8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 14, 2016

UCP, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36001	90-0978085
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	99 Almaden Boulevard Suite 400 San Jose, California	95113
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 207-9499

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.    Results of Operations and Financial Condition.

On October 14, 2016, in connection with the Notes Offering described in Item 8.01 below, UCP, Inc. (the “Company”) is disclosing certain information to prospective investors in a confidential preliminary offering memorandum dated October 14, 2016 (the “Preliminary Offering Memorandum”). Although complete financial information is not yet available, the Preliminary Offering Memorandum includes preliminary estimates of certain financial results of the Company for the three and nine months ended September 30, 2016. This information, together with certain related updates regarding lot inventory as of September 30, 2016 and a potential new secured revolving credit facility, is included under the section of the Preliminary Offering Memorandum captioned “Summary—Recent Developments,” a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 8.01.    Other Events.

On October 14, 2016, the Company issued a press release made pursuant to Rule 135c promulgated under the Securities Act of 1933, as amended (the “Securities Act”), announcing that its wholly-owned subsidiaries UCP, LLC and UCP Finance Corp. intend to commence a private offering (the “Notes Offering”), subject to market and other conditions, of $200.0 million aggregate principal amount of their Senior Notes due 2021 (the “Notes”). A copy of the press release announcing the Notes Offering is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The Notes and the related subsidiary guarantees will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to certain non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes and the related subsidiary guarantees have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This report shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer of the Notes will be made only by means of the Preliminary Offering Memorandum.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Information contained under the section captioned “Summary—Recent Developments” from the Preliminary Offering Memorandum dated October 14, 2016 in connection with the Notes Offering
99.2	Press Release of UCP, Inc. dated October 14, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 14, 2016	UCP, INC.
	By:	/s/ James M. Pirrello
		James M. Pirrello
		Chief Financial Officer, Chief Accounting Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Information contained under the section captioned “Summary—Recent Developments” from the Preliminary Offering Memorandum dated October 14, 2016 in connection with the Notes Offering
99.2	Press Release of UCP, Inc. dated October 14, 2016

EX-99.1

Exhibit 99.1

Recent Developments

Preliminary Financial Information

We are in the process of finalizing UCP’s consolidated financial results for the three and nine months ended September 30, 2016. Set forth below are certain preliminary estimates for the three and nine months ended September 30, 2016, based on the most current information available to management as of the date of this offering memorandum. Our actual results may differ materially from these estimates due to the completion of UCP’s financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for the three and nine months ended September 30, 2016 are finalized.

The following table sets forth selected preliminary operating data for UCP on a consolidated basis for the three and nine months ended September 30, 2016.

	Three Months Ended September 30,				Increase (Decrease)						Nine Months Ended September 30,				Increase (Decrease)
	2016		2015		Amount			%			2016		2015		Amount			%
	($ in thousands)										($ in thousands)
Homebuilding
Revenue	$	89,840	$	70,284	$	19,556			27.8	%	$	239,480	$	163,705	$	75,775			46.3	%
Net new home orders(1)		247		216		31			14.4	%		701		676		25			3.7	%
New homes delivered		199		202		(3	)		(1.5	)%		563		478		85			17.8	%
Land development
Revenue	$	3,900	$	1,116	$	2,784			249.5	%	$	5,322	$	3,156	$	2,166			68.6	%
Lots delivered		65		0		65			–			65		114		(49	)		(43.0	)%
Backlog(2) at end of period
Aggregate sales value	$	157,176	$	120,834	$	36,342			30.1	%	$	157,176	$	120,834	$	36,342			30.1	%
Units		387		288		99			34.4	%		387		288		99			34.4	%

(1) “Net new home orders” refers to new home sales contracts reduced by the number of sales contracts cancelled during the relevant period.

(2) “Backlog” refers to homes under sales contracts that have not yet closed at the end of the relevant period. Sales contracts relating to homes in backlog may be cancelled by the purchaser for a number of reasons, such as the prospective purchaser’s inability to obtain suitable mortgage financing. Upon a cancellation, the escrow deposit is returned to the prospective purchaser (other than with respect to certain design-related deposits, which we retain). Accordingly, backlog may not be indicative of our future revenue.

