0001193125-17-321454.txt : 20171206 0001193125-17-321454.hdr.sgml : 20171206 20171026173419 ACCESSION NUMBER: 0001193125-17-321454 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 141 FILED AS OF DATE: 20171026 DATE AS OF CHANGE: 20171102 FILER: 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154 FILM NUMBER: 171157223 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVR A, LLC CENTRAL INDEX KEY: 0001699514 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-53 FILM NUMBER: 171157275 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PKWY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PKWY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVR B, LLC CENTRAL INDEX KEY: 0001699652 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-54 FILM NUMBER: 171157276 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PKWY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PKWY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVR C, LLC CENTRAL INDEX KEY: 0001699563 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-55 FILM NUMBER: 171157277 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PKWY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PKWY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Claremont Ranch, LLC CENTRAL INDEX KEY: 0001699321 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-56 FILM NUMBER: 171157278 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Landmark, LLC CENTRAL INDEX KEY: 0001699319 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-57 FILM NUMBER: 171157279 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Observatory Heights, LLC CENTRAL INDEX KEY: 0001699316 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-58 FILM NUMBER: 171157280 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Sterling Ranch, LLC CENTRAL INDEX KEY: 0001699315 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-59 FILM NUMBER: 171157281 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, STE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, STE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Communities of Utah, LLC CENTRAL INDEX KEY: 0001699313 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-60 FILM NUMBER: 171157282 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Communities Southeast, LLC CENTRAL INDEX KEY: 0001699312 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-61 FILM NUMBER: 171157283 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Land Holdings of Utah, LLC CENTRAL INDEX KEY: 0001699311 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-135 FILM NUMBER: 171157356 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hometown South, LLC CENTRAL INDEX KEY: 0001699310 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-62 FILM NUMBER: 171157284 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Retreat at Ridgegate, LLC CENTRAL INDEX KEY: 0001699578 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-63 FILM NUMBER: 171157285 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Westown Condominiums, LLC CENTRAL INDEX KEY: 0001699309 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-64 FILM NUMBER: 171157286 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 8011 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 8011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Westown Townhomes, LLC CENTRAL INDEX KEY: 0001699586 IRS NUMBER: 680521411 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-65 FILM NUMBER: 171157287 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Realty Advisors, Inc CENTRAL INDEX KEY: 0001718693 IRS NUMBER: 460791950 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-35 FILM NUMBER: 171157257 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Augusta Pointe, LLC CENTRAL INDEX KEY: 0001627663 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-134 FILM NUMBER: 171157355 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Avalon at Inverness, LLC CENTRAL INDEX KEY: 0001627686 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-133 FILM NUMBER: 171157354 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Beacon Pointe, LLC CENTRAL INDEX KEY: 0001627687 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-132 FILM NUMBER: 171157353 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blackstone Homes, LLC CENTRAL INDEX KEY: 0001627689 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-131 FILM NUMBER: 171157352 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bradburn Village Homes, LLC CENTRAL INDEX KEY: 0001627691 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-130 FILM NUMBER: 171157351 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCC Holdings, LLC CENTRAL INDEX KEY: 0001627695 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-128 FILM NUMBER: 171157349 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Central Park Rowhomes, LLC CENTRAL INDEX KEY: 0001627722 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-124 FILM NUMBER: 171157345 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Ash Meadows, LLC CENTRAL INDEX KEY: 0001627723 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-123 FILM NUMBER: 171157344 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Beacon Pointe, LLC CENTRAL INDEX KEY: 0001627724 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-122 FILM NUMBER: 171157343 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Caley, LLC CENTRAL INDEX KEY: 0001627725 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-121 FILM NUMBER: 171157342 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Candelas, LLC CENTRAL INDEX KEY: 0001627726 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-120 FILM NUMBER: 171157341 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Carousel Farms, LLC CENTRAL INDEX KEY: 0001627727 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-119 FILM NUMBER: 171157340 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Harvest Meadows, LLC CENTRAL INDEX KEY: 0001627728 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-118 FILM NUMBER: 171157339 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at LOR, LLC CENTRAL INDEX KEY: 0001627729 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-117 FILM NUMBER: 171157338 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Lowry, LLC CENTRAL INDEX KEY: 0001627730 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-116 FILM NUMBER: 171157337 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Midtown, LLC CENTRAL INDEX KEY: 0001627731 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-115 FILM NUMBER: 171157336 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Millennium, LLC CENTRAL INDEX KEY: 0001627732 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-114 FILM NUMBER: 171157335 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Murphy Creek, LLC CENTRAL INDEX KEY: 0001627733 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-113 FILM NUMBER: 171157334 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Outlook, LLC CENTRAL INDEX KEY: 0001627734 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-112 FILM NUMBER: 171157333 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Salisbury Heights, LLC CENTRAL INDEX KEY: 0001627735 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-111 FILM NUMBER: 171157332 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Southshore, LLC CENTRAL INDEX KEY: 0001627736 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-110 FILM NUMBER: 171157331 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Terrain, LLC CENTRAL INDEX KEY: 0001627737 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-109 FILM NUMBER: 171157330 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at The Grove, LLC CENTRAL INDEX KEY: 0001627738 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-108 FILM NUMBER: 171157329 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Vista Ridge, LLC CENTRAL INDEX KEY: 0001627739 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-107 FILM NUMBER: 171157328 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Wolf Ranch, LLC CENTRAL INDEX KEY: 0001627743 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-106 FILM NUMBER: 171157327 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century City, LLC CENTRAL INDEX KEY: 0001627744 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-105 FILM NUMBER: 171157326 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Communities of Georgia, LLC CENTRAL INDEX KEY: 0001627745 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-104 FILM NUMBER: 171157325 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Land Holdings II, LLC CENTRAL INDEX KEY: 0001627750 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-100 FILM NUMBER: 171157321 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Land Holdings of Texas, LLC CENTRAL INDEX KEY: 0001627781 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-98 FILM NUMBER: 171157320 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Land Holdings, LLC CENTRAL INDEX KEY: 0001627749 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-101 FILM NUMBER: 171157322 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cherry Hill Park, LLC CENTRAL INDEX KEY: 0001627784 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-95 FILM NUMBER: 171157317 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cottages at Willow Park, LLC CENTRAL INDEX KEY: 0001627786 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-94 FILM NUMBER: 171157316 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enclave at Boyd Ponds, LLC CENTRAL INDEX KEY: 0001627755 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-93 FILM NUMBER: 171157315 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enclave at Cherry Creek, LLC CENTRAL INDEX KEY: 0001627756 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-92 FILM NUMBER: 171157314 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Estates at Chatfield Farms, LLC CENTRAL INDEX KEY: 0001627757 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-90 FILM NUMBER: 171157312 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hearth at Oak Meadows, LLC CENTRAL INDEX KEY: 0001627758 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-91 FILM NUMBER: 171157313 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hometown, LLC CENTRAL INDEX KEY: 0001627759 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-89 FILM NUMBER: 171157311 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lakeview Fort Collins, LLC CENTRAL INDEX KEY: 0001627760 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-88 FILM NUMBER: 171157310 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Madison Estates, LLC CENTRAL INDEX KEY: 0001627761 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-87 FILM NUMBER: 171157309 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Meridian Ranch, LLC CENTRAL INDEX KEY: 0001627762 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-86 FILM NUMBER: 171157308 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Montecito at Ridgegate, LLC CENTRAL INDEX KEY: 0001627764 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-85 FILM NUMBER: 171157307 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reserve at Highpointe Estates, LLC CENTRAL INDEX KEY: 0001627767 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-82 FILM NUMBER: 171157304 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reserve at The Meadows, LLC CENTRAL INDEX KEY: 0001627770 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-81 FILM NUMBER: 171157303 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Saddle Rock Golf, LLC CENTRAL INDEX KEY: 0001627772 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-80 FILM NUMBER: 171157302 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Saddleback Heights, LLC CENTRAL INDEX KEY: 0001627773 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-79 FILM NUMBER: 171157301 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Stetson Ridge Homes, LLC CENTRAL INDEX KEY: 0001627774 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-78 FILM NUMBER: 171157300 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Venue at Arista, LLC CENTRAL INDEX KEY: 0001627778 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-75 FILM NUMBER: 171157297 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Verona Estates, LLC CENTRAL INDEX KEY: 0001627779 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-74 FILM NUMBER: 171157296 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Villas at Murphy Creek, LLC CENTRAL INDEX KEY: 0001627780 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-73 FILM NUMBER: 171157295 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vistas at Norwood, LLC CENTRAL INDEX KEY: 0001627776 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-77 FILM NUMBER: 171157299 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Waterside at Highland Park, LLC CENTRAL INDEX KEY: 0001627800 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-72 FILM NUMBER: 171157294 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wheatlands, LLC CENTRAL INDEX KEY: 0001627777 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-76 FILM NUMBER: 171157298 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wildgrass, LLC CENTRAL INDEX KEY: 0001627801 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-71 FILM NUMBER: 171157293 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Centennial Holding Co LLC CENTRAL INDEX KEY: 0001718979 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-20 FILM NUMBER: 171157242 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Compark Village North, LLC CENTRAL INDEX KEY: 0001718957 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-19 FILM NUMBER: 171157241 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Compark Village South, LLC CENTRAL INDEX KEY: 0001718960 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-18 FILM NUMBER: 171157240 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Forest Meadows, LLC CENTRAL INDEX KEY: 0001718959 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-17 FILM NUMBER: 171157239 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Mayfield, LLC CENTRAL INDEX KEY: 0001719029 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-16 FILM NUMBER: 171157238 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Oak Street, LLC CENTRAL INDEX KEY: 0001718938 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-15 FILM NUMBER: 171157237 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Littleton Village, LLC CENTRAL INDEX KEY: 0001652079 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-66 FILM NUMBER: 171157288 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 801111 BUSINESS PHONE: 303-770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 801111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Marvella, LLC CENTRAL INDEX KEY: 0001652050 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-68 FILM NUMBER: 171157290 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 801111 BUSINESS PHONE: 303-770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 801111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at The Meadows, LLC CENTRAL INDEX KEY: 0001652068 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-70 FILM NUMBER: 171157292 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century at Wildgrass, LLC CENTRAL INDEX KEY: 0001652049 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-67 FILM NUMBER: 171157289 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 801111 BUSINESS PHONE: 303-770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 801111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Group LLC CENTRAL INDEX KEY: 0001652054 IRS NUMBER: 680521411 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-69 FILM NUMBER: 171157291 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 801111 BUSINESS PHONE: 303-770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 801111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC Communities, LLC CENTRAL INDEX KEY: 0001627693 IRS NUMBER: 841559450 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-129 FILM NUMBER: 171157350 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Park 5th Avenue Development Co., LLC CENTRAL INDEX KEY: 0001627768 IRS NUMBER: 841568931 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-83 FILM NUMBER: 171157305 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCH Homes, LLC CENTRAL INDEX KEY: 0001627721 IRS NUMBER: 680521411 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-125 FILM NUMBER: 171157346 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Quail Run, LLC CENTRAL INDEX KEY: 0001718668 IRS NUMBER: 261324458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-07 FILM NUMBER: 171157229 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Chateau Grove, LLC CENTRAL INDEX KEY: 0001718947 IRS NUMBER: 261506307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-13 FILM NUMBER: 171157235 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Tapestry, LLC CENTRAL INDEX KEY: 0001718672 IRS NUMBER: 262367136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-03 FILM NUMBER: 171157225 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Kerman, LLC CENTRAL INDEX KEY: 0001718665 IRS NUMBER: 262901069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-09 FILM NUMBER: 171157231 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Barclay III, LLC CENTRAL INDEX KEY: 0001718948 IRS NUMBER: 263734915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-14 FILM NUMBER: 171157236 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Soledad, LLC CENTRAL INDEX KEY: 0001718671 IRS NUMBER: 270274504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-04 FILM NUMBER: 171157226 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP East Garrison, LLC CENTRAL INDEX KEY: 0001718662 IRS NUMBER: 270607583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-12 FILM NUMBER: 171157234 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Jovita, LLC CENTRAL INDEX KEY: 0001718664 IRS NUMBER: 273173729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-10 FILM NUMBER: 171157232 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Benchmark Communities, LLC CENTRAL INDEX KEY: 0001718674 IRS NUMBER: 273572964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-52 FILM NUMBER: 171157274 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Meadowood III, LLC CENTRAL INDEX KEY: 0001718667 IRS NUMBER: 274084751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-08 FILM NUMBER: 171157230 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Benchmark Madera I, LLC CENTRAL INDEX KEY: 0001718675 IRS NUMBER: 274281729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-51 FILM NUMBER: 171157273 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC East Garrison, LLC CENTRAL INDEX KEY: 0001718678 IRS NUMBER: 274469512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-48 FILM NUMBER: 171157270 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Red Hawk, LLC CENTRAL INDEX KEY: 0001718692 IRS NUMBER: 274504842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-34 FILM NUMBER: 171157256 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP, LLC CENTRAL INDEX KEY: 0001719172 IRS NUMBER: 300447004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-01 FILM NUMBER: 171157222 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Heights, LLC CENTRAL INDEX KEY: 0001718699 IRS NUMBER: 352512439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-40 FILM NUMBER: 171157262 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Cornerstone II Ripon, LLC CENTRAL INDEX KEY: 0001718677 IRS NUMBER: 352520408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-49 FILM NUMBER: 171157271 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC EG Courtyards, LLC CENTRAL INDEX KEY: 0001718704 IRS NUMBER: 352522010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-45 FILM NUMBER: 171157267 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Rosemead, LLC CENTRAL INDEX KEY: 0001718691 IRS NUMBER: 383974742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-33 FILM NUMBER: 171157255 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Sagewood, LLC CENTRAL INDEX KEY: 0001718669 IRS NUMBER: 452736966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-06 FILM NUMBER: 171157228 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMCH California, LLC CENTRAL INDEX KEY: 0001718683 IRS NUMBER: 455032038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-25 FILM NUMBER: 171157247 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC EG Village, LLC CENTRAL INDEX KEY: 0001718700 IRS NUMBER: 461283427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-41 FILM NUMBER: 171157263 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC EG Grove, LLC CENTRAL INDEX KEY: 0001718702 IRS NUMBER: 461288473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-43 FILM NUMBER: 171157265 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC EG Bungalow, LLC CENTRAL INDEX KEY: 0001718706 IRS NUMBER: 461311325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-46 FILM NUMBER: 171157268 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC EG Garden, LLC CENTRAL INDEX KEY: 0001718703 IRS NUMBER: 461637627 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-44 FILM NUMBER: 171157266 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Meadowood II, LLC CENTRAL INDEX KEY: 0001718698 IRS NUMBER: 462538740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-39 FILM NUMBER: 171157261 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC EG Towns, LLC CENTRAL INDEX KEY: 0001718701 IRS NUMBER: 462667716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-42 FILM NUMBER: 171157264 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Sagewood, LLC CENTRAL INDEX KEY: 0001718687 IRS NUMBER: 462740942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-32 FILM NUMBER: 171157254 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Pine Ridge, LLC CENTRAL INDEX KEY: 0001718697 IRS NUMBER: 463443423 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-38 FILM NUMBER: 171157260 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Sagewood 60s, LLC CENTRAL INDEX KEY: 0001718689 IRS NUMBER: 463651409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-30 FILM NUMBER: 171157252 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Sagewood 40s, LLC CENTRAL INDEX KEY: 0001718690 IRS NUMBER: 463663054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-31 FILM NUMBER: 171157253 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Stein, LLC CENTRAL INDEX KEY: 0001718686 IRS NUMBER: 463687993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-28 FILM NUMBER: 171157250 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Promise Way, LLC CENTRAL INDEX KEY: 0001718695 IRS NUMBER: 464396168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-37 FILM NUMBER: 171157259 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Carnation, LLC CENTRAL INDEX KEY: 0001718676 IRS NUMBER: 464421456 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-50 FILM NUMBER: 171157272 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Santa Ana Hollister, LLC CENTRAL INDEX KEY: 0001718670 IRS NUMBER: 464752142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-05 FILM NUMBER: 171157227 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCP Hillcrest Hollister, LLC CENTRAL INDEX KEY: 0001718663 IRS NUMBER: 464766595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-11 FILM NUMBER: 171157233 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Shields Locan, LLC CENTRAL INDEX KEY: 0001718949 IRS NUMBER: 464947580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-29 FILM NUMBER: 171157251 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMCH Tennessee, LLC CENTRAL INDEX KEY: 0001718707 IRS NUMBER: 465112288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-23 FILM NUMBER: 171157245 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMCH North Carolina, LLC CENTRAL INDEX KEY: 0001718681 IRS NUMBER: 465135375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-24 FILM NUMBER: 171157246 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Touchstone, LLC CENTRAL INDEX KEY: 0001718685 IRS NUMBER: 465420371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-27 FILM NUMBER: 171157249 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Rancho Etiwanda, LLC CENTRAL INDEX KEY: 0001718694 IRS NUMBER: 465503499 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-36 FILM NUMBER: 171157258 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Benchmark Builders North Carolina, LLC CENTRAL INDEX KEY: 0001718673 IRS NUMBER: 471739228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-02 FILM NUMBER: 171157224 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC EG Bluffs, LLC CENTRAL INDEX KEY: 0001718680 IRS NUMBER: 611758087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-47 FILM NUMBER: 171157269 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC Wood Ranch, LLC CENTRAL INDEX KEY: 0001718684 IRS NUMBER: 611794804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-26 FILM NUMBER: 171157248 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Communities of Nevada, LLC CENTRAL INDEX KEY: 0001627748 IRS NUMBER: 680521411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-103 FILM NUMBER: 171157324 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Rhodes Ranch GC, LLC CENTRAL INDEX KEY: 0001627783 IRS NUMBER: 680521411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-97 FILM NUMBER: 171157319 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Tuscany GC, LLC CENTRAL INDEX KEY: 0001627782 IRS NUMBER: 680521411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-96 FILM NUMBER: 171157318 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Neighborhood Associations Group, LLC CENTRAL INDEX KEY: 0001627765 IRS NUMBER: 680521411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-84 FILM NUMBER: 171157306 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMCH Washington, LLC CENTRAL INDEX KEY: 0001718708 IRS NUMBER: 814574005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-22 FILM NUMBER: 171157244 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Casa Acquisition Corp. CENTRAL INDEX KEY: 0001718710 IRS NUMBER: 822208660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-21 FILM NUMBER: 171157243 BUSINESS ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303)770-8300 MAIL ADDRESS: STREET 1: C/O CENTURY COMMUNITIES, INC. STREET 2: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCG Constructors LLC CENTRAL INDEX KEY: 0001627717 IRS NUMBER: 680521411 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-127 FILM NUMBER: 171157348 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCG Realty Group LLC CENTRAL INDEX KEY: 0001627718 IRS NUMBER: 680521411 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-126 FILM NUMBER: 171157347 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Communities of Nevada Realty, LLC CENTRAL INDEX KEY: 0001627747 IRS NUMBER: 680521411 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221154-102 FILM NUMBER: 171157323 BUSINESS ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 770-8300 MAIL ADDRESS: STREET 1: 8390 EAST CRESCENT PARKWAY, SUITE 650 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 S-4 1 d446145ds4.htm S-4 S-4
Table of Contents

As filed with the Securities and Exchange Commission on October 26, 2017

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CENTURY COMMUNITIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1531   68-0521411

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

AND

THE OTHER REGISTRANTS NAMED IN THE TABLE OF ADDITIONAL REGISTRANTS BELOW

 

 

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

With a copy to:

Mark J. Kelson, Esq.

Greenberg Traurig, LLP

1840 Century Park East, Suite 1900

Los Angeles, California 90067

Tel: (310) 586-3856

Fax: (310) 586-0556

 

 

Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

If applicable, please an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  

Amount

to be

Registered

  

Proposed

Maximum

Offering Price
Per Unit

  

Proposed

Maximum

Aggregate

Offering Price

  

Amount of

Registration Fee

5.875% Senior Notes due 2025

   $400,000,000   100%   $400,000,000   $49,800

Guarantees of 5.875% Senior Notes due 2025(1)

   —   —   —   (1)

 

 

(1) Consists of guarantees of the 5.875% Senior Notes due 2025 of Century Communities, Inc. by the guarantor registrants listed on the Table of Additional Registrants below. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate filing fee is required for the guarantees.

 

 

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

Additional Registrants (as Guarantors of the 5.875% Senior Notes due 2025)(1)

 

Exact Name as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation,
Formation, or
Organization

    Primary Standard
Industrial
Classification Code
Number		      I.R.S. Employer
Identification No.		  

Augusta Pointe, LLC

    Colorado      1531        68-0521411 (2) 

Avalon at Inverness, LLC

    Colorado      1531        68-0521411 (2) 

AVR A, LLC

    Colorado      1531        68-0521411 (2) 

AVR B, LLC

    Colorado      1531        68-0521411 (2) 

AVR C, LLC

    Colorado      1531        68-0521411 (2) 

Beacon Pointe, LLC

    Colorado      1531        68-0521411 (2) 

Benchmark Builders North Carolina, LLC

    Delaware      1531        47-1739228  

Benchmark Communities, LLC

    Delaware      1531        27-3572964  

Benchmark Madera I, LLC

    Delaware      1531        27-4281729  

Blackstone Homes, LLC

    Colorado      1531        68-0521411 (2) 

BMC Carnation, LLC

    Delaware      1531        46-4421456  

BMC Cornerstone II Ripon, LLC

    Delaware      1531        35-2520408  

BMC East Garrison, LLC

    Delaware      1531        27-4469512  

BMC EG Bluffs, LLC

    Delaware      1531        61-1758087  

BMC EG Bungalow, LLC

    Delaware      1531        46-1311325  

BMC EG Courtyards, LLC

    Delaware      1531        35-2522010  

BMC EG Garden, LLC

    Delaware      1531        46-1637627  

BMC EG Grove, LLC

    Delaware      1531        46-1288473  

BMC EG Towns, LLC

    Delaware      1531        46-2667716  

BMC EG Village, LLC

    Delaware      1531        46-1283427  

BMC Heights, LLC

    Delaware      1531        35-2512439  

BMC Meadowood II, LLC

    Delaware      1531        46-2538740  

BMC Pine Ridge, LLC

    Delaware      1531        46-3443423  

BMC Promise Way, LLC

    Delaware      1531        46-4396168  

BMC Rancho Etiwanda, LLC

    Delaware      1531        46-5503499  

BMC Realty Advisors, Inc

    California      1531        46-0791950  

BMC Red Hawk, LLC

    Delaware      1531        27-4504842  

BMC Rosemead, LLC

    Delaware      1531        38-3974742  

BMC Sagewood, LLC

    Delaware      1531        46-2740942  

BMC Sagewood 40s, LLC

    Delaware      1531        46-3663054  

BMC Sagewood 60s, LLC

    Delaware      1531        46-3651409  

BMC Shields Locan, LLC

    Delaware      1531        46-4947580  

BMC Stein, LLC

    Delaware      1531        46-3687993  

BMC Touchstone, LLC

    Delaware      1531        46-5420371  

BMC Wood Ranch, LLC

    Delaware      1531        61-1794804  

BMCH California, LLC

    Delaware      1531        45-5032038  

BMCH North Carolina, LLC

    Delaware      1531        46-5135375  

BMCH Tennessee, LLC

    Delaware      1531        46-5112288  

BMCH Washington, LLC

    Delaware      1531        81-4574005  

Bradburn Village Homes, LLC

    Colorado      1531        68-0521411 (2) 

Casa Acquisition Corp.

