UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 6, 2015
CENTURY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-36491 | 68-0521411 | |
| (Commission File Number) | (I.R.S. Employer Identification Number) |
| 8390 East Crescent Parkway, Suite 650 Greenwood Village, Colorado |
80111 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 770-8300
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 8.01. | Other Events. |
On April 6, 2015, Century Communities, Inc. (the “Company”) issued a press release announcing the launch of its offering of its 6.875% Senior Notes due 2022. The offering will be unregistered and conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Later on the same day, April 6, 2015, the Company issued a press release announcing the pricing of its offering of $60 million of its 6.875% Senior Notes due 2022 (the “New Senior Notes”). The New Senior Notes will be additional notes issued under the indenture pursuant to which the Company’s outstanding $200 million aggregate principal amount of 6.875% Senior Notes due 2022 (the “Existing Senior Notes”) were issued. The Existing Senior Notes and the New Senior Notes will have identical terms and will be treated as a single class under the indenture. The New Senior Notes will be issued at a price equal to 98.26% of their principal amount. A copy of this press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The press releases contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E 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 Company’s current expectations and are subject to the limitations and qualifications set forth in the Company’s 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release, dated April 6, 2015, announcing launch of offering of Senior Notes | |
| 99.2 | Press release, dated April 6, 2015, announcing pricing of $60 million offering of Senior Notes | |
1
SIGNATURES
Pursuant 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: April 7, 2015 | CENTURY COMMUNITIES, INC. | |||
| By: | /s/ Dave Messenger | |||
| Name: | Dave Messenger | |||
| Title: | Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release, dated April 6, 2015, announcing launch of offering of Senior Notes | |
| 99.2 | Press release, dated April 6, 2015, announcing pricing of $60 million offering of Senior Notes | |
Exhibit 99.1
Century Communities Announces $50 million Offering of Senior Notes
Monday, April 06, 2015—Century Communities, Inc. (NYSE: CCS) (the “Company”), a leading builder of upscale single-family homes, townhomes and flats in select markets, today announced that it intends to offer, subject to market and other conditions, an additional $50 million of its 6.875% Senior Notes due 2022 (the “New Senior Notes”) in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The New Senior Notes will be additional notes issued under the indenture pursuant to which the Company’s outstanding $200 million aggregate principal amount of 6.875% Senior Notes due 2022 (the “Existing Senior Notes”) were issued. The Existing Senior Notes and the New Senior Notes will have identical terms and will be treated as a single class under the indenture.
The Company intends to use the net proceeds of this offering to repay all outstanding indebtedness under its revolving credit facility, and for the acquisition and development of land and, to the extent not used for the acquisition and development of land, for general corporate purposes.
The New Senior Notes will be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.
The New Senior Notes have not been registered under the Securities Act or the securities laws of any jurisdiction. Unless they are registered, the New Senior Notes may be offered only in transactions that are exempt from registration under the Securities Act and the applicable securities laws of any jurisdiction.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase the New Senior 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.
About Century Communities:
Founded in 2002, Colorado-based Century Communities is a builder of single-family homes, townhomes and flats in select major metropolitan markets in Colorado, Texas, Nevada, and Georgia. The Company offers a wide variety of product lines and is engaged in all aspects of homebuilding, including the acquisition, entitlement and development of land and the construction, marketing and sale of homes. To learn more about Century Communities please visit www.centurycommunities.com.
Contact Information:
Century Communities, Inc.
David Messenger, 303-770-8300
Chief Financial Officer
Exhibit 99.2
Century Communities Announces Pricing of $60 million Offering of Senior Notes
Monday, April 06, 2015—Century Communities, Inc. (NYSE: CCS) (the “Company”), a leading builder of upscale single-family homes, townhomes and flats in select markets, announced today the pricing of its offering of an additional $60 million of its 6.875% Senior Notes due 2022 (the “New Senior Notes”). The New Senior Notes will be additional notes issued under the indenture pursuant to which the Company’s outstanding $200 million aggregate principal amount of 6.875% Senior Notes due 2022 (the “Existing Senior Notes”) were issued. The Existing Senior Notes and the New Senior Notes will have identical terms and will be treated as a single class under the indenture.
The New Senior Notes will be issued at a price equal to 98.26% of their principal amount. The closing of the offering is expected to occur on or about April 9, 2015, subject to customary closing conditions.
The Company intends to use the net proceeds of this offering to repay all outstanding indebtedness under its revolving credit facility, and for the acquisition and development of land and, to the extent not used for the acquisition and development of land, for general corporate purposes.
The New Senior Notes will be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.
The New Senior Notes have not been registered under the Securities Act or the securities laws of any jurisdiction. Unless they are registered, the New Senior Notes may be offered only in transactions that are exempt from registration under the Securities Act and the applicable securities laws of any jurisdiction.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase the New Senior 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.
About Century Communities:
Founded in 2002, Colorado-based Century Communities is a builder of single-family homes, townhomes and flats in select major metropolitan markets in Colorado, Texas, Nevada, and Georgia. The Company offers a wide variety of product lines and is engaged in all aspects of homebuilding, including the acquisition, entitlement and development of land and the construction, marketing and sale of homes. To learn more about Century Communities please visit www.centurycommunities.com.
Contact Information:
Century Communities, Inc.
David Messenger, 303-770-8300
Chief Financial Officer