE:CCS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Purchase Agreement
On May9, 2017, Century Communities, Inc. (the Company) and its
subsidiary guarantors party thereto (the Guarantors) entered into
a Purchase Agreement (the Purchase Agreement) with J.P. Morgan
Securities LLC, as representative of the initial purchasers named
on Schedule A thereto (the Initial Purchasers), with respect to a
private offering of $400 million in aggregate principal amount of
the Companys 5.875% Senior Notes due 2025 (the Notes) at an issue
price of 50%. The Notes were sold and issued in a private
offering, exempt from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act), to
qualified institutional buyers in reliance on Rule 144A under the
Securities Act, and to certain non-U.S. persons in transactions
outside the United States in reliance on Regulation S under the
Securities Act. The offering of the Notes closed on May12, 2017
(the Closing Date). The Company intends to use a portion of the
net proceeds from the offering for the repayment of outstanding
debt under its revolving credit facility, and to the extent not
used for such purpose, the Company intends to use the remainder
of the net proceeds from the offering for general corporate
purposes, which may include among other things, working capital
and acquisitions, including the previously announced merger
transaction with UCP, Inc.
The Purchase Agreement contains customary representations,
warranties and covenants by the Company and the Guarantors, and
customary closing conditions. Under the terms of the Purchase
Agreement, the Company and Guarantors have agreed to indemnify
the Initial Purchasers and their controlling persons against
certain liabilities or to contribute to payments the Initial
Purchasers may be required to make in respect of those
liabilities.
The foregoing description of the Purchase Agreement contained
herein does not purport to be complete and is qualified in its
entirety by reference to the complete terms of the Purchase
Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Registration Rights Agreement
On the Closing Date, in connection with the sale and issuance of
the Notes, the Company and the Guarantors entered into a
Registration Rights Agreement (the Registration Rights Agreement)
with J.P. Morgan Securities LLC, on behalf of the Initial
Purchasers, with respect to the Notes. Under the Registration
Rights Agreement, the Company and the Guarantors have agreed,
subject to certain exceptions, to (i)file a registration
statement (the Exchange Offer Registration Statement) with the
U.S. Securities and Exchange Commission (the SEC), with respect
to a registered offer to exchange the Notes for new notes of the
Company having terms substantially identical in all material
respects to the Notes (the Exchange Notes), within 180 days after
the Closing Date, (ii)use commercially reasonable efforts to
cause the Exchange Offer Registration Statement to be declared
effective under the Securities Act within 240 days after the
Closing Date, (iii)consummate the exchange offer as soon as
practicable after the effectiveness of the Exchange Offer
Registration Statement, but in no event later than 270 days after
the Closing Date, and (iv)keep the exchange offer open for not
less than 30 days (or longer if required by applicable law).
Under certain circumstances, including if the Company is unable
to consummate an exchange offer within 270 days after the Closing
Date, the Company may be required to file a shelf registration
statement with respect to the Notes. If the Company defaults on
certain of its requirements under the Registration Rights
Agreement, the Company has agreed to pay under certain
circumstances additional interest to the holders of the affected
Notes at a rate of 0.25%per annum for the first 90-day period
immediately following the occurrence of such default, with such
rate increasing by an additional 0.25%per annum with respect to
each subsequent 90-day period until all such defaults have been
cured, up to a maximum additional interest rate of 1.0%per annum.
The foregoing description of the Registration Rights Agreement
contained herein does not purport to be complete and is qualified
in its entirety by reference to the complete terms of the
Registration Rights Agreement, a copy of which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
Indenture; 5.875% Senior Notes due 2025
On the Closing Date, the Company and the Guarantors entered into
an Indenture (the Indenture) with U.S. Bank National Association,
as trustee (the Trustee), to which the Notes were issued.
The Notes will mature on July15, 2025. Interest is payable on the
Notes semi-annually in cash in arrears on January15 and July15 of
each year, beginning on July15, 2017, and will accrue from the
Closing Date.
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The Notes are general unsecured senior obligations of the Company
and are guaranteed on an unsecured senior basis by the
Guarantors. The Notes and the guarantees are subordinated to all
of the Companys and the Guarantors existing and future secured
debt to the extent of the assets securing that secured debt. In
addition, the Notes are effectively subordinated to all of the
liabilities of the Companys subsidiaries that are not
guaranteeing the Notes.
If the Company experiences certain change of control events, each
holder of Notes will have the right to require the Company to
repurchase such holders Notes at a cash purchase price equal to
101% of the principal amount thereof on the date of repurchase
plus accrued and unpaid interest, if any, to, but excluding, the
date of repurchase. The Notes will be redeemable on or after
July15, 2020 at certain specified redemption prices as set forth
under the Indenture. In addition, the Company may redeem up to
50% of the Notes before July15, 2020 at a make-whole premium, and
up to 35% of the Notes before July15, 2020, with the net cash
proceeds from certain equity offerings.
The Indenture contains covenants that, among other things,
restrict the Companys ability and the ability of certain of the
Companys subsidiaries to: incur or guarantee additional
indebtedness; create liens on assets; pay dividends or purchase
or redeem its capital stock; prepay, redeem or repurchase certain
debt; enter into agreements restricting the ability of the
Companys subsidiaries to pay dividends; make certain investments;
sell assets; issue preferred stock; enter into transactions with
its affiliates; or effect a consolidation or merger. These
covenants are subject to a number of important qualifications and
exceptions.
The Notes and the related guarantees have not been registered
under the Securities Act or the securities laws of any other
jurisdiction. Unless they are registered, the Notes may be
offered only in transactions that are exempt from registration
under the Securities Act or the securities laws of any other
jurisdiction.
The foregoing description of the Indenture and the Notes
contained herein does not purport to be complete and is qualified
in its entirety by reference to the complete terms of the
Indenture and the form of the Notes, which are filed as Exhibits
4.1 and 4.2, respectively, to this Current Report on Form 8-K,
and each of which is incorporated herein by reference.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item1.01 of this Current Report on
Form 8-K is incorporated into this Item2.03 by reference.
This Current Report on Form 8-K does not constitute an offer to
sell or a solicitation of an offer to purchase the Notes or any
other securities, and shall not constitute an offer, solicitation
or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
Forward-Looking Statements
This Current Report on Form 8-K contains 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 SEC. Actual events and/or results
may differ materially from those projected in such
forward-looking statements.
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| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
|
Exhibit Number |
Description |
|||
| 4.1 |
Indenture (including form of 5.875% Senior Notes Due 2025), dated as of May12, 2017, among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee. |
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| 4.2 |
Form of 5.875% Senior Notes due 2025 (included as Exhibit A to Rule 144A/Regulation S Appendix to Exhibit 4.1). |
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| 10.1 |
Purchase Agreement, dated May9, 2017, among Century Communities, Inc., the Guarantors party thereto, and J.P. Morgan Securities LLC, as representative of the initial purchasers named on Schedule A thereto. |
|||
| 10.2 |
Registration Rights Agreement, dated as of May12, 2017, by and among Century Communities, Inc., the Guarantors party thereto, and J.P. Morgan Securities LLC, on behalf of the initial purchasers. |
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CENTURY COMMUNITIES, INC. (NYSE:CCS) Recent Trading Information
CENTURY COMMUNITIES, INC. (NYSE:CCS) closed its last trading session up +0.05 at 25.65 with 320,295 shares trading hands.