0001013594-14-000478.txt : 20140627 0001013594-14-000478.hdr.sgml : 20140627 20140627170309 ACCESSION NUMBER: 0001013594-14-000478 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140627 DATE AS OF CHANGE: 20140627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Century Communities, Inc. CENTRAL INDEX KEY: 0001576940 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 680521411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88203 FILM NUMBER: 14946594 BUSINESS ADDRESS: STREET 1: 8390 E. CRESCENT PKWY., SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303.770.8300 MAIL ADDRESS: STREET 1: 8390 E. CRESCENT PKWY., SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Luxor Capital Group, LP CENTRAL INDEX KEY: 0001316580 IRS NUMBER: 201394199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 century13g-062714.htm JUNE 27, 2014 century13g-062714.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13G
(RULE 13d - 102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
 
(Amendment No. )*
 
Century Communities, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
156504300
(CUSIP Number)
 
June 17, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]           Rule 13d-1(b)
 
[x]           Rule 13d-1(c)
 
[ ]           Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
548,440
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
548,440
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
548,440
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.6%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Marsa A LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
889,456
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
889,456
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
889,456
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.1%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Marsa B LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
175,104
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
175,104
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
175,104
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 

 


 

 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
LCG Holdings, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,613,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,613,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,613,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
7.5%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Group, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
548,440
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
548,440
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
548,440
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.6%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Management, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
548,440
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
548,440
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
548,440
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.6%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Christian Leone
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,613,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,613,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,613,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
7.5%
   
12.
TYPE OF REPORTING PERSON
   
 
IN

 
 

 


 
Item 1(a).
Name of Issuer:
 
Century Communities, Inc. (“Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
 
Item 2(a).
Name of Persons Filing:
 
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
 
 
Ÿ
Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”);
 
 
Ÿ
Marsa A LLC., a Delaware limited liability company (“Marsa A”);
 
 
Ÿ
Marsa B LLC., a Delaware limited liability company (“Marsa B”);
 
 
Ÿ
LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”);
 
 
Ÿ
Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”);
 
 
Ÿ
Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”);  and
 
 
Ÿ
Christian Leone, a United States citizen (“Mr. Leone”).
 
LCG Holdings is the general partner of the Onshore Fund and the managing member of each of Marsa A and Marsa B (collectively, the “Funds”). Luxor Capital Group acts as the investment manager of the Onshore Fund.  Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. Mr. Leone is the managing member of LCG Holdings.
 
                By virtue of these relationships, each of Luxor Capital Group and Luxor Management may be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) beneficially owned by the Onshore Fund. By virtue of these relationships, each of LCG Holdings and Mr. Leone may be deemed to have voting and dispositive power with respect to the shares of Common Stock owned directly by the Funds.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The principal business address of each of the Onshore Fund, Marsa A, Marsa B, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, New York 10036.
 
Item 2(c).
Citizenship:
 
Mr. Leone is a citizen of the United States.
 
Each of Marsa A, Marsa B, Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.
 
Each of the Onshore Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.
 
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, $0.01 par value per share (the “Common Stock”)
 
 
 
 

 
 
 
Item 2(e).
CUSIP Number:
 
156504300
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
       
 
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 
Item 4.                      Ownership.
 
(a)           Amount beneficially owned:
 
As of the close of business on June 17, 2014,
 
 
(i)
The Onshore Fund directly owned 548,440 shares of Common Stock;
 
 
(ii)
Marsa A directly owned 889,456 shares of Common Stock;
 
 
(iii)
Marsa B directly owned 175,104 shares of Common Stock.
 
 
(iv)
LCG Holdings, as the general partner of the Onshore Fund and the managing member of each of Marsa A and Marsa B may be deemed to have beneficially owned the 1,613,000 shares of Common Stock owned directly by the Funds;
 
 
(v)
Luxor Capital Group, as the investment manager of the Onshore Fund, may be deemed to have beneficially owned the 548,440 shares of Common Stock beneficially owned by the Onshore Fund;
 
 
 
 

 
 
 
(vi)
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 548,440 shares of Common Stock beneficially owned by Luxor Capital Group; and
 
 
(vii)
Mr. Leone, as the managing member of each of Luxor Management and LCG Holdings, may be deemed to have beneficially owned the 1,613,000 shares of Common Stock beneficially owned in the aggregate by Luxor Management and LCG Holdings, .
 