    Delaware      1531        82-2208660  

CC Communities, LLC

    Colorado      1531        84-1559450  

CCC Holdings, LLC

    Colorado      1531        68-0521411 (2) 

CCG Constructors LLC

    Georgia      1531        68-0521411 (2) 

CCG Realty Group LLC

    Georgia      1531        68-0521411 (2) 

CCH Homes, LLC

    Colorado      1531        68-0521411 (2) 

Centennial Holding Company LLC

    Colorado      1531        68-0521411 (2) 

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TABLE OF ADDITIONAL REGISTRANTS

Additional Registrants (as Guarantors of the 5.875% Senior Notes due 2025)(1)

 

Exact Name as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation,
Formation, or
Organization

    Primary Standard
Industrial
Classification Code
Number		      I.R.S. Employer
Identification No.		  

Central Park Rowhomes, LLC

    Colorado      1531        68-0521411 (2) 

Century at Ash Meadows, LLC

    Colorado      1531        68-0521411 (2) 

Century at Beacon Pointe, LLC

    Colorado      1531        68-0521411 (2) 

Century at Caley, LLC

    Colorado      1531        68-0521411 (2) 

Century at Candelas, LLC

    Colorado      1531        68-0521411 (2) 

Century at Carousel Farms, LLC

    Colorado      1531        68-0521411 (2) 

Century at Claremont Ranch, LLC

    Colorado      1531        68-0521411 (2) 

Century at Compark Village North, LLC

    Colorado      1531        68-0521411 (2) 

Century at Compark Village South, LLC

    Colorado      1531        68-0521411 (2) 

Century at Forest Meadows, LLC

    Colorado      1531        68-0521411 (2) 

Century at Harvest Meadows, LLC

    Colorado      1531        68-0521411 (2) 

Century at Landmark, LLC

    Colorado      1531        68-0521411 (2) 

Century at Littleton Village, LLC

    Colorado      1531        68-0521411 (2) 

Century at LOR, LLC

    Colorado      1531        68-0521411 (2) 

Century at Lowry, LLC

    Colorado      1531        68-0521411 (2) 

Century at Marvella, LLC

    Colorado      1531        68-0521411 (2) 

Century at Mayfield, LLC

    Colorado      1531        68-0521411 (2) 

Century at Midtown, LLC

    Colorado      1531        68-0521411 (2) 

Century at Millennium, LLC

    Colorado      1531        68-0521411 (2) 

Century at Murphy Creek, LLC

    Colorado      1531        68-0521411 (2) 

Century at Oak Street, LLC

    Colorado      1531        68-0521411 (2) 

Century at Observatory Heights, LLC

    Colorado      1531        68-0521411 (2) 

Century at Outlook, LLC

    Colorado      1531        68-0521411 (2) 

Century at Salisbury Heights, LLC

    Colorado      1531        68-0521411 (2) 

Century at Southshore, LLC

    Colorado      1531        68-0521411 (2) 

Century at Sterling Ranch, LLC

    Colorado      1531        68-0521411 (2) 

Century at Terrain, LLC

    Colorado      1531        68-0521411 (2) 

Century at The Grove, LLC

    Colorado      1531        68-0521411 (2) 

Century at The Meadows, LLC

    Colorado      1531        68-0521411 (2) 

Century at Vista Ridge, LLC

    Colorado      1531        68-0521411 (2) 

Century at Wildgrass, LLC

    Colorado      1531        68-0521411 (2) 

Century at Wolf Ranch, LLC

    Colorado      1531        68-0521411 (2) 

Century City, LLC

    Colorado      1531        68-0521411 (2) 

Century Communities of Georgia, LLC

    Colorado      1531        68-0521411 (2) 

Century Communities of Nevada, LLC

    Delaware      1531        68-0521411 (2) 

Century Communities of Nevada Realty, LLC

    Nevada      1531        68-0521411 (2) 

Century Communities of Utah, LLC

    Utah      1531        68-0521411 (2) 

Century Communities Southeast, LLC

    Colorado      1531        68-0521411 (2) 

Century Group LLC

    Colorado      1531        68-0521411 (2) 

Century Land Holdings, LLC

    Colorado      1531        68-0521411 (2) 

Century Land Holdings II, LLC

    Colorado      1531        68-0521411 (2) 

Century Land Holdings of Texas, LLC

    Colorado      1531        68-0521411 (2) 

Century Land Holdings of Utah, LLC

    Utah      1531        68-0521411 (2) 

Century Rhodes Ranch GC, LLC

    Delaware      1531        68-0521411 (2) 

Century Tuscany GC, LLC

    Delaware      1531        68-0521411 (2) 

Cherry Hill Park, LLC

    Colorado      1531        68-0521411 (2) 

Cottages at Willow Park, LLC

    Colorado      1531        68-0521411 (2) 

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TABLE OF ADDITIONAL REGISTRANTS

Additional Registrants (as Guarantors of the 5.875% Senior Notes due 2025)(1)

 

Exact Name as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation,
Formation, or
Organization

    Primary Standard
Industrial
Classification Code
Number		      I.R.S. Employer
Identification No.		  

Enclave at Boyd Ponds, LLC

    Colorado      1531        68-0521411 (2) 

Enclave at Cherry Creek, LLC

    Colorado      1531        68-0521411 (2) 

Estates at Chatfield Farms, LLC

    Colorado      1531        68-0521411 (2) 

Hearth at Oak Meadows, LLC

    Colorado      1531        68-0521411 (2) 

Hometown, LLC

    Colorado      1531        68-0521411 (2) 

Hometown South, LLC

    Colorado      1531        68-0521411 (2) 

Lakeview Fort Collins, LLC

    Colorado      1531        68-0521411 (2) 

Madison Estates, LLC

    Colorado      1531        68-0521411 (2) 

Meridian Ranch, LLC

    Colorado      1531        68-0521411 (2) 

Montecito at Ridgegate, LLC

    Colorado      1531        68-0521411 (2) 

Neighborhood Associations Group, LLC

    Delaware      1531        68-0521411 (2) 

Park 5th Avenue Development Co., LLC

    Colorado      1531        84-1568931  

Reserve at Highpointe Estates, LLC

    Colorado      1531        68-0521411 (2) 

Reserve at The Meadows, LLC

    Colorado      1531        68-0521411 (2) 

Saddle Rock Golf, LLC

    Colorado      1531        68-0521411 (2) 

Saddleback Heights, LLC

    Colorado      1531        68-0521411 (2) 

Stetson Ridge Homes, LLC

    Colorado      1531        68-0521411 (2) 

The Retreat at Ridgegate, LLC

    Colorado      1531        68-0521411 (2) 

The Vistas at Nor’wood, LLC

    Colorado      1531        68-0521411 (2) 

The Wheatlands, LLC

    Colorado      1531        68-0521411 (2) 

UCP, LLC

    Delaware      1531        30-0447004  

UCP Barclay III, LLC

    Delaware      1531        26-3734915  

UCP Chateau Grove, LLC

    Delaware      1531        26-1506307  

UCP East Garrison, LLC

    Delaware      1531        27-0607583  

UCP Hillcrest Hollister, LLC

    Delaware      1531        46-4766595  

UCP Jovita, LLC

    Delaware      1531        27-3173729  

UCP Kerman, LLC

    Delaware      1531        26-2901069  

UCP Meadowood III, LLC

    Delaware      1531        27-4084751  

UCP Quail Run, LLC

    Delaware      1531        26-1324458  

UCP Sagewood, LLC

    Delaware      1531        45-2736966  

UCP Santa Ana Hollister, LLC

    Delaware      1531        46-4752142  

UCP Soledad, LLC

    Delaware      1531        27-0274504  

UCP Tapestry, LLC

    Delaware      1531        26-2367136  

Venue at Arista, LLC

    Colorado      1531        68-0521411 (2) 

Verona Estates, LLC

    Colorado      1531        68-0521411 (2) 

Villas at Murphy Creek, LLC

    Colorado      1531        68-0521411 (2) 

Waterside at Highland Park, LLC

    Colorado      1531        68-0521411 (2) 

Westown Condominiums, LLC

    Colorado      1531        68-0521411 (2) 

Westown Townhomes, LLC

    Colorado      1531        68-0521411 (2) 

Wildgrass, LLC

    Colorado      1531        68-0521411 (2) 

 

(1)

Each additional registrant is a wholly-owned direct or indirect subsidiary of Century Communities, Inc. The Notes are fully, unconditionally, jointly and severally guaranteed by the additional registrants, subject to certain customary release provisions contained in the Indenture governing the Notes, as described under “Description of Notes—Note Guarantees.” The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is c/o Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, telephone (303) 770-8300.

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TABLE OF ADDITIONAL REGISTRANTS

Additional Registrants (as Guarantors of the 5.875% Senior Notes due 2025)(1)

 

  The name, address, including zip code, and telephone number, including area code, of the agent for service for each additional registrant is Dale Francescon, Chairman of the Board of Directors and Co-Chief Executive Officer, Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, telephone (303) 770-8300.
(2) Uses the EIN of its ultimate sole member, Century Communities, Inc.

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The information in this preliminary prospectus is not complete and may be changed. We may not offer, sell or exchange these securities until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell or exchange these securities, nor a solicitation of an offer to buy or exchange these securities, in any jurisdiction where the offer, solicitation, sale or exchange is not permitted.

 

SUBJECT TO COMPLETION, DATED OCTOBER 26, 2017

PRELIMINARY PROSPECTUS

LOGO

CENTURY COMMUNITIES, INC.

Offer to Exchange

5.875% Senior Notes due 2025 and Related Guarantees

for

5.875% Senior Notes due 2025 and Related Guarantees

 

 

On May 12, 2017, we issued $400 million in aggregate principal amount of our 5.875% Senior Notes due 2025 (which we refer to as the “Initial Notes”) under an Indenture, dated as of May 12, 2017, as amended and/or supplemented from time to time (which we refer to as the “Indenture”), by and among us, the guarantors party thereto, and U.S. Bank National Association, as trustee. We are hereby offering to issue up to $400 million in aggregate principal amount of our 5.875% Senior Notes due 2025 (which we refer to as the “Exchange Notes”), which will be fully, unconditionally, jointly and severally guaranteed on a unsecured senior basis by certain of our existing and future direct and indirect subsidiaries, subject to certain customary release provisions contained in the Indenture, in exchange for any and all of the Initial Notes, in an exchange offer (which we refer to as the “Exchange Offer”) that will be registered under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”). We refer to the Exchange Notes and the Initial Notes collectively herein as the “Notes.” We are conducting the Exchange Offer to satisfy our obligations in the registration rights agreement that we entered into when the Initial Notes were sold (which we refer to as the “Registration Rights Agreement”).

The Exchange Offer:

 

  •   We will exchange all Initial Notes that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer for an equal principal amount of Exchange Notes.

 

  •   You may withdraw tenders of your Initial Notes at any time prior to the expiration of the Exchange Offer.

 

  •   The Exchange Offer expires at 5:00 P.M., New York City time, on the evening of [the 25th business day following commencement of the Exchange Offer], 2017 (which we refer to as the “Expiration Date”), unless extended.

 

  •   We believe that the exchange of the Initial Notes for Exchange Notes in the Exchange Offer will not be a taxable event for U.S. federal income tax purposes, but you should consult your financial and tax advisors in making your own decision on what action to take.

 

  •   We will not receive any proceeds from the Exchange Offer.

The Exchange Notes:

 

  •   The terms of the Exchange Notes are identical in all material respects to the Initial Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the Initial Notes do not apply to the Exchange Notes.

 

  •   The Exchange Notes and the Initial Notes (to the extent not surrendered in exchange for Exchange Notes in the Exchange Offer) will be treated together as a single series of debt securities for all purposes under the Indenture and will vote together on all matters under the Indenture.

All untendered Initial Notes will continue to be subject to the restrictions on transfer set forth in the Initial Notes and in the Indenture. In general, the Initial Notes may not be offered or sold, except in transactions that are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreement, we currently do not anticipate that we will register the resale of the Initial Notes under the Securities Act.

 

 

See “Risk Factors” on page 14 for a discussion of certain risks that you should consider before participating in the Exchange Offer.

 

 

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of (i) 180 days from the date on which the registration statement of which this prospectus forms a part is declared effective by the U.S. Securities and Exchange Commission (which we refer to as the “SEC”), and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. See “Plan of Distribution.”

 

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is                     , 2017.

Table of Contents

You should rely only on the information contained in, or incorporated by reference into, this prospectus or any free writing prospectus prepared by us. We have not authorized anyone to provide you with any information, other than the information contained in, or incorporated by reference into, this prospectus or any free writing prospectus prepared by us, and we take no responsibility for any other information that others may give you. We are not making an offer to sell or exchange these securities in any jurisdiction where the offer, sale or exchange is not permitted. You should assume that the information appearing in this prospectus and any free writing prospectus prepared by us is accurate only as of the date on its respective cover, and that any information incorporated by reference herein and therein is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, properties, results of operations, financial condition, or prospects may have changed since those dates.

 

 

TABLE OF CONTENTS

 

     Page  

Cautionary Note Concerning Forward-Looking Statements

      ii  

Summary

      1  

Risk Factors

      14  

Use of Proceeds

      47  

Ratio of Earnings to Fixed Charges

      48  

Description of Other Indebtedness

      49  

The Exchange Offer

      51  

Description of Notes

      62  

Certain Material Federal Income Tax Considerations

      113  

Plan of Distribution

      114  

Legal Matters

      115  

Experts

      115  

Where You Can Find More Information

      116  

Information Incorporated by Reference

      117  

 

 

As used in this prospectus, unless the context otherwise requires or indicates, references to the “Company,” “we,” “our,” “us,” and similar expressions, refer to Century Communities, Inc. and its subsidiaries and affiliates, including our predecessor Century Communities Colorado, LLC.

 

i

Table of Contents

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Various statements contained in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “may,” “will,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “expect,” “intend,” anticipate,” “potential,” “goal” or other words that convey the uncertainty of future events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. The forward-looking statements in this prospectus speak only as of the date of this prospectus, and we disclaim any obligation to update these statements unless required by law.

The following factors, among others, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements:

 

  •   economic changes either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and inflation;

 

  •   a downturn in the homebuilding industry, including a decline in real estate values or market conditions resulting in impairment of our assets;

 

  •   changes in assumptions used to make industry forecasts;

 

  •   continued volatility and uncertainty in the credit markets and broader financial markets;

 

  •   our future operating results and financial condition;

 

  •   our business operations;

 

  •   changes in our business and investment strategy;

 

  •   availability of land to acquire, and our ability to acquire such land on favorable terms or at all;

 

  •   availability, terms and deployment of capital;

 

  •   availability of mortgage financing or an increase in the number of foreclosures in the market;

 

  •   shortages of or increased prices for labor, land or raw materials used in housing construction;

 

  •   delays in land development or home construction resulting from adverse weather conditions or other events outside our control;

 

  •   impact of construction defect, product liability, and/or home warranty claims, including the adequacy of accruals and the applicability and sufficiency of our insurance coverage;

 

  •   changes in, or the failure or inability to comply with, governmental laws and regulations;

 

  •   the timing of receipt of regulatory approvals and the opening of projects;

 

  •   the degree and nature of our competition;

 

  •   our leverage and debt service obligations;

 

  •   our ability to successfully integrate the acquired businesses and realize projected cost savings and other benefits from our merger transaction with UCP, Inc.;

 

  •   availability of qualified personnel and our ability to retain our key personnel;

 

  •   changes in GAAP; and

 

  •   additional factors described under the section entitled “Risk Factors.”

 

ii

Table of Contents

SUMMARY

This summary highlights information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important before deciding to participate in the Exchange Offer. Therefore, you should read this entire prospectus carefully, including, in particular, the description of the terms and conditions of the Exchange Notes discussed under “Description of Notes” and the risks of investing in the Exchange Notes discussed under “Risk Factors” beginning on page 14 of this prospectus.

The Company

General

We are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in metropolitan areas in the states of California, Colorado, Georgia, Nevada, North Carolina, Tennessee, Texas, Utah, and Washington. In many of our projects, in addition to building homes, we are responsible for the entitlement and development of the underlying land. Our homebuilding operations are organized into the following four homebuilding operating segments based on the geographic markets in which we operate: West, Mountain, Southeast, and Texas. Additionally, our wholly-owned subsidiaries, Inspire Home Loans Inc. and Parkway Title, LLC, which provide mortgage and title services to our home buyers, respectively, have been identified as our Financial Services operating segment.

We build and sell an extensive range of home types across a variety of price points. Our emphasis is on acquiring well located land positions and offering quality homes with innovative design elements. The core of our business plan is to acquire and develop land strategically, based on our understanding of population growth patterns, entitlement restrictions and infrastructure development. We focus on locations within our markets with convenient access to metropolitan areas that are generally characterized by diverse economic and employment bases and demographics and increasing populations. We believe these conditions create strong demand for new housing, and these locations represent what we believe to be attractive opportunities for long-term growth. We also seek assets that have desirable characteristics, such as good access to major job centers, schools, shopping, recreation and transportation facilities, and we strive to offer a broad spectrum of product types in these locations. Product development and customer service are key components of the lifestyle connection we seek to establish with each individual homebuyer. Our construction expertise across an extensive product offering allows us flexibility to pursue a wide array of land acquisition opportunities and appeal to a broad range of potential homebuyers, from entry-level to first- and second-time move-up buyers and lifestyle homebuyers. Additionally, we believe our diversified product strategy enables us to adapt quickly to changing market conditions and to optimize returns while strategically reducing portfolio risk.

For a further description of our business, financial condition, results of operations and other important information regarding us, please see our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of the filings incorporated by reference in this prospectus, please see the sections entitled “Where You Can Find More Information” and “Information Incorporated by Reference.”

The Notes

On May 12, 2017, we completed a private offering of $400 million in aggregate principal amount of our 5.875% Senior Notes due 2025 (which we refer to as the “Initial Notes”) in reliance on Rule 144A and Regulation S under the Securities Act, where we received net proceeds of approximately $395.5 million (which we refer to as our “May 2017 private offering of notes”). The Initial Notes carry a coupon of 5.875% per annum and were issued at a price equal to 100% of their principal amount.

 



 

1

Table of Contents

Corporate Information

Our predecessor entity was formed as a Colorado limited liability company in August 2002, and we converted into a Delaware corporation pursuant to the General Corporation Law of the State of Delaware on April 30, 2013.

In June 2014, we completed the initial public offering of our common stock (which we refer to as our “initial public offering”). Our common stock is listed for trading on the New York Stock Exchange under the ticker symbol “CCS.”

Our principal executive offices are located at 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111. Our main telephone number is (303) 770-8300. Our internet website is www.centurycommunities.com. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

Recent Developments

On August 4, 2017, pursuant to the Agreement and Plan of Merger, dated April 10, 2017, by and among the Company, Casa Acquisition Corp., a wholly-owned subsidiary of the Company, and UCP, Inc. (which we refer to as “UCP”), UCP merged with and into Casa Acquisition Corp. (which we refer to as the “UCP Merger”), at which time the separate corporate existence of UCP ended, and Casa Acquisition Corp. survived the UCP Merger as the surviving corporation. As a result of the UCP Merger, Casa Acquisition Corp., along with the legacy businesses of UCP and its subsidiaries, became direct and indirect wholly-owned subsidiaries of the Company.

 



 

2

Table of Contents

The Exchange Offer

As used in this prospectus, (i) the term “Initial Notes” refers to our outstanding $400,000,000 in aggregate principal amount of 5.875% Senior Notes due 2025 and the related guarantees issued on May 12, 2017 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act (which we refer to as the “May 2017 private offering of notes”); (ii) the term “Exchange Notes” refers to our 5.875% Senior Notes due 2025 and the related guarantees offered by this prospectus in exchange for the Initial Notes; and (iii) the term “Notes” refers to, collectively, the Initial Notes and the Exchange Notes. As used in this section of the prospectus, the terms “we,” “us” and “our” and similar expressions refer only to Century Communities, Inc. and not to its subsidiaries or affiliates unless otherwise stated or the context otherwise requires.

The summary below describes the principal terms of the Exchange Offer. See also “The Exchange Offer,” which contains a more detailed description of the terms and conditions of the Exchange Offer.

 

General

In connection with the May 2017 private offering of notes, we entered into a registration rights agreement with the initial purchasers of the Initial Notes (which we refer to as the “Registration Rights Agreement”) in which we agreed, among other things, to use our commercially reasonable efforts to cause the Exchange Offer described in this prospectus to be consummated on the earliest practicable date after the registration statement of which this prospectus forms a part has been declared effective by the SEC, but in no event later than 270 days after the date of the original issuance of the Initial Notes. You are entitled to exchange in the Exchange Offer your Initial Notes for Exchange Notes, which are identical in all material respects to the Initial Notes except:

 

  •   the offer and sale of the Exchange Notes will have been registered under the Securities Act;

 

  •   the Exchange Notes are not entitled to any registration rights that are applicable to the Initial Notes under the Registration Rights Agreement; and

 

  •   the provisions of the Registration Rights Agreement that provide for payment of additional interest upon a default in the requirement to register the offer and sale of the Exchange Notes are no longer applicable.