We currently expect to record an impairment charge to our goodwill related to the Citizens Acquisition of approximately $4.2 million as of September 30, 2016. We currently expect to reduce the carrying value of the contingent consideration obligation relating to the Citizens Acquisition by $2.4 million to approximately $0.3 million as of September 30, 2016. The net result of these adjustments is approximately $1.8 million of increased expense for the three months ended September 30, 2016.

We expect to complete UCP’s financial closing procedures for the three and nine months ended September 30, 2016 in late October 2016. The preliminary unaudited financial data for the three and nine months ended September 30, 2016 included in this offering memorandum have been prepared by, and are the responsibility of, our management and have not been reviewed or audited or subject to any other procedures by our independent registered public accounting firm. Accordingly, our independent registered public accounting firm is not expressing an opinion or any other form of assurance with respect to the preliminary unaudited financial data.

Lot Inventory

As of June 30, 2016, we owned or controlled, pursuant to purchase or option contracts, an aggregate of 5,547 lots. Subsequent to June 30, 2016, we have acquired 270 residential lots for an aggregate purchase price of $7.7 million and entered into purchase contracts to acquire 1,247 additional residential lots. If we complete all of these pending acquisitions, the aggregate purchase price for these lots would be $31.9 million. No assurance can be given that we will consummate these acquisitions as currently contemplated.

Potential Secured Revolving Acquisition and Development Loan Facility

We are currently negotiating a secured revolving credit agreement with a commercial bank, borrowings under which would be used for our ordinary course acquisition, development and construction activities. It is contemplated that any such loan would allow for borrowings of up to $25 million, mature in two years and be secured by a portion of our lots located in California. No assurance can be given that we will enter into such a facility or, if we do, that the terms thereof will match those described above.

EX-99.2

Exhibit 99.2

UCP Announces Proposed Offering of Senior Notes due 2021

San Jose, California, October 14, 2016 (BUSINESS WIRE)—UCP, Inc. (NYSE: UCP) announced today that its primary operating subsidiary, UCP, LLC, and UCP Finance Corp., a wholly-owned finance subsidiary (together with UCP, LLC, the “Issuers”), intend to commence a private offering of $200.0 million aggregate principal amount of their Senior Notes due 2021 (the “Notes”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain of UCP, LLC’s existing and future subsidiaries.

The Issuers intend to use the net proceeds from this offering to repurchase or repay substantially all of the outstanding debt of UCP, Inc. and its subsidiaries, including UCP, Inc.’s 8.5% senior notes due 2017, and for general corporate purposes, including the acquisition and development of land and home construction.

The Notes and the related guarantees will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to certain non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer of the Notes will be made only by means of a private offering memorandum.

About UCP, Inc.

UCP, Inc. is a homebuilder and land developer with expertise in residential land acquisition, entitlement, and development, as well as home design, construction and sales. UCP, Inc. operates in the States of California, Washington, North Carolina, South Carolina and Tennessee. UCP, Inc. designs and builds single-family homes for a variety of lifestyles and budgets through its wholly-owned subsidiary, Benchmark Communities, LLC.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “project,” “goal,” “intend,” “continue” or other similar expressions. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated due to a number of factors, including, but not limited to, those described in the “Risk Factors” section of UCP, Inc.’s most recent Annual Report on Form 10-K, as may be updated from time to time in UCP, Inc.’s periodic filings with the Securities and Exchange Commission (the “SEC”), all of which are available free of charge on the SEC’s website at www.sec.gov.

Any forward-looking statement made by UCP, Inc. herein, or elsewhere, speaks only as of the date on which it was made. New risks and uncertainties come up from time to time, and it is impossible for UCP, Inc. to predict these events or how they may affect it. UCP, Inc. expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Source: UCP, Inc.

Investor Relations:

Investorrelations@unioncommunityllc.com

408-207-9499 Ext. 476

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