(b)           Percent of Class:
 
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 21,452,587 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, with the Securities and Exchange Commission on June 18, 2014. As of the close of business on June 17, 2014,
 
 
(i)
The Onshore Fund beneficially owned approximately 2.6% of the outstanding shares of Common Stock;
 
 
(ii)
Marsa A beneficially owned approximately 4.1% of the outstanding shares of Common Stock;
 
 
(iii)
Marsa B beneficially owned less than 1% of the outstanding shares of Common Stock;
 
 
(iv)
Each of Luxor Capital Group and Luxor Management may be deemed to have beneficially owned approximately 2.6% of the outstanding shares of Common Stock; and
 
 
(v)
Each of LCG Holdings and Mr. Leone may be deemed to have beneficially owned approximately 7.5% of the outstanding shares of Common Stock.
 
(c)
Number of shares as to which such person has:
 
(i)           Sole power to vote or to direct the vote of Common Stock:
 
See Cover Pages Items 5-9.
 
(ii)          Shared power to vote or to direct the vote of Common Stock:
 
See Cover Pages Items 5-9.
 
(iii)         Sole power to dispose or to direct the disposition of Common Stock:
 
See Cover Pages Items 5-9.
 
(iv)         Shared power to dispose or to direct the disposition of Common Stock:
 
See Cover Pages Items 5-9.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
 
 
 

 
 
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit A.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification.
 
By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
 

 


 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 

Dated:
June 27, 2014
 
 
LUXOR CAPITAL PARTNERS, LP
 
By: LCG Holdings, LLC, as General Partner
       
       
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
       
       
MARSA A LLC
 
By: LCG Holdings, LLC, as Managing Member,
       
       
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
       
       
MARSA B LLC
 
By: LCG Holdings, LLC, as Managing Member
       
       
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
       
       
LUXOR CAPITAL GROUP, LP
 
By: Luxor Management, LLC, as General Partner
       
       
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
       
       

LCG HOLDINGS, LLC
       
By:
/s/ Norris Nissim
 
 
Norris Nissim,
 
 
General Counsel
 
     
     
LUXOR MANAGEMENT, LLC
     
By:
/s/ Norris Nissim
 
 
Norris Nissim,
 
 
General Counsel
 
     
     
/s/ Norris Nissim
 
Norris Nissim, as Agent
 
For Christian Leone
 

 
 

 


 
EXHIBIT A
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Century Communities, Inc. dated June 27, 2014, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 

Dated:
June 27, 2014
 
 
LUXOR CAPITAL PARTNERS, LP
 
By: LCG Holdings, LLC, as General Partner
       
       
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
       
       
MARSA A LLC
 
By: LCG Holdings, LLC, as Managing Member,
       
       
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
       
       
MARSA B LLC
 
By: LCG Holdings, LLC, as Managing Member
       
       
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
       
       
LUXOR CAPITAL GROUP, LP
 
By: Luxor Management, LLC, as General Partner
       
       
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
       
       

LCG HOLDINGS, LLC
       
By:
/s/ Norris Nissim
 
 
Norris Nissim,
 
 
General Counsel
 
     
     
LUXOR MANAGEMENT, LLC
     
By:
/s/ Norris Nissim
 
 
Norris Nissim,
 
 
General Counsel
 
     
     
/s/ Norris Nissim
 
Norris Nissim, as Agent
 
For Christian Leone
 


 
 

 


 
EXHIBIT B
 
POWER OF ATTORNEY
 
The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Kelly Skura as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
 
The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.
 
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 11, 2013.
 
/s/ Christian Leone
 
ACKNOWLEDGEMENT IN NEW YORK STATE
 
STATE OF NEW YORK    )
 
COUNTY OF NEW YORK)
 
On November 11, 2013 before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 

 

 
/s/ Megan Teixeira
 
MEGAN TEIXEIRA
Notary Public, State of NY
License #: 01TE6243087
Commission Expires: 06/13/15