 

The Exchange Offer

We are offering to exchange up to $400,000,000 in aggregate principal amount of our 5.875% Senior Notes due 2025 and the related guarantees, comprising the Exchange Notes, the offer and sale of which have been registered under the Securities Act, for any and all of our outstanding 5.875% Senior Notes due 2025 and the related guarantees issued on May 12, 2017, comprising the Initial Notes.

 

  Initial Notes may be exchanged only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

 

 

Subject to the satisfaction or waiver of specified conditions, we will exchange the Exchange Notes for all Initial Notes that are validly tendered and not validly withdrawn prior to the expiration of the

 



 

3

Table of Contents
 

Exchange Offer. We will cause the exchange to be effected promptly after the expiration of the Exchange Offer.

 

Resale of the Exchange Notes

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Initial Notes may be offered for resale, resold and otherwise transferred by you without the requirement to comply with the registration and prospectus-delivery provisions of the Securities Act, provided that:

 

  •   you are acquiring the Exchange Notes in the ordinary course of your business; and

 

  •   you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

 

  If you are a broker-dealer that will be receiving Exchange Notes for your own account in exchange for Initial Notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the Exchange Notes. See “Plan of Distribution.”

 

Expiration Date of the Exchange Offer

The Exchange Offer expires at 5:00 P.M., New York City time, on the evening of [ the 25th business day following commencement of the Exchange Offer ], 2017 (which we refer to as the “Expiration Date”), unless extended by us.

 

Withdrawal of Tender of Initial Notes

You may withdraw any tender of your Initial Notes at any time prior to the expiration of the Exchange Offer. We will return to you any of your Initial Notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the Exchange Offer.

 

Interest on the Notes

The Exchange Notes bear interest at the rate of 5.875% per annum from July 15, 2017. The interest on the Exchange Notes is payable semiannually on January 15 and July 15 of each year, commencing on January 15, 2018. No interest will be paid on Initial Notes following their acceptance for exchange.

 

Conditions to the Exchange Offer

Our obligation to accept for exchange, or to issue Exchange Notes in exchange for, any Initial Notes is subject to customary conditions relating to compliance with any applicable law or any applicable interpretation by the staff of the SEC, and the absence of any actions or proceedings of any court or governmental agency which would reasonably be expected to impair our ability to consummate the Exchange Offer. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See “The Exchange Offer—Conditions to the Exchange Offer.”

 



 

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Procedures for Tendering Initial Notes

If you wish to participate in the Exchange Offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the Initial Notes and any other required documents, to the Exchange Agent at the address set forth on the cover page of the letter of transmittal.

 

  If you hold Initial Notes through The Depository Trust Company (which we refer to as the “DTC”) and wish to participate in the Exchange Offer, you must comply with the procedures under DTC’s Automated Tender Offer Program by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

 

  •   you are acquiring the Exchange Notes in the ordinary course of your business;

 

  •   you are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes;

 

  •   you do not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes;

 

  •   you are not an “affiliate” of ours or of any guarantor of the Notes within the meaning of Rule 405 under the Securities Act; and

 

  •   if you are a broker-dealer that will be receiving Exchange Notes for your own account in exchange for Initial Notes, that the Initial Notes to be exchanged for the Exchange Notes were acquired by you for your own account as a result of market-making activities or other trading activities, and that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

 

Special Procedures for Beneficial Owners

If you are a beneficial owner of Initial Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those Initial Notes in the Exchange Offer, you should contact the registered holder promptly and instruct the registered holder to tender those Initial Notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Initial Notes, either make appropriate arrangements to register ownership of the Initial Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration of the Exchange Offer.

 



 

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Guaranteed Delivery Procedures

If you wish to tender your Initial Notes and your Initial Notes are not immediately available or you cannot deliver your Initial Notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration of the Exchange Offer, you must tender your Initial Notes according to the guaranteed delivery procedures described under “The Exchange Offer—Guaranteed Delivery Procedures.”

 

Effect on Holders of Initial Notes

As a result of the making, and upon acceptance for exchange of all validly tendered Initial Notes pursuant to the terms, of the Exchange Offer, we will have fulfilled a covenant under the Registration Rights Agreement.

 

  If you do not tender your Initial Notes in the Exchange Offer, you will continue to be entitled to all the rights and limitations applicable to the Initial Notes as set forth in the Indenture, except we will not have any further obligation to you to provide for the exchange and registration of the Initial Notes under the Registration Rights Agreement. However, under some circumstances, holders of the Initial Notes who are not permitted to participate in the Exchange Offer and holders of the Exchange Notes who may not freely resell the Exchange Notes received in the Exchange Offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of the Initial Notes or the Exchange Notes, as the case may be, by these holders.

 

Consequences of Failure to Exchange

If you do not exchange your Initial Notes for Exchange Notes under the Exchange Offer, your untendered Initial Notes will remain subject to the restrictions on transfer as set forth in the Indenture and the legend printed on the Initial Notes as a consequence of the issuance of the Initial Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may not offer or sell your Initial Notes except in transactions that are registered under the Securities Act or if the offer or sale is exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreement, we do not intend to register resales of the Initial Notes under the Securities Act.

 

  To the extent that Initial Notes are tendered and accepted in the Exchange Offer, the trading market for Initial Notes could be adversely affected.

 

Certain Material Federal Income Tax Consequences of the Exchange Offer

The exchange of Initial Notes for Exchange Notes in the Exchange Offer will not be a taxable event for United States federal income tax purposes. See “Certain Material Federal Income Tax Considerations.”

 



 

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Use of Proceeds

We will not receive any cash proceeds from the issuance of Exchange Notes in the Exchange Offer. See “Use of Proceeds.”

 

Exchange Agent

U.S. Bank National Association is the Exchange Agent (which we refer to as the “Exchange Agent”) for the Exchange Offer. The address and telephone number of the Exchange Agent are set forth under “The Exchange Offer—Exchange Agent.”

 



 

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The Exchange Notes

The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. You should carefully review the “Description of Notes” section in this prospectus, which contains more detailed descriptions of the terms and conditions of the Initial Notes and the Exchange Notes.

As used in this section of the prospectus, the terms “we,” “us” and “our” and similar expressions refer only to Century Communities, Inc. and not to its subsidiaries or affiliates unless otherwise stated or the context otherwise requires.

 

Issuer

Century Communities, Inc.

 

Notes Offered

Up to $400 million in aggregate principal of 5.875% Senior Notes due 2025

 

Indenture

The Exchange Notes will be issued under the existing Indenture, dated as of May 12, 2017, among the Company, the Guarantors (as defined therein), and U.S. Bank National Association, as trustee, as amended and/or supplemented from time to time (which we refer to as the “Indenture”). The Indenture also governs the Initial Notes. The Exchange Notes will have terms identical in all material respects to the Initial Notes, except that the offer and sale of the Exchange Notes will be registered under the Securities Act and the Exchange Notes will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the Registration Rights Agreement. The Exchange Notes and the Initial Notes (to the extent not surrendered in exchange for Exchange Notes in the Exchange Offer) will be treated together as a single series of debt securities for all purposes under the Indenture and will vote together on all matters under the Indenture.

 

Maturity Date

July 15, 2025

 

Interest

5.875%

 

  Interest on the Exchange Notes is payable semiannually on January 15 and July 15 of each year, commencing on January 15, 2018. Interest on the Exchange Notes will accrue from July 15, 2017.

 

Guarantees

The Exchange Notes will be fully, unconditionally, jointly and severally guaranteed on an unsecured senior basis by certain of our current and future subsidiaries, including substantially all of our domestic wholly-owned subsidiaries, other than immaterial subsidiaries and subsidiaries that we designate as unrestricted subsidiaries, subject to certain customary release provisions contained in the Indenture. The subsidiary guarantees will:

 

  •   rank senior in right of payment to any future subordinated indebtedness of the guarantors;

 



 

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  •   rank equally in right of payment with all of the existing and future senior indebtedness of the guarantors;

 

  •   be effectively subordinated to all existing and future secured indebtedness of the guarantors, to the extent of the value of the collateral securing that indebtedness; and

 

  •   be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries.

 

  See “Description of Notes—Note Guarantees.”

 

Ranking

The Exchange Notes will be our unsecured senior obligations and will rank equally with our unsecured senior indebtedness. The Exchange Notes will be effectively subordinated to all of our secured indebtedness to the extent of the assets securing such indebtedness, and certain other obligations that are granted preferential treatment under law. The Exchange Notes will also be effectively subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the Exchange Notes.

 

  As of September 30, 2017, we had total consolidated indebtedness of approximately $775.8 million, none of which was secured indebtedness owed by us or our subsidiaries. And as of September 30, 2017, our non-guarantor subsidiaries accounted for $28.3 million of our consolidated liabilities, including debt and trade payables but excluding intercompany liabilities.

 

  In addition, as of September 30, 2017, we had $400 million of available borrowing capacity, with no borrowings outstanding, under our revolving credit facility. See “Description of Other Indebtedness.”

 

Optional Redemption

We may redeem the Notes, in whole or in part, at any time prior to July 15, 2020, at a price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus the applicable “make whole” premium, as described in “Description of Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the applicable redemption date.

 

  We may redeem the Notes, in whole or in part, at any time on or after July 15, 2020, at the applicable redemption price specified in “Description of Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the applicable redemption date.

 

  In addition, we may redeem up to 35% of the aggregate principal amount of the Notes at any time on or prior to July 15, 2020 with the net cash proceeds from certain equity issuances at the applicable redemption price specified in “Description of Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the applicable redemption date.

 



 

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Change of Control

Upon a Change of Control (as defined under “Description of Notes—Change of Control”), we will be required to make an offer to repurchase all of the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date. We may not have sufficient funds available at the time of any Change of Control to make any required debt repayment (including repurchases of the Notes). See “Risk Factors—Risks Related to Our Indebtedness and the Notes—We may not have the ability to raise the funds necessary to finance the Change of Control Offer required by the Indenture governing the Notes.”

 

Mandatory Offer to Repurchase Following Certain Asset Sales

If we sell assets under certain circumstances and do not use the proceeds for specified purposes, we will be required to make an offer to repurchase the Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See “Description of Notes—Certain Covenants—Limitations on Asset Sales.”

 

Certain Covenants

The terms of the Notes restrict our ability and the ability of certain of our subsidiaries to:

 

  •   incur or guarantee additional indebtedness;

 

  •   create liens on assets;

 

  •   pay dividends or purchase or redeem our capital stock;

 

  •   prepay, redeem or repurchase certain debt;

 

  •   enter into agreements restricting our subsidiaries’ ability to pay dividends;

 

  •   make certain investments;

 

  •   sell assets;

 

  •   issue preferred stock;

 

  •   enter into transactions with our affiliates; or

 

  •   effect a consolidation or merger.

 

  However, these limitations will be subject to a number of important qualifications and exceptions. See “Description of Notes.”

 

No Established Trading Market

We do not plan to list the Exchange Notes on any securities exchange or to arrange to have the Exchange Notes included on any automated dealer quotation systems. Accordingly, we cannot assure you that an active or liquid trading market for the Exchange Notes will develop. If an active or liquid trading market for the Exchange Notes does not develop, the market price and liquidity of the Exchange Notes may be adversely affected.

 



 

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Risk Factors

Investing in the Exchange Notes involves substantial risks and uncertainties. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to participate in the Exchange Offer.

 



 

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Summary of Selected Financial Data

The following sets forth our selected financial and operating data. The following information is only a summary and should be read in conjunction with the more detailed information contained in our consolidated financial statements and the related notes thereto, and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, each of which is incorporated by reference into this prospectus.

The following summary consolidated historical financial data is derived from our audited consolidated financial statements for the years ended December 31, 2016 and 2015, and from our unaudited condensed consolidated financial statements for the six months ended June 30, 2017 and 2016. The unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in our opinion, include all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair presentation of our results of operations for such periods. Operating results for any interim or historical period are not necessarily indicative of the results for any full fiscal year or indicative of results that may be expected for any future period.

 

     Six Months Ended
June 30,		     Year Ended
December 31,		  
(in thousands, except per share amounts)    2017     2016     2016     2015  
     (unaudited)              

Revenues

         

Homebuilding revenues

         

Home sales revenues

    $ 514,008     $ 438,260     $ 978,733     $ 725,437  

Land sales and other revenues

      4,389       5,478       15,707       9,052  
  

 

 

    

 

 

    

 

 

    

 

 

  
     518,397       443,738       994,440       734,489  

Financial services revenue

      1,743       —         —         —    
  

 

 

    

 

 

    

 

 

    

 

 

  

Total revenues

      520,140       443,738       994,440       734,489  

Homebuilding Cost of Revenues

         

Cost of home sales revenues

      (416,212 )      (352,236 )      (786,127 )      (579,203 ) 

Cost of land sales and other revenues

      (2,890 )      (4,013 )      (14,217 )      (8,432 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  
     (419,102 )      (356,249 )      (800,344 )      (587,635 ) 

Financial services costs

      (2,199 )      —         —         —    

Selling, general, and administrative

      (67,432 )      (56,568 )      (122,224 )      (87,840 ) 

Acquisition expense

      (1,439 )      (413 )      (490 )      (491 ) 

Equity in income of unconsolidated subsidiaries

      3,931       —         —         —    

Other income

      1,261       1,018       1,277       1,291  
  

 

 

    

 

 

    

 

 

    

 

 

  

Income before income tax expense

      35,160       31,526       73,149       60,305  

Income tax expense

      (11,530 )      (10,401 )      (23,609 )      (20,415 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net income

    $ 23,630     $ 21,125     $ 49,540     $ 39,890  
  

 

 

    

 

 

    

 

 

    

 

 

  

Earnings per share:

         

Basic

    $ 1.07     $ 1.00     $ 2.34     $ 1.88  

Diluted

    $ 1.06     $ 1.00     $ 2.33     $ 1.88  
  

 

 

    

 

 

    

 

 

    

 

 

  

Balance Sheet Data (end of period):

         

Cash and cash equivalents

    $ 336,786     $ 10,684     $ 29,450     $ 29,287  

Inventories

    $ 926,992     $ 869,741     $ 857,885     $ 810,137  

Total assets

    $ 1,405,506     $ 971,112     $ 1,007,528     $ 917,741  

Total debt

    $ 787,400     $ 412,851     $ 454,088     $ 390,243  

Total liabilities

    $ 883,679     $ 540,342     $ 533,892     $ 508,262  

Total stockholders’ equity

    $ 521,827     $ 430,770     $ 473,636     $ 409,479  

 



 

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     Six Months Ended
June 30,		     Year Ended
December 31,		  
(dollars in thousands)    2017     2016     2016     2015  
     (unaudited)              

Other Operating Information:

         

Number of homes delivered

      1,361       1,307       2,825       2,401  

Average sales price of homes delivered

    $ 377.7     $ 335.3     $ 346.5     $ 302.1  

Homebuilding gross margin percentage

      19.0 %      19.6 %      19.7 %      20.2 % 

Cancellation rates

      17 %      18 %      20 %      21 % 

Backlog at end of period, number of homes

      1,366       1,070       749       714  

Backlog at end of period, aggregate sales value

    $ 522,642     $ 406,742     $ 302,823     $ 271,138  

Average sales price of homes in backlog

    $ 382.6     $ 380.1     $ 404.3     $ 379.7  

Net new home contracts

      1,978       1,663       2,860       2,356  

Selling communities at period end

      91       91       89       88  

Total owned and controlled lot inventory

      22,566       14,043       18,296       13,160  

Adjusted EBITDA(1)

    $ 50,783     $ 42,530     $ 99,853     $ 77,783  

 

(1) This is a non-GAAP financial measure. See definition and reconciliation below.

The following table presents EBITDA and Adjusted EBITDA for the six months ended June 30, 2017 and 2016, and the years ended December 31, 2016 and 2015. Adjusted EBITDA is a non-GAAP financial measure we use as a supplemental measure in evaluating operating performance. We define Adjusted EBITDA as consolidated net income before (i) income tax expense, (ii) interest in cost of home sales revenues, (iii) other interest expense, (iv) depreciation and amortization expense, and (v) adjustments resulting from the application of purchase accounting for acquired work in process inventory related to business combinations. We believe Adjusted EBITDA provides an indicator of general economic performance that is not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization, and items considered to be non-recurring. Accordingly, our management believes that this measurement is useful for comparing general operating performance from period to period. Adjusted EBITDA should be considered in addition to, and not as a substitute for, consolidated net income in accordance with GAAP as a measure of performance. Our presentation of Adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or non-recurring items. Our Adjusted EBITDA is limited as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

 

     Six Months Ended
June 30,		      Year Ended
December 31,		  
(dollars in thousands)    2017      2016      2016      2015  

Net income

    $ 23,630      $ 21,125      $ 49,540      $ 39,890  

Income tax expense

      11,530        10,401        23,609        20,415  

Interest in cost of home sales revenues

      11,831        7,985        19,502        10,082  

Interest expense

      2        4        5        10  

Depreciation and amortization expense

      2,818        2,797        5,580        4,713  
  

 

 

     

 

 

     

 

 

     

 

 

  

EBITDA

      49,811        42,312      $ 98,236      $ 75,110  

Purchase price accounting for acquired work in process inventory

      117        218        389        2,673  

Purchase price accounting for investment in unconsolidated subsidiaries

      855        —          1,228        —    
  

 

 

     

 

 

     

 

 

     

 

 

  

Adjusted EBITDA

    $ 50,783      $ 42,530      $ 99,853      $ 77,783  
  

 

 

     

 

 

     

 

 

     

 

 

  

 



 

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RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in the Exchange Notes or participating in the Exchange Offer. The risks described below are not the only ones facing the Company. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing the Company described below and elsewhere in this prospectus. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Concerning Forward-Looking Statements.”

Risks Related to Our Indebtedness and the Notes

We use and expect to continue to use leverage in executing our business strategy, which may adversely affect the return on our assets.

We may incur a substantial amount of debt in the future. As of September 30, 2017, we had approximately $775.8 million in outstanding indebtedness, consisting of $378.9 million outstanding on our 6.875% Senior Notes due 2022 (which we refer to as our “Existing 6.875% Notes”), $394.8 million outstanding on the Initial Notes, and $2.1 million outstanding on insurance premium notes. As of September 30, 2017, we had $400 million of available borrowing capacity, with no borrowings outstanding, under our revolving credit facility. Our board of directors will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets, and the Company as a whole, to generate cash flow to cover the expected debt service. Our charter does not contain a limitation on the amount of debt we may incur and our board of directors may change our target debt levels at any time without the approval of our stockholders.

Incurring a substantial amount of debt could have important consequences for our business, including:

 

  •   making it more difficult for us to satisfy our obligations with respect to our debt or to our trade or other creditors;

 

  •   increasing our vulnerability to adverse economic or industry conditions;

 

  •   limiting our ability to obtain additional financing to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is limited;

 

  •   requiring a substantial portion of our cash flows from operations for the payment of interest on our debt and reducing our ability to use our cash flows to fund working capital, capital expenditures, acquisitions and general corporate requirements;

 

  •   limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

 

  •   placing us at a competitive disadvantage to less leveraged competitors.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us through capital markets financings or under our credit facilities or otherwise in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, on or before its maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms, or at all. In addition, we may incur additional indebtedness in order to finance our operations or to repay existing indebtedness. If we cannot service

 

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our indebtedness, we may have to take actions such as selling assets, seeking additional debt or equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms, or at all, or on terms that would be advantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns.

We expect to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. Our access to additional third-party sources of financing will depend, in part, on:

 

  •   general market conditions;

 

  •   the market’s perception of our growth potential;

 

  •   with respect to acquisition and/or development financing, the market’s perception of the value of the land parcels to be acquired and/or developed;

 

  •   our current debt levels;

 

  •   our current and expected future earnings;

 

  •   our cash flow; and

 

  •   the market price per share of our common stock.

If the capital and credit markets experience increased volatility or weakness, potential lenders may be unwilling or unable to provide us with financing that is attractive to us or may charge us prohibitively high fees in order to obtain financing. In such a situation, investment returns on our assets and our ability to make acquisitions could be adversely affected by our inability to secure additional financing on reasonable terms, if at all.

Depending on market conditions at the relevant time, we may have to rely more heavily on additional equity financings or on less efficient forms of debt financing that require a larger portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities and other purposes. We may not have access to such equity or debt capital on favorable terms at the desired times, or at all.

We may not be able to generate sufficient cash flow to meet our debt service obligations, including the Notes.

Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations, including the Notes, will depend on our current and future financial performance, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In the future, we may fail to generate sufficient cash flow from the sales of our homes and land to meet our cash requirements. Further, our capital requirements may vary materially from those currently planned if, for example, our revenues do not reach expected levels or we have to incur unforeseen capital expenditures and make investments to maintain our competitive position. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including interest payments and the payment of principal at maturity, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timeliness and amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Furthermore, our ability to refinance would depend upon the condition of the finance and credit markets. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms or on a timely basis, would materially affect our business, financial condition or results of operations and may delay or prevent the expansion of our business.

 

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We are dependent upon payments from our subsidiaries to fund payments on our indebtedness, including the Notes, and our ability to receive funds from our subsidiaries is dependent upon the profitability of our subsidiaries and restrictions imposed by law and contracts.

We are dependent on the cash flow of, and dividends and distributions to us from, our subsidiaries in order to service our existing indebtedness, including the Notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to any indebtedness of ours or to make any funds available therefor, except for those subsidiaries that have guaranteed our obligations under our outstanding indebtedness and that guarantee our obligations under the Notes. The ability of our subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of any debt instruments of our subsidiaries then in effect as well as among other things, the availability of profits or funds and requirements of applicable laws, including surplus, solvency and other limits imposed on the ability of companies to pay dividends. There can be no assurance that our subsidiaries will generate cash flow sufficient to pay dividends or distributions to us that enable us to pay interest or principal on our existing indebtedness or the Notes.

The Indenture governing the Notes, as well as other agreements governing our debt, include provisions that may restrict our financial and business operations, but may not necessarily restrict our ability to take actions that may impair our ability to repay our debt, including the Notes.

The agreements governing our indebtedness, including our revolving credit facility, the indenture that governs our Existing 6.875% Notes, and the Indenture that governs the Notes, contain negative covenants customary for such financings, such as limiting our ability to sell or dispose of assets, incur additional indebtedness or liens, make certain restricted payments, make certain investments, consummate mergers, consolidations or other business combinations or engage in other lines of business. These restrictions may interfere with our ability to engage in other necessary or desirable business activities, which could materially affect our business, financial condition or results of operations.

Our revolving credit facility also requires us to comply with certain financial ratios and covenants, such as maximum consolidated leverage ratios, minimum consolidated interest coverage ratios and minimum tangible net worth. Our ability to comply with these covenants depends on our financial condition and performance and also is subject to events outside our control. Asset write-downs, other non-cash charges and other one-time events also impact our ability to comply with these covenants. In addition, these restrictions may interfere with our ability to obtain financing or to engage in other necessary or desirable business activities, which may have a material effect on our operations. These covenants are subject to important exceptions and qualifications. See “Description of Other Indebtedness.” Moreover, if we fail to comply with these covenants and are unable to obtain a waiver or amendment, an event of default would result. Our revolving credit facility, the indenture that governs our Existing 6.875% Notes, and other debt agreements, including the Indenture governing the Notes, also contain other events of default customary for such financings. We cannot provide assurance that we would have sufficient liquidity to repay or refinance our debt, including the Notes, if such amounts were accelerated upon an event of default. If we are unable to service our debt, this could materially affect our business, financial condition or results of operations.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.

Any default under the agreements covering our indebtedness that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could make us unable to pay the principal, premium, if any, and interest on the Notes and substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain alternative financing necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we would be in default under the terms of the agreements governing such indebtedness, which

 

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could also result in an event of default under other financing agreements. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, or we could be forced to apply all available cash flows to repay such indebtedness, and, in any case, we could ultimately be forced into bankruptcy or liquidation.

The repayment of the Notes will be effectively subordinated to substantially all of our future secured debt and the future secured debt of our guarantors.

The Notes, and each guarantee of the Notes, are unsecured obligations. The Notes, and any other unsecured debt obligations of ours, are effectively junior in right of payment to all of our future secured indebtedness to the extent of the value of the collateral securing such indebtedness. In the event of our bankruptcy, or the bankruptcy of any of the guarantors, holders of any of our or such guarantors’ secured indebtedness will have claims that are senior to the claims of the holders of any of our unsecured debt obligations with respect to the value of the assets securing such indebtedness.

If we defaulted on our obligations under any of our secured debt, our secured lenders could proceed against the collateral granted to them to secure that indebtedness. If any secured indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay in full that indebtedness and our other indebtedness, including the Notes. In addition, upon any distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganization or similar proceeding, the holders of secured indebtedness will be entitled to receive payment in full from the proceeds of the collateral securing such secured indebtedness before the holders of the Notes will be entitled to receive any payment with respect thereto. As a result, the holders of the Notes may recover proportionally less than holders of secured indebtedness.

As of September 30, 2017, we and our guarantors did not have any secured indebtedness.

The Notes and related guarantees are structurally subordinated to indebtedness of our existing and future non-guarantor subsidiaries.

Certain of our existing and newly acquired or created subsidiaries which are immaterial or which we designate as unrestricted subsidiaries will not be required to guarantee the Notes. The Notes are structurally subordinated to all indebtedness and other liabilities and commitments, including trade payables, of our existing and future subsidiaries that do not guarantee the Notes. All obligations of the newly acquired or created non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or our creditors, including the holders of the Notes. In the event of bankruptcy, liquidation or dissolution of any of the newly acquired or created non-guarantor subsidiaries, following payment by such subsidiary of its liabilities, such subsidiary may not have sufficient assets necessary to make payments to us as its direct or indirect equity holder or otherwise. This may materially and adversely affect our ability to make payments to the holders of the Notes.

In addition, our subsidiaries that provide, or will provide, Note guarantees will be automatically released from those Note guarantees upon the occurrence of certain events, including the following:

 

  •   the designation of that guarantor as an unrestricted subsidiary;

 

  •   the release or discharge of any guarantee or indebtedness that resulted in the creation of the Note guarantee by such guarantor; or

 

  •   the sale or other disposition, including the sale of substantially all the assets, of that guarantor.

If any Note guarantee is released, no holder of the Notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim, if any, of any holders of the Notes. See “Description of Notes—Note Guarantees.”

 

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As of September 30, 2017, our non-guarantor subsidiaries accounted for $28.3 million of our consolidated liabilities, including debt and trade payables but excluding intercompany liabilities. For additional information about the operations, assets and liabilities of our non-guarantor subsidiaries, see note 16 to our unaudited condensed consolidated financial statements for the six months ended June 30, 2017 included in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, which is incorporated by reference into this prospectus.

The Notes are not secured by our assets or the assets of the guarantors.

The Notes and the related guarantees will not be secured by any of our assets or any of the assets of the guarantors. In addition, we have entered into various project-level financing arrangements for certain construction projects and land acquisitions, and our obligations thereunder are secured by the underlying projects or land, as applicable.

Because the Notes and the related guarantees will be unsecured obligations, your right of repayment may be compromised if any of the following situations occur:

 

  •   we enter into a bankruptcy, liquidation, reorganization or any other winding-up proceeding;

 

  •   there is a default in payment under our secured indebtedness; or

 

  •   there is an acceleration of any indebtedness under our secured indebtedness.

If any of these events occurs, the secured creditors could sell those of the guarantors’ assets in which they have been granted a security interest, to your exclusion, even if an event of default exists under the Indenture at such time. As a result, upon the occurrence of any of these events, there may not be sufficient funds to pay amounts due on the Notes and the related guarantees.

Federal and state fraudulent transfer laws permit a court to void the Exchange Notes and the guarantees, and, if that occurs, you may not receive any payments on the Exchange Notes.

The issuance of the Exchange Notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes and bankruptcy and insolvency statutes. While the relevant laws may vary from jurisdiction to jurisdiction, under such laws the payment of consideration will generally be a fraudulent conveyance if (i) the issuers or the guarantors paid the consideration with the intent of hindering, delaying or defrauding creditors or (ii) any of the issuers or the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the Exchange Notes or a guarantee and, in the case of (ii) only, one of the following is also true:

 

  •   any of the issuers or the guarantors were insolvent or rendered insolvent by reason of the incurrence of the indebtedness; or

 

  •   payment of the consideration left any of the issuers or the guarantors with an unreasonably small amount of capital to carry on the business; or

 

  •   any of the issuers or the guarantors intended to, or believed that it would, incur debts beyond its ability to pay as they mature.

If a court were to find that the issuance of the Exchange Notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the Exchange Notes or such guarantee or subordinate the Exchange Notes or such guarantee to presently existing and future indebtedness of the issuers or such guarantor, or require the holders of the Exchange Notes to repay any amounts received or pay such amounts to a fund for the benefit of our creditors. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the Exchange Notes.

 

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Generally, an entity would be considered insolvent if at the time it incurred indebtedness:

 

  •   the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or

 

  •   the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

 

  •   it could not pay its debts, including contingent liabilities, as they become due.

We cannot assure you as to what standard a court would apply in order to determine whether we or the guarantors were “insolvent” as of the date the Exchange Notes were issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that we were insolvent on that date. We also cannot assure you that a court would not determine, regardless of whether we were insolvent on the date the Exchange Notes were issued, that the payments constituted fraudulent transfers on another ground. If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the Exchange Notes.

The Indenture limits the obligations of each guarantor under its guarantee to the maximum amount that would be enforceable under applicable law in order to avoid invalidation of the guarantees. However, we cannot assure you that a court would give effect to such provisions. One court has held that a “savings clause” (of the type described in the foregoing sentence) in connection with upstream guarantees was unenforceable as a matter of New York contract law, which could increase the risk of a subsidiary guarantee being deemed invalid.

The credit ratings assigned to the Notes may not reflect all risks of an investment in the Notes.

The credit ratings assigned to the Notes reflect the rating agencies’ assessments of our ability to make payments on the Notes when due. Credit ratings are not recommendations to purchase, hold or sell the Notes. Consequently, actual or anticipated changes in these credit ratings will generally affect the market value of the Notes. These credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors related to the value of the Notes.

Adverse changes in the ratings of the Notes may cause their trading price to fall and affect the marketability of the Notes.

Our debt will have a non-investment grade rating. Rating agencies may lower, suspend or withdraw ratings on the Notes or our other debt in the future for any number of reasons due to our performance or expected future performance. Holders of the Notes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of such ratings. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market prices or marketability of the Notes.

We may not have the ability to raise the funds necessary to finance the Change of Control Offer required by the Indenture governing the Notes.

Upon the occurrence of a “Change of Control” (as defined in the Indenture governing the Notes), we must offer to buy back all the Notes at a price equal to 101% of their principal amount, together with any accrued and unpaid interest, if any, to the date of repurchase. Our failure to purchase, or give notice of purchase of, the Notes would be a default under the Indenture. See “Description of Notes—Change of Control.” The occurrence of a Change of Control would constitute a default under our revolving credit facility, and could constitute an event of default under our other indebtedness.

 

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If a Change of Control occurs, it is possible that we may not have sufficient assets at the time of the Change of Control to make the required repurchase of Notes or to satisfy all obligations under our other debt instruments, including future debt instruments. In order to satisfy our obligations, we could seek to refinance our indebtedness or obtain a waiver from the other lenders or you as a holder of the Notes. We cannot assure you that we would be able to obtain a waiver or refinance our indebtedness on terms acceptable to us, if at all. Our failure to repurchase any Notes submitted in a Change of Control Offer (as defined in the Indenture governing the Notes) could constitute an event of default under our other debt documents, even if the Change of Control Offer itself would not cause a default under the Indenture.

There is uncertainty about the meaning of the phrase “all or substantially all” under applicable laws in connection with determining whether a Change of Control has occurred.

One of the events that triggers our obligation to repurchase the Notes upon a change in control triggering event is the sale of all or substantially all of our assets. The phrase “all or substantially all” as used in the Indenture varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under the law that governs the Indenture and is subject to judicial interpretation. In certain circumstances, there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of our assets, and therefore, it may be unclear as to whether a Change of Control has occurred and whether you have the right to require us to repurchase the Notes.

We may be unable to repay the Notes at maturity.

At maturity, the entire outstanding principal amount of the Notes, together with accrued and unpaid interest, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations.

The terms of the Indenture and the Notes provide only limited protection against significant corporate events and other actions we may take that could adversely impact your investment in the Notes.

While the Indenture and the Notes contain terms intended to provide protection to the holders of the Notes upon the occurrence of certain events involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the Notes. The definition of the term “Change of Control” (as defined in the Indenture governing the Notes) does not cover a variety of transactions (such as acquisitions by us or recapitalizations) that could negatively affect the value of your Notes. If we were to enter into a significant corporate transaction that would negatively affect the value of the Notes but would not constitute a Change of Control, we would not be required to offer to repurchase your Notes prior to their maturity. Furthermore, the Indenture for the Notes does not require us to maintain any financial ratios or specific levels of net worth, sales, income, cash flow or liquidity. As a result of the foregoing, when evaluating the terms of the Notes, you should be aware that the terms of the Indenture and the Notes may not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, including highly leveraged transactions, reorganizations, restructurings, mergers or other similar transactions, that could have an adverse impact on your investment in the Notes.

Secured indebtedness exposes us to the possibility of foreclosure on our ownership interests in our land parcels.

Incurring mortgage and other secured indebtedness increases our risk of loss of our ownership interests in our land parcels or other assets because defaults thereunder, and the inability to refinance such indebtedness, may result in foreclosure action initiated by lenders.

Interest expense on debt we will incur may limit our cash available to fund our growth strategies.

As of September 30, 2017, we had approximately $775.8 million in outstanding indebtedness, consisting of $378.9 million outstanding on our Existing 6.875% Notes, $394.8 million outstanding on the Initial Notes, and

 

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$2.1 million outstanding on insurance premium notes. As of September 30, 2017, we had $400 million of available borrowing capacity, with no borrowings outstanding, under our revolving credit facility. As part of our growth strategy, we may incur a significant amount of additional debt. Certain of our current debt has, and any additional debt we subsequently incur may have, a floating rate of interest. Higher interest rates could increase debt service requirements on our current floating rate debt and on any floating rate debt we subsequently incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay existing debt during periods of rising interest rates, we could be required to refinance our then-existing debt on unfavorable terms or liquidate one or more of our assets to repay such debt at times which may not permit realization of the maximum return on such assets and could result in a loss. The occurrence of either such event or both could materially and adversely affect our cash flows and results of operations.

Interest rate changes may adversely affect us.

We currently do not hedge against interest rate fluctuations. We may obtain in the future one or more forms of interest rate protection (in the form of swap agreements, interest rate cap contracts or similar agreements) in order to hedge against the possible negative effects of interest rate fluctuations. However, we cannot assure you that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our assets at times which may not permit us to receive an attractive return on our assets in order to meet our debt service obligations.

If an actual trading market does not develop for the Notes, you may not be able to resell the Notes quickly, for the price that you paid, or at all.

We do not intend to apply for the Notes to be listed on any securities exchange or to arrange for any quotation on any automated dealer quotation systems. As a result, we cannot assure you as to the liquidity of any trading market for the Notes.

We also cannot assure you that you will be able to sell your Notes at a particular time, or at all, or that the prices that you receive when you sell them will be favorable. You may not be able to resell your Notes at their fair market value. The liquidity of, and trading market for, the Notes may also be adversely affected by, among other things:

 

  •   the number of holders of Notes;

 

  •   prevailing interest rates;

 

  •   our operating performance and financial condition;

 

  •   the interest of securities dealers in making a market; and

 

  •   the amount of indebtedness we have outstanding, the repayment features of the Notes to be sold, the time remaining to maturity of your Notes and the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in the prices of securities similar to the Notes. It is possible that the market for the Notes will be subject to disruptions. Any disruptions may have a negative effect on noteholders, regardless of our prospects and financial performance.

We may redeem the Notes at our option, which may adversely affect your return.

As described under “Description of Notes—Optional Redemption,” we have the right to redeem the Notes in whole or in part beginning on July 15, 2020. In addition, we may redeem up to 100% of the Notes before

 

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July 15, 2020 at a make-whole premium and up to 35% of the Notes before July 15, 2020, with the net cash proceeds from certain equity offerings. We may choose to exercise this redemption right when prevailing interest rates are relatively low. As a result, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the Notes.

The lenders under our revolving credit facility have the ability to release any guarantors under our revolving credit facility in a variety of circumstances, which, in certain circumstances, will cause those guarantors to be released from their guarantees of the Notes.

The lenders under our revolving credit facility have the ability to release any guarantors under our revolving credit facility in a variety of circumstances, and if the released guarantors are no longer guarantors of obligations under our revolving credit facility or any other indebtedness, those guarantors will, in certain circumstances, be automatically released as guarantors of the Notes without action by, or consent of, the holders of the Notes or the trustee under the Indenture governing the Notes. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the Notes, and the Notes will be structurally subordinated to the indebtedness and other liabilities and commitments, including trade payables, of those non-guarantor subsidiaries. See “Description of Notes—Note Guarantees.”

Our current financing arrangements contain, and our future financing arrangements likely will contain, restrictive covenants relating to our operations.

Our current financing arrangements contain, and the financing arrangements we enter into in the future likely will contain, covenants (financial and otherwise) affecting our ability to incur additional debt, make certain investments, reduce liquidity below certain levels, make distributions to our stockholders and otherwise affect our operating policies. The restrictions contained in our financing arrangements could also limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business plans. If we fail to meet or satisfy any of these covenants in our debt agreements we would be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral or enforce their respective interests against existing collateral. A default also could limit significantly our financing alternatives, which could cause us to curtail our investment activities and/or dispose of assets when we otherwise would not choose to do so. If we default on several of our debt agreements or any single significant debt agreement, it could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

We may require additional capital in the future and may not be able to secure adequate funds on terms acceptable to us.

The expansion and development of our business may require significant capital, which we may be unable to obtain, to fund our capital expenditures and operating expenses, including working capital needs. In accordance with our growth strategy, we expect to opportunistically raise additional debt capital to help fund the growth of our business, subject to market and other conditions, but such debt capital may not be available to us on a timely basis at reasonable rates, or at all.

In the future, we may fail to generate sufficient cash flow from the sales of our homes and land to meet our cash requirements. Further, our capital requirements may vary materially from those currently planned if, for example, our revenues do not reach expected levels or we have to incur unforeseen capital expenditures and make investments to maintain our competitive position. If this is the case, we may require additional financing sooner than anticipated or we may have to delay or abandon some or all of our development and expansion plans or otherwise forego market opportunities.

To a large extent, our cash flow generating ability is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our

 

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business will generate cash flow from operations in an amount sufficient to enable us to fund our liquidity needs. As a result, we may need to refinance all or a portion of our debt, on or before its maturity, or obtain additional equity or debt financing. We cannot assure you that we will be able to do so on favorable terms, if at all. Any inability to generate sufficient cash flow, refinance our debt or incur additional debt on favorable terms could adversely affect our financial condition and could cause us to be unable to service our debt and may delay or prevent the expansion of our business.

We are permitted to create unrestricted subsidiaries, which generally will not be subject to any of the covenants in the Indenture, and we may not be able to rely on the cash flow or assets of those unrestricted subsidiaries to pay our indebtedness.

Unrestricted subsidiaries will generally not be subject to the covenants under the Indenture. Unrestricted subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the Notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of our indebtedness, including the Notes. See “Description of Notes” for further information.

Covenant restrictions under our revolving credit facility and other agreements governing our indebtedness impose operating and financial restrictions on us and may limit our ability to operate our business and to make payments on the Notes and other outstanding indebtedness.

The credit agreement that governs our revolving credit facility, the indenture that governs our Existing 6.875% Notes, and the Indenture that governs the Notes contain covenants that restrict our ability to finance future operations or capital needs, to take advantage of other business opportunities that may be in our interest or to satisfy our obligations under the Notes. These covenants restrict our ability to, among other things:

 

  •   incur or guarantee additional debt or extend credit;

 

  •   pay dividends or make distributions on, or redeem or repurchase, our capital stock or certain other debt;

 

  •   make other restricted payments, including investments;

 

  •   dispose of assets;

 

  •   engage in transactions with affiliates;

 

  •   enter into agreements restricting our subsidiaries’ ability to pay dividends;

 

  •   create liens on our assets or engage in sale/leaseback transactions; and

 

  •   effect a consolidation or merger, or sell, transfer, lease all or substantially all of our assets.

The limitations in our credit agreement for our revolving credit facility, the indenture that governs our Existing 6.875% Notes, and other instruments governing indebtedness that we may incur in the future may restrict our ability to repay our existing outstanding indebtedness.

Risks Related to the Exchange Offer

Your Initial Notes will not be accepted for exchange if you fail to follow the Exchange Offer procedures and, as a result, your Initial Notes will continue to be subject to existing transfer restrictions and you may not be able to sell them freely.

We will not accept your Initial Notes for exchange if you do not follow the proper Exchange Offer procedures. We will issue Exchange Notes as part of the Exchange Offer only after timely receipt of your Initial Notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your Initial Notes, please allow sufficient time to ensure timely delivery. If we do not

 

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receive your Initial Notes, letter of transmittal and other required documents (or permitted equivalents thereof) prior to the expiration of the Exchange Offer, we will not accept your Initial Notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of Initial Notes for exchange. If there are defects or irregularities with respect to your tender of Initial Notes, we may not accept your Initial Notes for exchange. For more information, see “The Exchange Offer—Procedures for Tendering Initial Notes.”

If you do not exchange your Initial Notes in the Exchange Offer, the transfer restrictions currently applicable to your Initial Notes will remain in force, your ability to resell your Initial Notes could be limited, and the market price of your Initial Notes could decline.

If you do not exchange your Initial Notes for Exchange Notes in the Exchange Offer, you will no longer be entitled to exchange your Initial Notes for Exchange Notes registered under the Securities Act, and your Initial Notes will continue to be subject to the transfer restrictions applicable thereto as set forth in the Indenture. In general, the Initial Notes may not be offered or sold unless in transactions that are registered, or exempt from registration, under, or not subject to, the Securities Act (including pursuant to Rule 144 under the Securities Act, as and when available) and applicable state securities laws. Except in connection with the Exchange Offer and the other limited circumstances provided under the Registration Rights Agreement, we do not intend to register resales of the Initial Notes under the Securities Act. You should refer to “Summary—The Exchange Offer” and “The Exchange Offer” for information on how to tender your Initial Notes.

To the extent that Initial Notes are tendered and accepted in the Exchange Offer, the trading market for the untendered Initial Notes could be adversely affected. The tender of Initial Notes in the Exchange Offer will reduce the principal amount of the currently outstanding Initial Notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any currently outstanding Initial Notes that you will continue to hold following the completion of the Exchange Offer.

Risks Related to Our Business

Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could have a material adverse effect on us.

The residential homebuilding industry is cyclical and is highly sensitive to changes in local and general economic conditions that are outside our control, including:

 

  •   consumer confidence, levels of employment, personal income growth and household debt-to-income levels of potential homebuyers;

 

  •   the availability of financing for homebuyers, including private and federal mortgage financing programs and federal, state, and provincial regulation of lending practices;

 

  •   real estate taxes and federal and state income tax provisions, including provisions for the deduction of mortgage interest payments;

 

  •   U.S. and global financial system and credit markets, including short- and long-term interest rates and inflation;

 

  •   housing demand from population growth and demographic changes (including immigration levels and trends in urban and suburban migration);

 

  •   competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional investment funds; and

 

  •   the supply of new or existing homes and other housing alternatives, such as apartments and other residential rental property.

 

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The U.S. housing market can also be negatively impacted by declining consumer confidence, restrictive mortgage standards, and relatively large supplies of foreclosures, resales and new homes, among other factors. In the event these economic and business factors occur, we could experience declines in the market value of our inventory and demand for our homes, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

The health of the residential homebuilding industry may also be significantly affected by “shadow inventory” levels. “Shadow inventory” refers to the number of homes with a mortgage that are in some form of distress but that have not yet been listed for sale. Shadow inventory can occur when lenders put properties that have been foreclosed or forfeited to lenders on the market gradually, rather than all at once, or delay the foreclosure process. They may choose to do so because of regulations and foreclosure moratoriums, because of the additional costs and resources required to process and sell foreclosed properties, or because they want to avoid depressing housing prices further by putting many distressed properties up for sale at the same time. A significant shadow inventory in our markets could, were it to be released into our markets, adversely impact home prices and demand for our homes, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, an important segment of our customer base consists of first- and second-time move-up buyers, who often purchase homes subject to contingencies related to the sale of their existing homes. The difficulties that these buyers face in selling their homes during periods of weak economic conditions may adversely affect our sales. Moreover, during such periods, we may need to reduce our sales prices and offer greater incentives to buyers to compete for sales that may result in reduced margins.

Our long-term growth depends upon our ability to successfully identify and acquire desirable land parcels for residential build-out.

Our future growth depends upon our ability to successfully identify and acquire attractive land parcels for development of our homes at reasonable prices and with terms that meet our underwriting criteria. Our ability to acquire land parcels for new homes may be adversely affected by changes in the general availability of land parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for available land parcels, availability of financing to acquire land parcels, zoning and other market conditions. If the supply of land parcels appropriate for development of homes is limited because of these factors, or for any other reason, our ability to grow could be significantly limited, and the number of homes that we build and sell could decline. Additionally, our ability to begin new projects could be impacted if we elect not to purchase land parcels under option contracts. To the extent that we are unable to purchase land parcels timely or enter into new contracts for the purchase of land parcels at reasonable prices, our home sales revenue and results of operations could be negatively impacted.

Our geographic concentration could materially and adversely affect us if the homebuilding industry in our current markets should decline.

Our business strategy is focused on the design, construction and sale of single-family detached and attached homes in metropolitan areas in the states of California, Colorado, Georgia, Nevada, North Carolina, Tennessee, Texas, Utah, and Washington. Because our operations are concentrated in these areas, a prolonged economic downturn in one or more of these areas could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations, and a disproportionately greater impact on us than other homebuilders with more diversified operations.

Any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and have an adverse impact on us.

In the United States, the unemployment rate was 4.4% as of the end of August 2017, according to the U.S. Bureau of Labor Statistics. People who are not employed, are underemployed or are concerned about the loss of

 

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their jobs are less likely to purchase new homes, may be forced to try to sell the homes they own and may face difficulties in making required mortgage payments. Therefore, any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and have an adverse impact on us both by reducing the demand for the homes we build and by increasing the supply of homes for sale.

If homebuyers are not able to obtain suitable financing, our results of operations may decline.

A substantial majority of our homebuyers finance their home purchases through lenders that provide mortgage financing. First-time homebuyers are generally more affected by the availability of financing than other potential homebuyers. These buyers are an important source of our demand. A limited availability of home mortgage financing may adversely affect the volume of our home sales and the sales prices we achieve in the United States.

During the recent past, the mortgage lending industry in the United States has experienced significant instability, beginning with increased defaults on subprime loans and other nonconforming loans and compounded by expectations of increasing interest payment requirements and further defaults. This in turn resulted in a decline in the market value of many mortgage loans and related securities. In response, lenders, regulators and others questioned the adequacy of lending standards and other credit requirements for several loan products and programs offered in recent years. Credit requirements have tightened, and investor demand for mortgage loans and mortgage-backed securities has declined. The deterioration in credit quality during the downturn had caused almost all lenders to stop offering subprime mortgages and most other loan products that were not eligible for sale to the Federal National Mortgage Association (which we refer to as “Fannie Mae”) or the Federal Home Loan Mortgage Corporation (which we refer to as “Freddie Mac”), or loans that did not conform to Fannie Mae, Freddie Mac, Federal Housing Administration (which we refer to as “FHA”), or Veterans Administration (which we refer to as the “VA”) requirements. Fewer loan products and tighter loan qualifications may continue to make it more difficult for certain buyers to finance the purchase of our homes. These factors may reduce the pool of qualified homebuyers and make it more difficult to sell to first-time and move-up buyers who have historically made up a substantial part of our customers. Reductions in demand adversely affected our business and financial results during the downturn. The liquidity provided by Fannie Mae and Freddie Mac to the mortgage industry has been very important to the housing market. These entities have required substantial injections of capital from the federal government and may require additional government support in the future. Several federal government officials have proposed changing the nature of the relationship between Fannie Mae and Freddie Mac and the federal government and even nationalizing or eliminating these entities entirely. If Fannie Mae and Freddie Mac were dissolved or if the federal government determined to stop providing liquidity support to the mortgage market, there would be a reduction in the availability of the financing provided by these institutions. Any such reduction would likely have an adverse effect on interest rates, mortgage availability and our sales of new homes. The FHA insures mortgage loans that generally have lower loan payment requirements and qualification standards compared to conventional guidelines, and as a result, continue to be a particularly important source for financing the sale of our homes. In recent years, lenders have taken a more conservative view of FHA guidelines causing significant tightening of borrower eligibility for approval. Availability of condominium financing and minimum credit score benchmarks has reduced opportunity for those purchasers. In the future, there may be further restrictions on FHA-insured loans, including limitations on seller-paid closing costs and concessions. This or any other restriction may negatively affect the availability or affordability of FHA financing, which could adversely affect our potential homebuyers’ ability to secure adequate financing and, accordingly, our ability to sell homes in the United States. In addition, changes in federal and provincial regulatory and fiscal policies aimed at aiding the home buying market (including a repeal of the home mortgage interest tax deduction) may also negatively affect potential homebuyers’ ability to purchase homes.

Decreases in the availability of credit and increases in the cost of credit adversely affect the ability of homebuyers to obtain or service mortgage debt. Even if potential homebuyers do not themselves need mortgage financing, where potential homebuyers must sell their existing homes in order to buy a new home, increases in

 

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mortgage costs, lack of availability of mortgages and/or regulatory changes could prevent the buyers of potential homebuyers’ existing homes from obtaining a mortgage, which would result in our potential customers’ inability to buy a new home. Similar risks apply to those buyers who are awaiting delivery of their homes and are currently in backlog. The success of homebuilders depends on the ability of potential homebuyers to obtain mortgages for the purchase of homes. If our customers (or potential buyers of our customers’ existing homes) cannot obtain suitable financing, our sales and results of operations could be adversely affected, and the price of our common stock may decline.

Interest rate increases or changes in federal lending programs or other regulations could lower demand for our homes, which could materially and adversely affect us.

Most of the purchasers of our homes finance their acquisitions with mortgage financing. Rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs may lead to reduced demand for our homes and mortgage loans. Increased interest rates can also hinder our ability to realize our backlog because our home purchase contracts provide customers with a financing contingency. Financing contingencies allow customers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing. As a result, rising interest rates can decrease our home sales and mortgage originations. Any of these factors could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, the federal government plays a significant role in supporting mortgage lending through its conservatorship of Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the FHA and the VA. The availability and affordability of mortgage loans, including consumer interest rates for such loans, could be adversely affected by a curtailment or cessation of the federal government’s mortgage-related programs or policies. The FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums and other costs, and/or limit the number of mortgages it insures. Due to growing federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may revise significantly the federal government’s participation in and support of the residential mortgage market. Because the availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is an important factor in marketing and selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce our home sales, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Any limitation on, or reduction or elimination of, tax benefits associated with owning a home would have an adverse effect on the demand for our home products, which could be material to our business.

Significant expenses of owning a home, including mortgage interest and real estate taxes, generally are deductible expenses for an individual’s U.S. federal, and in some cases, state income taxes, subject to various limitations under current tax law and policy. If the U.S. federal government or a state government changes its income tax laws, as has been discussed from time to time, to eliminate, limit or substantially modify these income tax deductions, the after-tax cost of owning a new home would increase for many of our potential customers. The resulting loss or reduction of homeowner tax deductions, if such tax law changes were enacted without offsetting provisions, or any other increase in any taxes affecting homeowners, would adversely impact demand for and sales prices of new homes.

Increases in taxes could prevent potential customers from buying our homes and adversely affect our business or financial results.

Increases in property tax rates by local governmental authorities, as experienced in response to reduced federal and state funding, can adversely affect the ability of potential customers to obtain financing or their desire

 

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to purchase new homes. Fees imposed on developers to fund schools, open spaces or road improvements, and/or to provide low and moderate income housing, could increase our costs and have an adverse effect on our operations. In addition, increases in sales taxes could adversely affect our potential customers who may consider those costs in determining whether to make a new home purchase and decide, as a result, not to purchase one of our homes.

Changes to the population growth rates in certain of the markets in which we operate or plan to operate could affect the demand for homes in these regions.

Slower rates of population growth or population declines in the states of California, Colorado, Georgia, Nevada, North Carolina, Tennessee, Texas, Utah, and Washington, or other key markets in the United States we plan to enter, especially as compared to the high population growth rates in prior years, could affect the demand for housing, causing home prices in these markets to fall, and adversely affect our plans for growth, business, financial condition and operating results.

Difficulty in obtaining sufficient capital could result in an inability to acquire land for our developments or increased costs and delays in the completion of development projects.

The homebuilding industry is capital-intensive and requires significant up-front expenditures to acquire land parcels and begin development. If internally generated funds are not sufficient, we may seek additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financings and/or securities offerings. The availability of borrowed funds, especially for land acquisition and construction financing, may be greatly reduced nationally, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with both new loans and the extension of existing loans. The credit and capital markets have recently experienced significant volatility. If we are required to seek additional financing to fund our operations, continued volatility in these markets may restrict our flexibility to access such financing. If we are not successful in obtaining sufficient capital to fund our planned capital and other expenditures, we may be unable to acquire land for our housing developments and/or to develop the housing. Additionally, if we cannot obtain additional financing to fund the purchase of land under our option contracts or purchase contracts, we may incur contractual penalties and fees. Any difficulty in obtaining sufficient capital for planned development expenditures could also cause project delays and any such delay could result in cost increases. Any one or more of the foregoing events could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

We face potentially substantial risk with respect to our land and lot inventory arising from significant changes in economic or market conditions.

We intend to acquire land parcels for replacement and expansion of land inventory within our current and any new markets. The risks inherent in purchasing and developing land parcels increase as consumer demand for housing decreases. As a result, we may buy and develop land parcels on which homes cannot be profitably built and sold. The market value of land parcels, building lots and housing inventories can fluctuate significantly as a result of changing market conditions, and the measures we employ to manage inventory risk may not be adequate to insulate our operations from a severe drop in inventory values. When market conditions are such that land values are not appreciating, previously entered into option agreements may become less desirable, at which time we may elect to forego deposits and pre-acquisition costs and terminate the agreements. In addition, inventory carrying costs can be significant and can result in losses in a poorly performing project or market. In the event of significant changes in economic or market conditions, we may have to sell homes at significantly lower margins or at a loss, if we are able to sell them at all.

If we are unable to develop our communities successfully or within expected timeframes, our results of operations could be adversely affected.

Before a community generates any revenues, time and material expenditures are required to acquire land, obtain development approvals and construct significant portions of project infrastructure, amenities, model

 

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homes and sales facilities. A decline in our ability to develop and market our communities successfully and to generate positive cash flow from these operations in a timely manner could have a material adverse effect on our business and results of operations and on our ability to service our debt and to meet our working capital requirements.

Adverse weather and geological conditions may increase costs, cause project delays and reduce consumer demand for housing, all of which could materially and adversely affect us.

As a homebuilder, we are subject to numerous risks, many of which are beyond our management’s control, such as droughts, floods, wildfires, landslides, soil subsidence, earthquakes and other weather-related and geological events which could damage projects, cause delays in completion of projects, or reduce consumer demand for housing, and shortages in labor or materials, which could delay project completion and cause increases in the prices for labor or materials, thereby affecting our sales and profitability. Many of our core markets are in Colorado, an area which has historically experienced seasonal wildfires and soil subsidence. Texas, a market into which we continue to expand, has historically experienced tornadoes, coastal flooding and hurricanes. Nevada, a market into which we recently expanded, has historically experienced extreme temperatures, droughts and water shortages. In addition to directly damaging our projects, earthquakes, wildfires, mudslides or other geological events could damage roads and highways providing access to those projects, thereby adversely affecting our ability to market homes in those areas and possibly increasing the costs of completion.

There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses associated with landslides, earthquakes and other geological events may not be insurable and other losses, such as those arising from terrorism, may not be economically insurable. A sizeable uninsured loss could materially and adversely affect our business, prospects, liquidity, financial condition and results of operations.

Changes in global or regional climate conditions and governmental actions in response to such changes may adversely affect us by increasing the costs of, or restricting, our planned or future growth activities.

Projected climate change, if it occurs, may exacerbate the scarcity or presence of water and other natural resources in affected regions, which could limit, prevent or increase the costs of residential development in certain areas. In addition, there is a variety of new legislation being enacted, or considered for enactment, at the federal, state and local level relating to energy and climate change, and as climate change concerns continue to grow, legislation and regulations of this nature are expected to continue. This legislation relates to items such as carbon dioxide emissions control and building codes that impose energy efficiency standards. Government mandates, standards or regulations intended to mitigate or reduce greenhouse gas emissions or projected climate change impacts could result in prohibitions or severe restrictions on land development in certain areas, increased energy and transportation costs, and increased compliance expenses and other financial obligations to meet permitting, land development, or home construction-related requirements that we may be unable to fully recover (due to market conditions or other factors), any of which could cause a reduction in our homebuilding gross margins and materially and adversely affect our consolidated financial statements. Energy-related initiatives could similarly affect a wide variety of companies throughout the United States and the world, and because our results of operations are heavily dependent on significant amounts of raw materials, these initiatives could have an indirect adverse impact on our results of operations and profitability to the extent the manufacturers and suppliers of our materials are burdened with expensive cap and trade or other climate related regulations.

As a result, climate change impacts, and laws and land development and home construction standards, and/or the manner in which they are interpreted or implemented, to address potential climate change concerns could increase our costs and have a long-term adverse impact on our business and consolidated financial statements. This is a particular concern in the western United States, which have instituted some of the most extensive and stringent environmental laws and residential building construction standards in the country.

 

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Failure to recruit, retain and develop highly skilled, competent personnel may have a material adverse effect on our standards of service.

Key employees, including management team members, are fundamental to our ability to obtain, generate and manage opportunities. Key employees working in the homebuilding and construction industries are highly sought after. Failure to attract and retain such personnel or to ensure that their experience and knowledge is not lost when they leave the business through retirement, redundancy or otherwise may adversely affect the standards of our service and may have an adverse impact on our business, financial conditions and operating results. In addition, we do not maintain key person insurance in respect of any member of our senior management team. The loss of any of our management members or key personnel could adversely impact our business, financial condition and operating results.

Failure to find suitable subcontractors may have a material adverse effect on our standards of service.

Substantially all of our construction work is done by third-party subcontractors with us acting as the general contractor. Accordingly, the timing and quality of our construction depend on the availability and skill of our subcontractors. The recent increase in levels of homebuilding in the markets in which we operate has occasionally led to some difficulty in securing the services of skilled tradesmen who are currently in high demand. While we anticipate being able to obtain sufficient materials and reliable subcontractors and believe that our relationships with subcontractors are good, we do not have long-term contractual commitments with any subcontractors, and there can be no assurance that skilled subcontractors will continue to be available at reasonable rates and in the areas in which we conduct our operations.

In the future, certain of the subcontractors engaged by us may be represented by labor unions or subject to collective bargaining arrangements. A strike or other work stoppage involving any of our subcontractors could also make it difficult for us to retain subcontractors for our construction work. In addition, union activity could result in higher costs to retain our subcontractors. The inability to contract with skilled subcontractors at reasonable costs on a timely basis could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Our reliance on contractors can expose us to various liability risks.

We rely on contractors in order to perform the construction of our homes, and in many cases, to select and obtain raw materials. We are exposed to various risks as a result of our reliance on these contractors and their respective subcontractors and suppliers, including the possibility of defects in our homes due to improper practices or materials used by contractors, which may require us to comply with our warranty obligations and/or bring a claim under an insurance policy. For example, despite our quality control efforts, we may discover that our subcontractors were engaging in improper construction practices or installing defective materials in our homes. When we discover these issues, we repair the homes in accordance with our new home warranty and as required by law. We establish warranty and other reserves for the homes we sell based on market practices, our historical experiences, and our judgment of the qualitative risks associated with the types of homes built. However, the cost of satisfying our warranty and other legal obligations in these instances may be significantly higher than our warranty reserves, and we may be unable to recover the cost of repair from such subcontractors. Regardless of the steps we take, we can in some instances be subject to fines or other penalties, and our reputation may be injured.

In addition, several other homebuilders have received inquiries from regulatory agencies concerning whether homebuilders using contractors are deemed to be employers of the employees of such contractors under certain circumstances. Although contractors are independent of the homebuilders that contract with them under normal management practices and the terms of trade contracts and subcontracts within the homebuilding industry, if regulatory agencies reclassify the employees of contractors as employees of homebuilders, homebuilders using contractors could be responsible for wage, hour and other employment-related liabilities of their contractors, which could adversely affect our results of operations.

 

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If we experience shortages in labor supply, increased labor costs or labor disruptions, there could be delays or increased costs in developing our communities or building homes, which could adversely affect our operating results.

We require a qualified labor force to develop our communities. Access to qualified labor may be affected by circumstances beyond our control, including:

 

  •   work stoppages resulting from labor disputes;

 

  •   shortages of qualified trades people, such as carpenters, roofers, electricians and plumbers, especially in our key markets in the United States;

 

  •   changes in laws relating to union organizing activity;

 

  •   changes in immigration laws and trends in labor force migration; and

 

  •   increases in subcontractor and professional services costs.

Any of these circumstances could give rise to delays in the start or completion of, or could increase the cost of, developing one or more of our communities and building homes. We may not be able to recover these increased costs by raising our home prices because the price for each home is typically set months prior to its delivery pursuant to sales contracts with our homebuyers. In such circumstances, our operating results could be adversely affected. Additionally, market and competitive forces may also limit our ability to raise the sales prices of our homes.

Utility and resource shortages or rate fluctuations could have an adverse effect on our operations.

Several of the markets in which we operate and in which we may operate in the future have historically been subject to utility and resource shortages, including significant changes to the availability of electricity and water and seasonal fluctuation in the ability of certain commodities, particularly lumber. Shortages of natural resources in our markets, particularly of water, may make it more difficult for us to obtain regulatory approval of new developments. We have also experienced material fluctuations in utility and resource costs across our markets, and we may incur additional costs and may not be able to complete construction on a timely basis if such fluctuations arise. In particular, as the housing market has improved and the number of new homes being constructed has increased, we have experienced increased construction costs due to additional competition for labor and materials. Furthermore, these shortages and rate fluctuations may adversely affect the regional economies in which we operate, which may reduce demand for our homes and negatively affect our business and results of operations.

Government regulations and legal challenges may delay the start or completion of our communities, increase our expenses or limit our homebuilding or other activities, which could have a negative impact on our results of operations.

The approval of numerous governmental authorities must be obtained in connection with our development activities, and these governmental authorities often have broad discretion in exercising their approval authority. We incur substantial costs related to compliance with legal and regulatory requirements. Any increase in legal and regulatory requirements may cause us to incur substantial additional costs, or in some cases cause us to determine that the property is not feasible for development. Various local, provincial, state and federal statutes, ordinances, rules and regulations concerning building, health and safety, environment, zoning, sales and similar matters apply to and/or affect the housing industry.

Municipalities may restrict or place moratoriums on the availability of utilities, such as water and sewer taps. If municipalities in which we operate take such actions, it could have an adverse effect on our business by causing delays, increasing our costs or limiting our ability to operate in those municipalities.

 

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We may become subject to various state and local “slow growth” or “no growth” initiatives and other ballot measures that could negatively impact the availability of land and building opportunities within those localities.

Governmental regulation affects not only construction activities but also sales activities, mortgage lending activities and other dealings with consumers. In addition, it is possible that some form of expanded energy efficiency legislation may be passed by the U.S. Congress or federal agencies and certain state and provincial legislatures, which may, despite being phased in over time, significantly increase our costs of building homes and the sale price to our buyers, and adversely affect our sales volumes. We may be required to apply for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law. Further, we may experience delays and increased expenses as a result of legal challenges to our proposed communities, whether brought by governmental authorities or private parties.

An inability to obtain additional performance, payment and completion surety bonds and letters of credit could limit our future growth.

We are often required to provide performance, payment and completion surety bonds or letters of credit to secure the completion of our construction contracts, development agreements and other arrangements. We have obtained facilities to provide the required volume of performance, payment and completion surety bonds and letters of credit for our expected growth in the medium term; however, unexpected growth may require additional facilities. We may also be required to renew or amend our existing facilities. Our ability to obtain additional performance, payment and completion surety bonds and letters of credit primarily depends on our credit rating, capitalization, working capital, past performance, management expertise and certain external factors, including the capacity of the markets for such bonds. Performance, payment and completion surety bond and letter of credit providers consider these factors in addition to our performance and claims record and provider-specific underwriting standards, which may change from time to time.

If our performance record or our providers’ requirements or policies change, if we cannot obtain the necessary consent from our lenders, or if the market’s capacity to provide performance, payment and completion bonds or letters of credit is not sufficient for any unexpected growth and we are unable to renew or amend our existing facilities on favorable terms, or at all, we could be unable to obtain additional performance, payment and completion surety bonds or letters of credit from other sources when required, which could have a material adverse effect on our business, financial condition and results of operations.

A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damage.

Building sites are inherently dangerous, and operating in the homebuilding industry poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the number of projects we work on, health and safety performance is critical to the success of all areas of our business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to win new business, which in turn could have a material adverse effect on our business, financial condition and operating results.

We are subject to environmental laws and regulations, which may increase our costs, limit the areas in which we can build homes and delay completion of our projects.

We are subject to a variety of local, state and federal statutes, rules and regulations concerning land use and the protection of health and the environment, including those governing discharge of pollutants to water and air, including asbestos, the handling of hazardous materials and the cleanup of contaminated sites. We may be liable

 

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for the costs of removal, investigation or remediation of hazardous or toxic substances located on, under, from or in a property currently or formerly owned, leased or occupied by us, whether or not we caused or knew of the pollution. The costs of any required removal, investigation or remediation of such substances or the costs of defending against environmental claims may be substantial. The presence of such substances, or the failure to remediate such substances properly, may also adversely affect our ability to sell the land or to borrow using the land as security. Environmental impacts from historical activities have been identified at some of the projects we have developed in the past and additional projects may be located on land that may have been contaminated by previous use. Although we are not aware of any projects requiring material remediation activities by us as a result of historical contamination, no assurances can be given that material claims or liabilities relating to such developments will not arise in the future.

The particular impact and requirements of environmental laws that apply to any given community vary greatly according to the community site, the site’s environmental conditions and the present and former use of the site. From time to time, the United States Environmental Protection Agency and other federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and penalties for failure to comply with applicable environmental laws or impose additional requirements for future compliance as a result of past failures. Any such actions taken with respect to us may increase our costs. We expect that increasingly stringent requirements may be imposed on homebuilders in the future. Environmental laws may result in delays, cause us to implement time consuming and expensive compliance programs and prohibit or severely restrict development in certain environmentally sensitive regions or areas, such as wetlands. We also may not identify all of these concerns during any pre-development review of project sites. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials, such as lumber. Furthermore, we could incur substantial costs, including cleanup costs, fines, penalties and other sanctions and damages from third-party claims for property damage or personal injury, as a result of our failure to comply with, or liabilities under, applicable environmental laws and regulations. In addition, we are subject to third-party challenges, such as by environmental groups, under environmental laws and regulations to the permits and other approvals required for our projects and operations. These matters could adversely affect our business, financial condition and operating results.

We may be liable for claims for damages as a result of use of hazardous materials.

As a homebuilding business with a wide variety of historic homebuilding and construction activities, we could be liable for future claims for damages as a result of the past or present use of hazardous materials, including building materials which in the future become known or are suspected to be hazardous. Any such claims may adversely affect our business, financial condition and operating results. Insurance coverage for such claims may be limited or non-existent.

Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

Litigation and concern about indoor exposure to certain types of toxic molds have been increasing as the public becomes increasingly aware that exposure to mold can cause a variety of health effects and symptoms, including allergic reactions. Toxic molds can be found almost anywhere; they can grow on virtually any organic substance, as long as moisture and oxygen are present. There are molds that can grow on wood, paper, carpet, foods and insulation. When excessive moisture accumulates in buildings or on building materials, mold growth will often occur, particularly if the moisture problem remains undiscovered or unaddressed. It is impossible to eliminate all mold and mold spores in the indoor environment. If mold or other airborne contaminants exist or appear at our properties, we may have to undertake a costly remediation program to contain or remove the contaminants or increase indoor ventilation. If indoor air quality were impaired, we could be liable to our homebuyers or others for property damage or personal injury.

 

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We may not be able to compete effectively against competitors in the homebuilding industry, especially in the new markets we plan to enter.

Competition in the homebuilding industry is intense, and there are relatively low barriers to entry into our business. Homebuilders compete for, among other things, home buying customers, desirable land parcels, financing, raw materials and skilled labor. Increased competition could hurt our business, as it could prevent us from acquiring attractive land parcels on which to build homes or make such acquisitions more expensive, hinder our market share expansion and lead to pricing pressures on our homes that may adversely impact our margins and revenues. If we are unable to successfully compete, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected. We compete with large national and regional homebuilding companies and with smaller local homebuilders for land, financing, raw materials and skilled management and labor resources. Furthermore, a number of our primary competitors are significantly larger, have a longer operating history and may have greater resources or lower cost of capital than ours; accordingly, they may be able to compete more effectively in one or more of the markets in which we operate. Many of these competitors also have long-standing relationships with subcontractors and suppliers in the markets in which we operate. As we expand our operations into California, Georgia, Nevada, North Carolina, Tennessee, Texas, Utah, Washington, and other markets, we face new competition from many established homebuilders in those markets, and we will not have the benefit of the extensive relationships and strong reputations with subcontractors, suppliers and homebuyers that we enjoy in our Colorado markets.

Raw materials and building supply shortages and price fluctuations could delay or increase the cost of home construction and adversely affect our operating results.

The homebuilding industry has, from time to time, experienced raw material shortages and been adversely affected by volatility in global commodity prices. In particular, shortages and fluctuations in the price of concrete, drywall, lumber or other important raw materials could result in delays in the start or completion of, or increase the cost of, developing one or more of our residential communities. These shortages can be more severe during periods of strong demand for housing or during periods following natural disasters that have a significant impact on existing residential and commercial structures. The cost of raw materials may also be materially and adversely affected during periods of shortages or high inflation. Shortages and price increases could cause delays in and increase our costs of home construction. We generally are unable to pass on increases in construction costs to customers who have already entered into home purchase contracts. Sustained increases in construction costs may adversely affect our gross margins, which in turn could materially and adversely affect our business, liquidity, financial condition and results of operations.

In addition, the cost of petroleum products, which are used both to deliver our materials and to transport workers to our job sites, fluctuates and may be subject to increased volatility as a result of geopolitical events or accidents. Changes in such costs could also result in higher prices for any product utilizing petrochemicals. The new federal administration has also both imposed duties and proposed additional duties on Canadian exports of lumber to the United States that may increase our costs of construction. These cost increases may have an adverse effect on our operating margin and results of operations and may result in a decline in the price of our common stock. Furthermore, any such cost increase may adversely affect the regional economies in which we operate and reduce demand for our homes.

Increases in our cancellation rate could have a negative impact on our home sales revenue and homebuilding margins.

Our backlog reflects sales contracts with our homebuyers for homes that have not yet been delivered. We have received a deposit from a homebuyer for each home reflected in our backlog, and generally we have the right to retain the deposit if the homebuyer fails to comply with his or her obligations under the sales contract, subject to certain exceptions, including as a result of state and local law, the homebuyer’s inability to sell his or her current home or, in certain circumstances, the homebuyer’s inability to obtain suitable financing. Home order

 

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cancellations negatively impact the number of closed homes, net new home orders, home sales revenue and results of operations, as well as the number of homes in backlog. Home order cancellations can result from a number of factors, including declines or slow appreciation in the market value of homes, increases in the supply of homes available to be purchased, increased competition, higher mortgage interest rates, homebuyers’ inability to sell their existing homes, homebuyers’ inability to obtain suitable financing, including providing sufficient down payments, and adverse changes in economic conditions. An increase in the level of our home order cancellations could have a negative impact on our business, prospects, liquidity, financial condition and results of operations.

Homebuilding is subject to product liability and warranty claims arising in the ordinary course of business that can be significant.

As a homebuilder, we are subject to home warranty and construction defect claims arising in the ordinary course of business. There can be no assurance that any developments we undertake will be free from defects once completed. Construction defects may occur on projects and developments and may arise during a significant period of time after completion. Defects arising on a development attributable to us may lead to significant contractual or other liabilities.

As a consequence, we maintain products and completed operations excess liability insurance, obtain indemnities and certificates of insurance from subcontractors generally covering claims related to damages resulting from faulty workmanship and materials, and create warranty and other reserves for the homes we sell based on historical experience in our markets and our judgment of the risks associated with the types of homes built. Although we actively monitor our insurance reserves and coverage, because of the uncertainties inherent to these matters, we cannot provide assurance that our insurance coverage, our subcontractor arrangements and our reserves will be adequate to address all of our warranty and construction defect claims in the future. In addition, contractual indemnities can be difficult to enforce. We may also be responsible for applicable self-insured retentions, and some types of claims may not be covered by insurance or may exceed applicable coverage limits. Additionally, the coverage offered by and the availability of products and completed operations excess liability insurance for construction defects is currently limited and costly. This coverage may be further restricted or become more costly in the future.

Unexpected expenditures attributable to defects or previously unknown sub-surface conditions arising on a development project may have a material adverse effect on our business, financial condition and operating results. In addition, severe or widespread incidents of defects giving rise to unexpected levels of expenditure, to the extent not covered by insurance or redress against subcontractors, may adversely affect our business, financial condition and operating results.

We may suffer uninsured losses or suffer material losses in excess of insurance limits.

We could suffer physical damage to property and liabilities resulting in losses that may not be fully compensated by insurance. In addition, certain types of risks, such as personal injury claims, may be, or may become in the future, either uninsurable or not economically insurable, or may not be currently or in the future covered by our insurance policies. Should an uninsured loss or a loss in excess of insured limits occur, we could sustain financial loss or lose capital invested in the affected property as well as anticipated future income from that property. In addition, we could be liable to repair damage or meet liabilities caused by uninsured risks. We may be liable for any debt or other financial obligations related to affected property. Material losses or liabilities in excess of insurance proceeds may occur in the future.

In the United States, the coverage offered and the availability of general liability insurance for construction defects is currently limited and is costly. As a result, an increasing number of our subcontractors in the United States may be unable to obtain insurance. If we cannot effectively recover construction defect liabilities and costs of defense from our subcontractors or their insurers, or if we have self-insured, we may suffer losses.

 

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Coverage may be further restricted and become even more costly. Such circumstances could adversely affect our business, financial condition and operating results.

Our operating performance is subject to risks associated with the real estate industry.

Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for operations, as well as the value of our real estate assets. These events include, but are not limited to:

 

  •   adverse changes in financial conditions of buyers and sellers of properties, particularly residential homes and land suitable for development of residential homes;

 

  •   adverse changes in international, national or local economic and demographic conditions;

 

  •   competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional investment funds;

 

  •   reductions in the level of demand for and increases in the supply of land suitable for development;

 

  •   fluctuations in interest rates, which could adversely affect our ability, or the ability of homebuyers, to obtain financing on favorable terms, or at all;

 

  •   unanticipated increases in expenses, including, without limitation, insurance costs, development costs, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies; and

 

  •   changes in enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, governmental fiscal policies and the Americans with Disabilities Act of 1990.

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in the purchase of homes or an increased incidence of home order cancellations. If we cannot successfully implement our business strategy, our business, prospects, liquidity, financial condition and results of operations will be adversely affected.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties for reasonable prices in response to changing economic, financial and investment conditions may be limited and we may be forced to hold non-income producing properties for extended periods of time.

Real estate investments are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in response to changing economic, financial and investment conditions is limited and we may be forced to hold non-income producing assets for an extended period of time. We cannot predict whether we will be able to sell any property for the price or on the terms that we set or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

If the market value of our land inventory decreases, our results of operations could be adversely affected by impairments and write-downs.

The market value of our land and housing inventories depends on market conditions. We acquire land for expansion into new markets and for replacement of land inventory and expansion within our current markets. There is an inherent risk that the value of the land owned by us may decline after purchase. The valuation of property is inherently subjective and based on the individual characteristics of each property. We may have acquired options on or bought and developed land at a cost we will not be able to recover fully or on which we cannot build and sell homes profitably. In addition, our deposits for lots controlled under option or similar contracts may be put at risk.

 

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Factors, such as changes in regulatory requirements and applicable laws (including in relation to building regulations, taxation and planning), political conditions, the condition of financial markets, both local and national economic conditions, the financial condition of customers, potentially adverse tax consequences, and interest and inflation rate fluctuations, subject land valuations to uncertainty. Moreover, all valuations are made on the basis of assumptions that may not prove to reflect economic or demographic reality. If housing demand decreases below what we anticipated when we acquired our inventory, our profitability may be adversely affected and we may not be able to recover our costs when we sell and build houses.

We regularly review the value of our land holdings and continue to review our holdings on a periodic basis. If material write-downs and impairments in the value of our inventory are required in the future, we may have to sell land or homes at a loss, which could adversely affect our results of operations and financial condition.

Inflation could adversely affect our business and financial results.

Inflation could adversely affect us by increasing the costs of land, materials and labor needed to operate our business. In the event of an increase in inflation, we may seek to increase the sales prices of homes in order to maintain satisfactory margins. However, an oversupply of homes relative to demand and home prices being set several months before homes are delivered may make any such increase difficult or impossible. In addition, inflation is often accompanied by higher interest rates, which historically have had a negative impact on housing demand. In such an environment, we may not be able to raise home prices sufficiently to keep up with the rate of inflation and our margins could decrease. Moreover, the cost of capital increases as a result of inflation and the purchasing power of our cash resources declines. Current or future efforts by the government to stimulate the economy may increase the risk of significant inflation and its adverse impact on our business or financial results.

Our quarterly operating results may fluctuate because of the seasonal nature of our business and other factors.

Our quarterly operating results generally fluctuate by season. Historically, we have entered into a larger percentage of contracts for the sale of our homes during the spring and summer months. Weather-related problems, typically in the fall, late winter and early spring, may delay starts or closings and increase costs and thus reduce profitability. Seasonal natural disasters such as floods and fires could cause delays in the completion of, or increase the cost of, developing one or more of our communities, causing an adverse effect on our sales and revenues.

In many cases, we may not be able to recapture increased costs by raising prices. In addition, deliveries may be staggered over different periods of the year and may be concentrated in particular quarters. Our quarterly operating results may fluctuate because of these factors.

We are subject to financial reporting and other requirements as a public company for which our accounting and other management systems and resources may not be adequately prepared.

As a public company with listed equity securities, we are required to comply with certain laws, regulations and requirements, including the requirements of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 (which we refer to as the “Sarbanes-Oxley Act”), related regulations of the SEC, and requirements of the New York Stock Exchange. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls and procedures for financial reporting.

Section 404 of the Sarbanes-Oxley Act requires our management and independent auditors to report annually on the effectiveness of our internal control over financial reporting. However, we are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (which we refer to as the “Jobs Act”),

 

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and, so for as long as we continue to be an emerging growth company, we are permitted to certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting.

We would cease to be an “emerging growth company” upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of our initial public offering, (ii) the end of the fiscal year in which our annual gross revenues are $1.0 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year.

We believe that we have completed the costly and challenging process of compiling the systems necessary to perform the evaluations needed to comply with Section 404 of the Sarbanes-Oxley Act. These reporting and other obligations place significant demands on our management, administrative, operational, and accounting resources and will cause us to incur significant expenses. We may in the future need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

As a public company, we are obligated to maintain proper and effective internal controls over financial reporting. These internal controls may not be determined to be effective, which may adversely affect investor confidence in the Company.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of our fiscal year 2017. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

We believe that we have completed the costly and challenging process of compiling the systems necessary to perform the evaluations needed to comply with Section 404 of the Sarbanes-Oxley Act. However, if during the evaluation process, we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, and we may be subject to investigation or sanctions by the SEC.

We are required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the date we are no longer an “emerging growth company” as defined in the JOBS Act, if we continue to take advantage of the exemptions contained in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

 

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Acts of war or terrorism may seriously harm our business.

Acts of war, any outbreak or escalation of hostilities between the United States and any foreign power or acts of terrorism may cause disruption to the U.S. economy, or the local economies of the markets in which we operate, cause shortages of building materials, increase costs associated with obtaining building materials, result in building code changes that could increase costs of construction, affect job growth and consumer confidence or cause economic changes that we cannot anticipate, all of which could reduce demand for our homes and adversely impact our business, prospects, liquidity, financial condition and results of operations.

Negative publicity may affect our business performance and could affect the value of our securities.

Unfavorable media related to the Company or our industry, brands, marketing, personnel, operations, business performance or prospects may affect the value of our securities and the performance of our business, regardless of its accuracy or inaccuracy. Our success in maintaining, extending and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. Adverse publicity or negative commentary on social media outlets, such as blogs, websites or newsletters, could hurt operating results, as consumers might avoid brands that receive bad press or negative reviews. Negative publicity may result in a decrease in operating results that could lead to a decline in the value of our securities.

Poor relations with the residents of our communities could negatively impact sales, which could cause our revenues or results of operations to decline.

Residents of communities we develop rely on us to resolve issues or disputes that may arise in connection with the operation or development of their communities. Efforts made by us to resolve these issues or disputes could be deemed unsatisfactory by the affected residents and subsequent actions by these residents could adversely affect sales or our reputation. In addition, we could be required to make material expenditures related to the settlement of such issues or disputes or to modify our community development plans, which could adversely affect our results of operations.

Failure to manage land acquisitions and development and construction processes could result in significant cost overruns or errors in valuing sites.

We own and purchase a large number of sites each year and are therefore dependent on our ability to process a very large number of transactions (which include, among other things, evaluating the site purchase, designing the layout of the development, sourcing materials and subcontractors and managing contractual commitments) efficiently and accurately. Errors by employees, failure to comply with regulatory requirements and conduct of business rules, failings or inadequacies in internal control processes, inabilities to obtain desired approvals and entitlements, cost overruns, equipment failures, natural disasters or the failure of external systems, including those of our suppliers or counterparties, could result in operational losses that could adversely affect our business, financial condition and operating results and our relationships with our customers.

We may incur a variety of costs to engage in future growth or expansion of our operations or acquisitions or disposals of businesses, and the anticipated benefits may never be realized.

As a part of our business strategy, we may make acquisitions, or significant investments in, and/or disposals of businesses. Any future acquisitions, investments and/or disposals would be accompanied by risks such as:

 

  •   difficulties in assimilating the operations and personnel of acquired companies or businesses;

 

  •   diversion of our management’s attention from ongoing business concerns;

 

  •   our potential inability to maximize our financial and strategic position through the successful incorporation or disposition of operations;

 

  •   maintenance of uniform standards, controls, procedures and policies; and

 

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  •   impairment of existing relationships with employees, contractors, suppliers and customers as a result of the integration of new management personnel and cost-saving initiatives.

We cannot guarantee that we will be able to successfully integrate any company or business that we might acquire in the future, and our failure to do so could harm our current business.

In addition, we may not realize the anticipated benefits of these transactions and there may be other unanticipated or unidentified effects. While we would seek protection, for example, through warranties and indemnities in the case of acquisitions, significant liabilities may not be identified in due diligence or come to light after the expiry of warranty or indemnity periods. Additionally, while we would seek to limit our ongoing exposure, for example, through liability caps and period limits on warranties and indemnities in the case of disposals, some warranties and indemnities may give rise to unexpected and significant liabilities. Any claims arising in the future may adversely affect our business, financial condition and operating results.

Our acquisitions of Jimmy Jacobs Homes L.P. in September 2013, Las Vegas Land Holdings, LLC in April 2014, Grand View Builders in August 2014, Peachtree Communities Group, Inc. in November 2014, and UCP in August 2017 were accounted for as business combinations in accordance with our accounting policies and GAAP with the acquired assets and assumed liabilities recorded at their estimated fair values as of the acquisition date. Based upon estimates of the fair value of the assets to be acquired and the liabilities to be assumed, we have recorded a step up to the historical basis of an acquired home under construction inventory. As homes are delivered in future periods, this step up will initially result in gross margins from home sales revenues that are commensurate with the stage of completion of the acquired inventory and the related risk assumed by us for its completion. The ultimate gross margins from home sales revenues that we will be able to achieve from our acquired businesses will be impacted by (1) our ability to construct homes at prices consistent with our forecasted budgets, and (2) future pricing increases or decreases based on market demand.

We may be unable to successfully integrate our and UCP’s businesses successfully or realize the anticipated benefits of the UCP Merger.

The UCP Merger involves the combination of two companies that previously operated as independent public companies. We are currently devoting significant management attention and resources to integrate our and UCP’s business practices and operations. Potential difficulties that we may encounter as part of the integration process include the following:

 

  •   the inability to successfully combine our and UCP’s businesses in a manner that permits us to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the UCP Merger;

 

  •   complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on homebuying customers, suppliers, employees and other constituencies; and

 

  •   potential unknown liabilities and unforeseen increased expenses or delays associated with the UCP Merger.

In addition, it is possible that the integration process could result in:

 

  •   diversion of the attention of each company’s management; and

 

  •   the disruption of, or the loss of momentum in, our ongoing business.

Any of these issues could adversely affect our business and financial results.

 

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We may be unable to realize anticipated cost synergies and expects to incur substantial expenses related to the UCP Merger, which could have a material adverse effect on our business, financial condition and results of operations.

Following the consummation of the UCP Merger, we expect to realize annualized cost synergies of approximately $5.0 million beginning in 2018.

While we believe these cost synergies are achievable, our ability to achieve such estimated cost synergies in the timeframe described, or at all, is subject to various assumptions by our management, which may or may not be realized, as well as the incurrence of other costs in our operations that offset all or a portion of such cost synergies. As a consequence, we may not be able to realize all of these cost synergies within the timeframe expected or at all. In addition, we may incur additional and/or unexpected costs in order to realize these cost synergies. Failure to achieve the expected cost synergies could significantly reduce the expected benefits associated with the UCP Merger and adversely affect us.

We expect to continue to incur non-recurring costs associated with consummating the UCP Merger, combining the operations of the two companies, and achieving the desired cost synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the UCP Merger and include, among others, fees paid to legal, accounting and financial advisors, employee benefit costs, and filing and printing fees.

These costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on our financial condition and operating results.

We are expected to incur substantial expenses related to the UCP Merger and integration.

We are expected to incur substantial expenses in connection with the UCP Merger and the related integration. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, sales, payroll, pricing and benefits. While we have assumed that a certain level of expenses will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings. These integration expenses likely will result in us taking significant charges against earnings, and the amount and timing of such charges are uncertain at present.

Our future results will suffer if we do not effectively manage our expanded operations.

As a result of the UCP Merger, the size of our business will increase significantly beyond the current size of either our or UCP’s business. Our future success will depend, in part, upon our ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the UCP Merger.

We may not be able to continue to grow through acquisitions.

In the past, we have sought growth through acquisitions of, or significant investments in, businesses that offer complementary products and services or otherwise support our growth objectives. However, we cannot assure you that we will continue to identify attractive acquisition targets and consummate acquisitions. As a result of the UCP Merger and the incurrence of debt in connection therewith, our anticipated level of

 

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indebtedness is significantly higher than prior to the consummation of the UCP Merger. As a result, we cannot assure you that we will be able to arrange financing for future acquisitions on terms acceptable to us. In addition, the combined company is substantially larger than we have been in the past, and we may face additional scrutiny in connection with federal and state governmental approvals in connection with any future acquisitions of attractive targets or may not be able to obtain such approvals at all. The realization of any of these risks could adversely affect our business.

The UCP Merger may result in a loss of suppliers or strategic alliances and may result in the termination of existing contracts.

As a result of the UCP Merger, some of our or UCP’s suppliers or strategic partners, as historical businesses, may terminate or scale back their business relationship with us. If supplier relationships or strategic alliances are adversely affected by the UCP Merger, or if we lose the benefits of our or UCP’s contracts as a result of the UCP Merger, our business and financial performance could suffer.

We may be subject to various risks relating to our plan to vertically integrate mortgage lending into our business.

We are in the process of vertically integrating mortgage lending into our business, which will enable us to provide financing to our homebuyers. There are risks involved with engaging in the mortgage lending business, including establishing sufficient stringent underwriting standards, so as to limit the level of foreclosures experienced on mortgages originated by us. We may hold some of the loans we originate to maturity; however, in order to finance our planned mortgage business, we will most likely sell the loans we originate, either as whole loans or pursuant to a securitization. It is customary in connection with such transactions for the originator, such as we would be, to make representations and warranties to the purchasers, guarantors and insurers about the mortgage loans and the manner in which they were originated and to offer certain indemnities and guaranties to the purchasers, guarantors and insurers. In the event of defaults on the loans we originate, we may be required to repurchase or substitute mortgage loans, or indemnify buyers, guarantors or insurers of our loans. Because we have limited experience in originating and underwriting home loans, our underwriting standards may not be as stringent as a more traditional lender, and accordingly, we may experience a higher rate of default than lenders who have engaged in the mortgage lending industry for a longer period of time. Moreover, the loans we originate will be limited primarily to buyers of our homes, so our pool of borrowers will be less diverse than as would be the case with a traditional lender, and thus there could be a higher correlation in the default rate with our borrowers. In addition, because we would be originating loans to buyers of our homes, there is the risk that we may be more incentivized, compared to more traditional lenders, to lower our underwriting standards in order to close home sales. Should our underwriting standards not adequately screen quality applicants, the default rate on the loans we originate may be higher, which could have an adverse impact on our results of operations and financial condition, either because the loans we own are no longer performing or because we are required to repurchase or otherwise indemnify purchasers, guarantors or insurers of the loans we sell or securitize.

Risk Related to Conflicts of Interest

As a result of Dale Francescon’s and Robert Francescon’s relationship with the Company, conflicts of interest may arise with respect to any transactions involving or with Dale Francescon, Robert Francescon, or their affiliates, and their interests may not be aligned with yours.

Dale Francescon and Robert Francescon are our Co-Chief Executive Officers, sit on our board of directors, and collectively beneficially own 4,494,572 shares of our common stock, which represents approximately 16.5% of our common stock outstanding as of September 30, 2017. For so long as Dale Francescon and Robert Francescon continue to beneficially own a significant stake in us, they will have significant influence over the power to:

 

  •   elect our directors and exercise overall control over the Company;

 

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  •   agree to sell or otherwise transfer a controlling stake in the Company; and

 

  •   determine the outcome of substantially all actions requiring the majority approval of our stockholders, including transactions with related parties, corporate reorganizations, mergers, acquisitions and dispositions of assets.

The interests of Dale Francescon and Robert Francescon may not be fully aligned with yours, and this could lead to a strategy that is not in your best interests. In addition, their significant ownership in us and resulting ability to effectively control us will limit your ability to influence corporate matters and may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control.

In addition, there may be transactions between us and Dale Francescon, Robert Francescon, or their affiliates that could present an actual or perceived conflict of interest. These conflicts of interest may lead Dale and/or Robert Francescon to recuse himself or themselves from actions of our board of directors with respect to any transactions involving or with Dale or Robert Francescon or their affiliates. For example, we have entered into employment agreements with Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, in their capacities as officers, pursuant to which they are required to devote substantially full-time attention to our affairs. These employment agreements were not negotiated on an arm’s-length basis. We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with Dale Francescon and Robert Francescon.

Risks Related to Our Organization and Structure

We depend on key personnel.

Our success depends to a significant degree upon the contributions of certain key personnel including, but not limited to, Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, each of whom would be difficult to replace. Although we have entered into employment agreements with Dale Francescon and Robert Francescon, in their capacities as officers, there is no guarantee that these executives will remain employed with us. If any of our key personnel were to cease employment with us, our operating results could suffer. Further, the process of attracting and retaining suitable replacements for key personnel whose services we may lose would result in transition costs and would divert the attention of other members of our senior management from our existing operations. The loss of services from key personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets. We have not obtained and do not expect to obtain key man life insurance that would provide us with proceeds in the event of death or disability of any of our key personnel.

Termination of the employment agreements with the members of our management team could be costly and prevent a change in control of the Company.

The employment agreements we have entered into with Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, in their capacities as officers, each provide that if their employment with us terminates under certain circumstances, we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. Furthermore, these provisions could delay or prevent a transaction or a change in control of the Company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders, which could adversely affect the market price of our common stock.

 

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We may change our operational policies, investment guidelines and business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the future.

Our board of directors determines our operational policies, investment guidelines and business and growth strategies. Our board of directors may make changes to, or approve transactions that deviate from, those policies, guidelines and strategies without a vote of, or notice to, our stockholders. Under any of these circumstances, we may expose ourselves to different and more significant risks in the future, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our securityholders could lose confidence in our financial results, which could materially and adversely affect us.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. There is no assurance that material weaknesses or significant deficiencies will not be identified in the future or that we will be successful in adequately remediating any such material weaknesses and significant deficiencies. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in implementing or maintaining adequate internal control over our financial reporting and financial processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements again, cause us to fail to meet our reporting obligations and cause our securityholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our securities may be less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, a requirement to present only two years of audited financial statements, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, reduced disclosure about executive compensation arrangements pursuant to the rules applicable to smaller reporting companies and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements. We have elected to adopt these reduced disclosure requirements. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering, although a variety of circumstances could cause us to lose that status earlier.

In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have determined to opt out of such extended transition period and, as a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised financial accounting standards is irrevocable.

We cannot predict if investors will find our securities less attractive as a result of our taking advantage of these exemptions. If some investors find our securities less attractive as a result of our choices, there may be a less active trading market for our securities and their trading prices may be more volatile.

 

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Changes in accounting rules, assumptions and/or judgments could materially and adversely affect us.

Accounting rules and interpretations for certain aspects of our operations are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements. Furthermore, changes in accounting rules and interpretations or in our accounting assumptions and/or judgments, such as asset impairments, could significantly impact our financial statements. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Any of these circumstances could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

We may face substantial damages or be enjoined from pursuing important activities as a result of existing or future litigation, arbitration or other claims.

In our homebuilding activities, we are exposed to potentially significant litigation, including breach of contract, contractual disputes and disputes relating to defective title, property misdescription or construction defects, including use of defective materials. Although we have established warranty, claim and litigation reserves that we believe are adequate, due to the uncertainty inherent in litigation, legal proceedings may result in the award of substantial damages against us beyond our reserves. Furthermore, plaintiffs may in certain of these legal proceedings seek class action status with potential class sizes that vary from case to case. Class action lawsuits can be costly to defend, and if we were to lose any certified class action suit, it could result in substantial liability for us. In addition, we are subject to potential lawsuits, arbitration proceedings and other claims in connection with our business.

With respect to certain general liability exposures, including construction defect and product liability claims, interpretation of underlying current and future trends, assessment of claims and the related liability and reserve estimation process require us to exercise significant judgment due to the complex nature of these exposures, with each exposure often exhibiting unique circumstances. Furthermore, once claims are asserted for construction defects, it is difficult to determine the extent to which the assertion of these claims will expand geographically. As a result, our insurance policies may not be available or adequate to cover any liability for damages, the cost of repairs, and/or the expense of litigation surrounding current claims, and future claims may arise out of events or circumstances not covered by insurance and not subject to effective indemnification agreements with our subcontractors. Should such a situation arise, it may have a material adverse effect on our business, financial condition and operating results.

Failure by our directors, officers or employees to comply with applicable codes of conduct could materially and adversely affect us.

We have adopted a code of business conduct and ethics for our directors, officers and any employees. Our adoption of this code and other standards of conduct is not a representation or warranty that all persons subject to this code or standards are or will be in complete compliance. The failure of a director, officer or employee to comply with the applicable code or standards of conduct may result in termination of the relationship and/or adverse publicity, which could materially and adversely affect us.

Any joint venture investments that we make could be adversely affected by our lack of sole decision making authority, our reliance on co-venturers’ financial conditions and disputes between us and our co-venturers.

On November 1, 2016, we acquired a 50% ownership of WJH LLC (which we refer to as “WJH”), which is a successor to Wade Jurney Homes, Inc. and Wade Jurney of Florida, Inc. WJH primarily targets first-time homebuyers in the Southeastern United States. The Company and Mr. Wade Jurney will share responsibility for all of WJH’s strategic decisions, with Mr. Wade Jurney continuing to manage the day-to-day operations under the existing operating model.

Although it is currently not a focus in our business strategy, we may in the future continue to co-invest with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing

 

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responsibility for managing the affairs of a land acquisition and/or a development. In this event, we would not be in a position to exercise sole decision-making authority regarding the acquisition and/or development, and our investment may be illiquid due to our lack of control. Investments in partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt, fail to fund their share of required capital contributions, make poor business decisions or block or delay necessary decisions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.

An information systems interruption or breach in security could adversely affect us.

We rely on accounting, financial and operational management information systems to conduct our operations. Any disruption in these systems could adversely affect our ability to conduct our business. Furthermore, any security breach of information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, which could harm our business.

 

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the Exchange Notes pursuant to the Exchange Offer. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive in exchange a like principal amount of Initial Notes, the terms of which are identical in all material respects to the Exchange Notes, except that the Exchange Notes will have a different CUSIP number and will not contain terms with respect to transfer restrictions, registration rights, or additional interest upon a failure to fulfill certain obligations under the Registration Rights Agreement. The Initial Notes surrendered in exchange for the Exchange Notes will be retired and cancelled. Accordingly, the issuance of the Exchange Notes will not result in any change in our capitalization.

 

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the six months ended June 30, 2017 and 2016, and for the years ended December 31, 2016 and 2015. For the purpose of determining the ratio of earnings to fixed charges, “earnings” consist of earnings (loss) before income tax expense (benefit) plus fixed charges, and “fixed charges” consist of interest expense, including amortization of deferred financing costs, plus the portion of rental expense representative of the interest factor.

 

     Six Months Ended June 30,      Year Ended December 31,  
         2017              2016              2016              2015      

Ratio of earnings to fixed charges

      2.51        3.00        3.40        3.42  

 

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DESCRIPTION OF OTHER INDEBTEDNESS

6.875% Senior Notes due 2022

On May 5, 2014, we issued $200 million in aggregate principal amount of Existing 6.875% Notes, at a price equal to 99.239% of their principal amount, in a private offering pursuant to Rule 144A and Regulation S under the Securities Act.

On April 9, 2015, we issued $60 million in aggregate principal amount of Existing 6.875% Notes, at a price equal to 98.26% of their principal amount, in a private offering pursuant to Rule 144A and Regulation S under the Securities Act.

On January 26, 2017, we issued $125 million in aggregate principal amount of Existing 6.875% Notes, at a price equal to 102.00% of their principal amount, in a private offering pursuant to Rule 144A and Regulation S under the Securities Act.

We have completed registered exchange offers whereby all of the old Existing 6.875% Notes were exchanged for new Existing 6.875% Notes. The terms of the new Existing 6.875% Notes are identical in all material respects to the old Existing 6.875% Notes, except that the new Existing 6.875% Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions that were applicable to the old Existing 6.875% Notes do not apply to the new Existing 6.875% Notes.

Our Existing 6.875% Notes were issued under an indenture, dated as of May 5, 2014 (which we refer to as the “2014 Indenture,” as it has been and may be in the future amended and/or supplemented from time to time), by and among our Company, our subsidiary guarantor’s party thereto, and U.S. Bank National Association, as trustee. Our Existing 6.875% Notes are our unsecured senior obligations, and are fully and unconditionally guaranteed on an unsecured basis by substantially all of our direct and indirect wholly-owned operating subsidiaries and, subject to certain exceptions, any future subsidiaries. The 2014 Indenture and our Existing 6.875% Notes contain restrictive covenants on issuing future secured debt and other transactions that are substantially similar to those applicable to the Notes. The aggregate principal balance of our Existing 6.875% Notes is due May 2022, with interest only payments due semi-annually in May and November of each year.

As of September 30, 2017, approximately $378.9 million in aggregate principal amount of Existing 6.875% Notes was outstanding.

Revolving Credit Facility

On October 21, 2014, we entered into a credit agreement with Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, and the lenders from time to time party thereto (which, as modified as described below, we refer to as the “Credit Agreement”).

The Credit Agreement provides us with a revolving line of credit of up to $400 million (which, as modified as described below, we refer to as our “Revolving Credit Facility”). The Credit Agreement includes a letter of credit sublimit of $30 million. The obligations under our Revolving Credit Facility are guaranteed by certain of our subsidiaries.

On July 31, 2015, we entered into a First Modification Agreement with Texas Capital Bank, National Association, as Administrative Agent, the lenders party thereto, and our subsidiary guarantors party thereto, which modified the Credit Agreement to, among other things, (i) increase our Revolving Credit Facility from its initial borrowing capacity of $120 million to $200 million, (ii) extend the maturity date of our Revolving Credit Facility from October 21, 2017 to October 21, 2018, and (iii) increase the amount of the increase in the size of our Revolving Credit Facility that we had the option to request under the accordion provisions thereof, from time to time, from an initial amount not exceeding $80 million to an amount not exceeding $100 million, subject to the terms and conditions of the First Modification Agreement and the Credit Agreement.

 

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On December 22, 2015, we entered into a Second Modification Agreement with Texas Capital Bank, National Association, as Administrative Agent, the lenders party thereto, and our subsidiary guarantors party thereto, which further modified the Credit Agreement to, among other things, increase our Revolving Credit Facility from $200 million to $300 million.

On August 19, 2016, we entered into a Third Modification Agreement with Texas Capital Bank, National Association, as Administrative Agent, the lenders party thereto, and our subsidiary guarantors party thereto, which further modified the Credit Agreement to, among other things, (i) exercise $80 million of the accordion feature of the Credit Agreement to increase our Revolving Credit Facility from $300 million to $380 million, and (ii) extend the maturity date of our Revolving Credit Facility by one year to mature on October 21, 2019.

On February 24, 2017, we entered into a Commitment Increase Agreement with Texas Capital Bank, National Association, as Administrative Agent, Flagstar Bank, FSB, and our subsidiary guarantors party thereto, which supplemented the Credit Agreement, and pursuant to which we, among other things, exercised the remaining $20 million of the accordion feature of the Credit Agreement to increase our Revolving Credit Facility from $380 million to $400 million.

Unless terminated earlier, the principal amount under our Revolving Credit Facility, together with all accrued unpaid interest and other amounts owing thereunder, if any, will be payable in full on October 21, 2019, the maturity date of our Revolving Credit Facility. Borrowings under our Revolving Credit Facility bear interest at a floating rate equal to the London Interbank Offered Rate plus an applicable margin between 2.75% and 3.25% per annum, or, in the Administrative Agent’s discretion, a base rate plus an applicable margin between 1.75% and 2.25% per annum. The “applicable margins” described above are determined by a schedule based on our leverage ratio, as defined in the Credit Agreement. The Credit Agreement also provides for fronting fees and letter of credit fees payable to the L/C Issuer and commitment fees payable to the Administrative Agent equal to 0.20% of the unused portion of our Revolving Credit Facility.

The Credit Agreement contains customary affirmative and negative covenants (including limitations on our ability to grant liens, incur additional debt, pay dividends, redeem our common stock, make certain investments, and engage in certain merger, consolidation or asset sale transactions), as well as customary events of default. The Credit Agreement also requires us to maintain (i) a leverage ratio of not more than 1.50 to 1.0 as of the last day of any fiscal quarter, based upon our and our subsidiaries’ (on a consolidated basis) ratio of debt to tangible net worth, (ii) an interest coverage ratio of not less than 1.50 to 1.0 for any four fiscal quarter period, based upon our and our subsidiaries’ (on a consolidated basis) ratio of EBITDA to cash interest expense, (iii) a consolidated tangible net worth of not less than the sum of $250 million, plus 50% of the net proceeds of any issuances of equity interests by us and the guarantors of our Revolving Credit Facility, plus 50% of the amount of our and our subsidiaries’ consolidated net income, (iv) liquidity of not less than $25 million, and (v) a risk asset ratio of not more than 1.25 to 1.0, based upon the ratio of the book value of all risk assets owned by us and our subsidiaries to our tangible net worth. As of September 30, 2017, we were in compliance with all covenants under the Credit Agreement.

As of September 30, 2017, we had $400 million of available borrowing capacity, with no borrowings outstanding, under our Revolving Credit Facility.

Insurance Premium Notes

As of September 30, 2017, we had four insurance premium notes with an aggregate outstanding balance of $2.1 million. These insurance premium notes bear interest at a rate of 3.88%, 3.98%, 6.23% and 6.23%, and mature in December 2017, December 2017, February 2018 and February 2018, respectively.

 

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THE EXCHANGE OFFER

As used in this section of the prospectus, the terms “we,” “us” and “our” and similar expressions refer only to Century Communities, Inc. and not to its subsidiaries or affiliates unless otherwise stated or the context otherwise requires.

General

As of the date of this prospectus, $400,000,000 in aggregate principal amount of 5.875% Senior Notes due 2025 issued on May 12, 2017, comprising the Initial Notes, is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all registered holders of Initial Notes known to us on or about                 , 2017.

We are offering to exchange a like principal amount of Exchange Notes for any or all validly tendered and not validly withdrawn Initial Notes on the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal. We refer to the offer as the “Exchange Offer.” You may tender some or all of your Initial Notes pursuant to the Exchange Offer, in permitted denominations. Our obligation to accept Initial Notes for exchange pursuant to the Exchange Offer is subject to the satisfaction or waiver of certain conditions set forth under “—Conditions to the Exchange Offer” below. We anticipate that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

We issued $400,000,000 in aggregate principal amount of the Initial Notes on May 12, 2017 (which we refer to as the “original issuance date”) in a private offering pursuant to Rule 144A and Regulation S under the Securities Act (which we refer to as the “May 2017 private offering of notes”). In connection with the May 2017 private offering of notes, we and the guarantors of the Notes entered into the Registration Rights Agreement with the initial purchasers of the Initial Notes in which we agreed, under certain circumstances, to file a registration statement relating to an offer to exchange the Initial Notes for the Exchange Notes. The following description of the Registration Rights Agreement is only a brief summary of the agreement. It does not purport to be complete and is qualified in its entirety by reference to all of the terms, conditions and provisions of the Registration Rights Agreement. For further information, please refer to the Registration Rights Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

Pursuant to the Registration Rights Agreement, we agreed to use our commercially reasonable efforts to cause the registration statement of which this prospectus forms a part to become effective by January 8, 2018 (240 days after the original issuance date of the Initial Notes), and to cause the Exchange Offer to be consummated by February 6, 2018 (270 days after the original issuance date of the Initial Notes).

The form and terms of the Exchange Notes will be identical in all material respects to the form and terms of the Initial Notes, except that the offer and sale of the Exchange Notes will be registered under the Securities Act, and the Exchange Notes will have a different CUSIP number and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the Registration Rights Agreement. The Exchange Notes and the Initial Notes (to the extent not surrendered in exchange for Exchange Notes in the Exchange Offer) will be treated together as a single series of debt securities for all purposes under the Indenture and will vote together on all matters under the Indenture.

Pursuant to the Registration Rights Agreement and under the circumstances set forth below, we agreed to use our commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the Initial Notes within the time periods specified in the Registration Rights Agreement and to keep the shelf registration statement effective until the earlier of (i) two years from the original issuance

 

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date of the Initial Notes, and (ii) the date on which no notes are Transfer Restricted Securities (as defined in the Registration Rights Agreement). These circumstances include:

 

  •   if applicable interpretations of the staff of the SEC do not permit us to effect the Exchange Offer;

 

  •   if, for any other reason, we do not consummate the Exchange Offer within 270 days of the original issuance date of the Initial Notes;

 

  •   if an initial purchaser of the Initial Notes notifies us following consummation of the Exchange Offer that Initial Notes held by it are not eligible to be exchanged for Exchange Notes in the Exchange Offer; or

 

  •   certain holders (other than participating broker-dealers) are prohibited by law or SEC policy from participating in the Exchange Offer or may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without delivering a prospectus.

If we fail to comply with specified obligations under the Registration Rights Agreement, we will be required to pay additional cash interest to holders of the Initial Notes. Such additional interest will generally be required to be paid if:

 

  •   we fail to file any of the registration statements required by the Registration Rights Agreement on or prior to the date specified for such filing;

 

  •   on or prior to the 270th day after the original issuance date of the Initial Notes, the Exchange Offer has not been consummated and the shelf registration statement has not been declared effective by the SEC;

 

  •   the shelf registration statement (if required in lieu of the Exchange Offer) has not been declared effective by the SEC on or prior to the applicable date specified in the Registration Rights Agreement; or

 

  •   after the registration statement of which this prospectus forms a part or the shelf registration statement, as the case may be, is effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions).

If you wish to exchange your Initial Notes for Exchange Notes in the Exchange Offer, you will be required to represent to us that, among other things:

 

  •   you will acquire the Exchange Notes in the ordinary course of your business;

 

  •   you are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes;

 

  •   you do not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes; and

 

  •   you are not an “affiliate” of ours or of any guarantor of the Notes within the meaning of Rule 405 under the Securities Act.

In addition, each broker-dealer that will be receiving Exchange Notes for its own account in exchange for Initial Notes must represent that such Initial Notes were acquired by that broker-dealer as a result of market-making activities or other trading activities, and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the Exchange Notes. See “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer Exchange Notes issued in the Exchange Offer without complying with the registration and prospectus-delivery provisions of the Securities Act, if:

 

  •   you are acquiring the Exchange Notes in the ordinary course of your business;

 

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  •   you do not have an arrangement or understanding with any person to participate in a distribution of the Exchange Notes;

 

  •   you are not our “affiliate” or an “affiliate” of any guarantor of the Notes as defined by Rule 405 of the Securities Act; and

 

  •   you are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes.

If you are our “affiliate,” or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, or are not acquiring the Exchange Notes in the ordinary course of your business, then:

 

  •   you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

 

  •   in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes.

This prospectus may be used for an offer to resell, or for the resale or other transfer of Exchange Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the Initial Notes as a result of market-making activities or other trading activities may participate in the Exchange Offer. Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. See “Plan of Distribution” for more details regarding the transfer of Exchange Notes.

Terms of the Exchange Offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, we will accept for exchange in the Exchange Offer any Initial Notes that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer. Initial Notes may only be tendered in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will issue $2,000 principal amount or an integral multiple of $1,000 in excess thereof of Exchange Notes in exchange for a corresponding principal amount of Initial Notes surrendered in the Exchange Offer. In exchange for each Initial Note surrendered in the Exchange Offer, we will issue Exchange Notes with a like principal amount.

The form and terms of the Exchange Notes will be identical in all material respects to the form and terms of the Initial Notes, except that the offer and sale of the Exchange Notes will be registered under the Securities Act and the Exchange Notes will have a different CUSIP number and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the Registration Rights Agreement. The Exchange Notes will be issued under and entitled to the benefits of the Indenture that authorized the issuance of the Initial Notes. The Exchange Notes and the Initial Notes (to the extent not surrendered in exchange for Exchange Notes in the Exchange Offer) will be treated together as a single series of debt securities for all purposes under the Indenture and will vote together on all matters under the Indenture. For a description of the Indenture, see “Description of Notes.”

The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Initial Notes being tendered for exchange. As of the date of this prospectus, $400,000,000 in aggregate principal amount of the Initial Notes is outstanding. This prospectus and the letters of transmittal are being sent to all registered holders of Initial Notes. There will be no fixed record date for determining registered holders of Initial Notes entitled to participate in the Exchange Offer.

 

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We intend to conduct the Exchange Offer in accordance with the provisions of the Registration Rights Agreement, the applicable requirements of the Exchange Act, and the rules and regulations of the SEC. Initial Notes that are not tendered for exchange in the Exchange Offer will remain outstanding and continue to accrue interest and be entitled to the rights and benefits that such holders have under the Indenture relating to such holders’ Initial Notes.

We will be deemed to have accepted for exchange properly tendered Initial Notes when we have given written notice of the acceptance to the Exchange Agent. The Exchange Agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us and delivering Exchange Notes to holders. Subject to the terms of the Registration Rights Agreement, we expressly reserve the right to amend or terminate the Exchange Offer and to refuse to accept Initial Notes for exchange upon the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offer.”

If you tender your Initial Notes in the Exchange Offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Initial Notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the Exchange Offer. It is important that you read the information under the caption “—Fees and Expenses” below for more details regarding fees and expenses incurred in the Exchange Offer.

Expiration Date; Extensions; Amendments

As used in this prospectus, the term “Expiration Date” means 5:00 P.M., New York City time, on the evening of [ the 25th business day following commencement of the Exchange Offer ], 2017. However, if we, in our sole discretion, extend the period of time for which the Exchange Offer is open, the term “Expiration Date” will mean the latest time and date to which we shall have extended the expiration of the Exchange Offer.

To extend the period of time during which the Exchange Offer is open, we will notify the Exchange Agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the Initial Notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. The notification will set forth, among other things, the approximate number of Initial Notes tendered to date.

We reserve the right, in our sole discretion:

 

  •   to delay accepting for exchange any Initial Notes (only in the case that we amend or extend the Exchange Offer);

 

  •   to extend the Exchange Offer or to terminate the Exchange Offer if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied by giving written notice of such delay, extension or termination to the Exchange Agent; and

 

  •   subject to the terms of the Registration Rights Agreement, to amend the terms of the Exchange Offer in any manner. In the event of a material change in the Exchange Offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the Initial Notes. If we amend an Exchange Offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable Initial Notes.

 

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Conditions to the Exchange Offer

Despite any other term of the Exchange Offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Initial Notes, and we may terminate or amend the Exchange Offer as provided in this prospectus prior to the Expiration Date if in our reasonable judgment:

 

  •   the Exchange Offer, or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

 

  •   any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the Exchange Offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the Exchange Offer.

In addition, we will not be obligated to accept for exchange the Initial Notes of any holder that has not made to us:

 

  •   the representations described under “—Purpose and Effect of the Exchange Offer” and “—Procedures for Tendering Initial Notes” and “Plan of Distribution;” and

 

  •   any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the offer and sale of the Exchange Notes under the Securities Act.

We will return any Initial Notes that we do not accept for exchange for any reason without expense to the tendering holder promptly after the Expiration Date or termination of the Exchange Offer.

We expressly reserve the right to amend or terminate the Exchange Offer and to reject for exchange any Initial Notes not previously accepted for exchange upon the occurrence of any of the conditions of the Exchange Offer specified above. We will give oral or written notice of any non-acceptance or termination to the registered holders of the Initial Notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the Expiration Date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the Expiration Date.

In addition, we will not accept for exchange any Initial Notes tendered, and will not issue Exchange Notes in exchange for any such Initial Notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus forms a part or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering Initial Notes

To tender your Initial Notes in the Exchange Offer, you must comply with either of the following:

 

  •   complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the Exchange Agent at the address set forth below under “—Exchange Agent” prior to the Expiration Date; or

 

  •   comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, you must comply with either of the following conditions:

 

  •   the Exchange Agent must receive certificates for Initial Notes along with the letter of transmittal prior to the Expiration Date;

 

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  •   the Exchange Agent must receive a timely confirmation of book-entry transfer of Initial Notes into the Exchange Agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the Expiration Date; or

 

  •   you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the Expiration Date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and the letter of transmittal.

The method of delivery of Initial Notes, letters of transmittal and all other required documents to the Exchange Agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the Exchange Agent before the Expiration Date. You should not send letters of transmittal or certificates representing Initial Notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose Initial Notes are held in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Initial Notes, you should promptly instruct the registered holder to tender Initial Notes on your behalf. If you wish to tender the Initial Notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your Initial Notes, either:

 

  •   make appropriate arrangements to register ownership of the Initial Notes in your name; or

 

  •   obtain a properly completed bond power from the registered holder of Initial Notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the Expiration Date. We are not responsible for any delays in any such transfer.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act, unless the Initial Notes surrendered for exchange are tendered:

 

  •   by a registered holder of the Initial Notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

 

  •   for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any Initial Notes listed on the Initial Notes, such Initial Notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the Initial Notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing Initial Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also so indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

Any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the Exchange Agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the Initial Notes to the Exchange Agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the Exchange Agent. The term

 

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“agent’s message” means a message transmitted by DTC, received by the Exchange Agent and forming part of the book-entry confirmation, which states that:

 

  •   DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering Initial Notes that are the subject of the book-entry confirmation;

 

  •   the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

 

  •   we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, we will promptly issue Exchange Notes for Initial Notes that we have accepted for exchange under the Exchange Offer only after the Exchange Agent timely receives:

 

  •   Initial Notes or a timely book-entry confirmation of such Initial Notes into the Exchange Agent’s account at the book-entry transfer facility; and

 

  •   a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering Initial Notes pursuant to the Exchange Offer, you will represent to us that, among other things:

 

  •   you are acquiring the Exchange Notes in the ordinary course of your business;

 

  •   you are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes;

 

  •   you do not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes; and

 

  •   you are not an “affiliate” of ours or of any guarantor of the Notes within the meaning of Rule 405 under the Securities Act.

In addition, each broker-dealer that will be receiving Exchange Notes for its own account in exchange for Initial Notes must represent that such Initial Notes were acquired by that broker-dealer as a result of market-making activities or other trading activities, and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

Our interpretation of the terms and conditions of the Exchange Offer, including the letters of transmittal and the instructions to the letters of transmittal, and our resolution of all questions as to the validity, form, eligibility, including time of receipt, and acceptance of Initial Notes tendered for exchange will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular Initial Notes not properly tendered or to not accept any particular Initial Notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular Initial Notes prior to the Expiration Date.

Unless waived, any defects or irregularities in connection with tenders of Initial Notes for exchange must be cured prior to the Expiration Date. Neither we, the Exchange Agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of Initial Notes for exchange, nor will we or any of them incur any liability for any failure to give notification. Any Initial Notes received by the

 

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Exchange Agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration or termination of the Exchange Offer.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the Exchange Agent will establish an account with respect to the Initial Notes at DTC and, as the book-entry transfer facility, for purposes of the Exchange Offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the Initial Notes by causing the book-entry transfer facility to transfer those Initial Notes into the Exchange Agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of Initial Notes requires receipt of a confirmation of a book-entry transfer, which we refer to as a “book-entry confirmation,” prior to the Expiration Date. In addition, although delivery of Initial Notes may be effected through book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the Exchange Agent at its address set forth on the cover page of the letter of transmittal prior to the Expiration Date to receive Exchange Notes for tendered Initial Notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the Exchange Agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the Exchange Agent.

Holders of Initial Notes who are unable to deliver confirmation of the book-entry tender of their Initial Notes into the Exchange Agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the Exchange Agent on or prior to the Expiration Date must tender their Initial Notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your Initial Notes, but your Initial Notes are not immediately available or you cannot deliver your Initial Notes, the letter of transmittal or any other required documents to the Exchange Agent or comply with the procedures under DTC’s Automatic Tender Offer Program, prior to the Expiration Date, you may still tender if:

 

  •   the tender is made through an eligible guarantor institution;

 

  •   prior to the Expiration Date, the Exchange Agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such Initial Notes and the principal amount of Initial Notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the letter of transmittal, or facsimile thereof, together with the Initial Notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the Exchange Agent; and

 

  •   the Exchange Agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered Initial Notes in proper form for transfer or a book-entry confirmation of transfer of the Initial Notes into the Exchange Agent’s account at DTC and all other documents required by the letter of transmittal, within three business days after the Expiration Date.

Upon request, the Exchange Agent will send to you a notice of guaranteed delivery if you wish to tender your Initial Notes according to the guaranteed delivery procedures.

 

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Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of Initial Notes at any time prior to the Expiration Date. For a withdrawal to be effective:

 

  •   the Exchange Agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent;” or

 

  •   you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

 

  •   specify the name of the person who tendered the Initial Notes to be withdrawn;

 

  •   identify the Initial Notes to be withdrawn, including the certificate numbers and principal amount of the Initial Notes; and

 

  •   where certificates for Initial Notes have been transmitted, specify the name in which such Initial Notes were registered, if different from that of the withdrawing holder.

If certificates for Initial Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such certificates, you must also submit:

 

  •   the certificate numbers of the particular certificates to be withdrawn; and

 

  •   a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution, unless you are an eligible guarantor institution.

If Initial Notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of the facility. We will determine, in our reasonable discretion, all questions as to the validity, form and eligibility, including time of receipt of notices of withdrawal, and our determination will be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Initial Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the Initial Notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Initial Notes may be retendered by following the procedures described under “—Procedures for Tendering Initial Notes” above at any time on or prior to the Expiration Date.

Exchange Agent

U.S. Bank National Association has been appointed as the Exchange Agent for the Exchange Offer. U.S. Bank National Association also acts as trustee under the Indenture governing the Notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the Exchange Agent addressed as follows:

U.S. Bank National Association

Corporate Trust Support Services

111 Fillmore Avenue East

St. Paul, MN 55107

Attention: Specialized Finance Department

(if by mail, registered or certified recommended)

 

By Facsimile:

   

To Confirm by Telephone:

(651) 466-7372

Attention: Specialized Finance

    (651) 466-7150

 

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If you deliver the letter of transmittal to an address other than the one set forth above, or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The Registration Rights Agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the Exchange Notes and the conduct of the Exchange Offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the Exchange Agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of Initial Notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the Exchange Offer and will not pay any fee or commission to any broker, dealer, nominee or other person for soliciting tenders of Initial Notes pursuant to the Exchange Offer.

Accounting Treatment

We will record the Exchange Notes in our accounting records at the same carrying value as the Initial Notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the Exchange Offer. We will capitalize the expenses of the Exchange Offer and amortize them over the life of the Notes.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of Initial Notes under the Exchange Offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

 

  •   certificates representing Initial Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of Initial Notes tendered;

 

  •   tendered Initial Notes are registered in the name of any person other than the person signing the letter of transmittal; or

 

  •   a transfer tax is imposed for any reason other than the exchange of Initial Notes under the Exchange Offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their Initial Notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register Exchange Notes in the name of, or request that Initial Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your Initial Notes for Exchange Notes under the Exchange Offer, your untendered Initial Notes will remain subject to the restrictions on transfer as set forth in the Indenture and the legend printed on the Initial Notes as a consequence of the issuance of the Initial Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws.

 

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In general, you may not offer or sell your Initial Notes except in transactions that are registered under the Securities Act or if the offer or sale is exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreement, we do not intend to register resales of the Initial Notes under the Securities Act.

To the extent that Initial Notes are tendered and accepted in the Exchange Offer, the trading market for Initial Notes could be adversely affected.

Other

Participating in the Exchange Offer is voluntary, and you should carefully consider whether to participate. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered Initial Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any Initial Notes that are not tendered in the Exchange Offer or, except as required by the Registration Rights Agreement, to file a registration statement to permit resales of any untendered Initial Notes.

 

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DESCRIPTION OF NOTES

Certain terms used in this section are defined under the caption “—Certain Definitions” below. In this section, the words “Company,” “we” and “our” refer only to Century Communities, Inc. and not to any of its subsidiaries. Certain defined terms used in this description but not defined below under the caption “—Certain Definitions” have the meanings assigned to them in the Indenture.

On May 12, 2017, the Company issued $400 million in aggregate principal amount of 5.875% Senior Notes due 2025 (which we refer to as the “Initial Notes”) in a private offering pursuant to Rule 144A and Regulation S under the Securities Act.

The Company is offering to exchange up to $400 million in aggregate principal amount of 5.875% Senior Notes due 2025 that have been registered under the Securities Act (which we refer to as the “Exchange Notes”) for any or all validly tendered and not validly withdrawn Initial Notes on the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which we refer to as the “Exchange Offer”). The form and terms of the Exchange Notes will be identical in all material respects to the form and terms of the Initial Notes, except that the offer and sale of the Exchange Notes will be registered under the Securities Act and the Exchange Notes will have a different CUSIP number and will not contain certain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the Registration Rights Agreement. The Exchange Notes and the Initial Notes (to the extent not surrendered in exchange for Exchange Notes in the Exchange Offer) will be treated as a single series of notes under the Indenture, and will vote as a single class of notes for all matters submitted to a vote of Holders under the Indenture.

The Initial Notes were, and the Exchange Notes will be, issued under the Indenture, dated as of May 12, 2017 (which we refer to as the “Indenture,” as it has been and may be in the future amended and/or supplemented from time to time), by and among the Company, the guarantors party thereto (which we refer to as the “Guarantors”), and U.S. Bank National Association, as trustee (which we refer to as the “Trustee”). The term “Notes” means the Initial Notes and the Exchange Notes, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The following is a summary of the material terms and provisions of the Indenture and the Notes. The following summary does not purport to be a complete description of the Indenture and the Notes and is subject to the detailed provisions of, and qualified in its entirety by reference to, the Indenture. We urge you to read the Indenture because it, and not this description, defines your rights as Holders of the Notes.

The registered Holder of a Note will be treated as its owner for all purposes. Only registered Holders will have rights under the Indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

The Notes:

 

  •   are general senior unsecured obligations of the Company;

 

  •   rank senior in right of payment to the future subordinated Indebtedness of the Company that expressly provides for subordination to the Notes;

 

  •   rank equally in right of payment to all of the Company’s existing and future senior Indebtedness;

 

  •   are effectively subordinated to the Company’s existing and future secured Indebtedness, to the extent of the value of the collateral securing such Indebtedness;

 

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  •   are structurally subordinated to all of the existing and future liabilities, including trade payables, and claims of holders of preferred stock, if any, of the Company’s non-Guarantor Subsidiaries; and

 

  •   are fully, unconditionally, jointly and severally guaranteed by the Guarantors, subject to certain customary release provisions contained in the Indenture.

The Note Guarantees

The Company’s obligations under the Notes and the Indenture are fully, unconditionally, jointly and severally guaranteed by certain of our Subsidiaries, including substantially all of our domestic Wholly-Owned Restricted Subsidiaries, other than Immaterial Subsidiaries, and all of our future Subsidiaries under the circumstances, including certain customary release provisions contained in the Indenture, described below under the caption “—Note Guarantees.”

The Note Guarantees:

 

  •   are general senior unsecured obligations of the Guarantors;

 

  •   rank senior in right of payment to the future subordinated Indebtedness of the Guarantors that expressly provides for their subordination to the Note Guarantees;

 

  •   rank equally in right of payment to all of the Guarantors’ existing and future senior Indebtedness;

 

  •   are effectively subordinated to the Guarantors’ existing and future secured Indebtedness, to the extent of the value of the collateral securing such Indebtedness; and

 

  •   are structurally subordinated to all of the existing and future liabilities, including trade payables, and claims of holders of preferred stock, if any, of Subsidiaries of the Guarantors that do not guarantee the Notes.

Principal, Maturity and Interest

As of the date of this prospectus, $400 million in aggregate principal amount of Initial Notes is currently outstanding. The Initial Notes are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on July 15, 2025. Subject to our compliance with the covenant described below under the caption “—Certain Covenants—Limitations on Additional Indebtedness,” we are permitted to issue additional notes from time to time under the Indenture having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (which we refer to as the “Additional Notes”). The Notes and the Additional Notes, if any, will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. If any Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will be issued as a separate series under the Indenture and will have a separate CUSIP number and ISIN from the Notes. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of Notes” section, references to the “Notes” include any Additional Notes actually issued.

Interest on the Exchange Notes will accrue at the rate of 5.875% per annum and will be payable semiannually in arrears on January 15 and July 15, commencing on January 15, 2018. Interest on the Exchange Notes will accrue from July 15, 2017.

We will make each interest payment to the holders of record of the Notes on the immediately preceding January 1 and July 1. We will pay interest on overdue principal and interest at a rate that is equal to the then applicable interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any payment date with respect to the Notes is not on a Business Day, it shall be made on the next succeeding Business Day with the same effect as if made on the relevant payment date, without additional interest.

 

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Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to the Company at least ten Business Days prior to the applicable payment date, the Company will make all payments on such Holder’s Notes in accordance with those instructions. Otherwise, payments on the Notes will be made at the office or agency of the paying agent (which we refer to as the “Paying Agent”) and registrar (which we refer to as the “Registrar”) for the Notes unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. The Trustee is currently acting as the Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company may act as Paying Agent or Registrar.

Optional Redemption

Except as set forth below, the Company will not be entitled to redeem the Notes at its option.

On and after July 15, 2020, the Company will be entitled at its option on one or more occasions to redeem all or a portion of the Notes upon not less than 30 or more than 60 days’ notice, at the redemption prices set forth below (expressed in percentages of principal amount), plus accrued interest to, but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on July 15 of the years set forth below:

 

Period

    Redemption
Price		  

2020

      104.406 % 

2021

      102.938 % 

2022

      101.469 % 

2023 and thereafter

      100.000 % 

In addition, any time prior to July 15, 2020, the Company will be entitled at its option on one or more occasions to redeem Notes upon not less than 30 or more than 60 days’ notice, in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes issued prior to the redemption date at a redemption price (expressed as a percentage of principal amount) of 105.875%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that

 

  (1) at least 65% of such aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption (with Notes held, directly or indirectly, by the Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and

 

  (2) the redemption occurs prior to 90 days after the date of the closing of the related Equity Offering.

Prior to July 15, 2020, the Company will be entitled at its option on one or more occasions to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail or delivered electronically in accordance with the procedures of The Depository Trust Company (which we refer to as the “DTC”) to each Holder not less than 30 or more than 60 days prior to the redemption date.

“Applicable Premium” means with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on July 15, 2020 (such redemption price being described in the second paragraph

 

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in this “—Optional Redemption” section exclusive of any accrued interest) plus (ii) all required remaining scheduled interest payments due on such Note to, but excluding, July 15, 2020 (but excluding accrued and unpaid interest to, but excluding, the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50%, over (B) the principal amount of such Note on such redemption date.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to July 15, 2020; provided, however, that if the period from the redemption date to July 15, 2020 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from the redemption date to July 15, 2020 is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used.

The Indenture provides that, with respect to any such redemption, the Company will notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation thereof and that the Trustee will not be responsible for such calculation.

Selection and Notice of Redemption

In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, selection of the Notes for redemption will be made by the Trustee as follows:

 

  •   in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed; or

 

  •   if the Notes are not then listed on a national security exchange, on a pro rata basis (or in the case of Notes in global form, the Trustee will select Notes for redemption based on the procedures of DTC that most nearly approximates a pro rata selection), by lot or by such method as the Trustee shall deem fair and appropriate, subject to such rounding as may be determined by the Trustee to ensure that the Notes are redeemed in multiples of $1,000 in principal amount and that no unredeemed portion of a Note redeemed in part is less than $2,000 in principal amount.

Notice of redemption will be mailed by first-class mail or, so long as the Notes are in global form, given electronically in accordance with the procedures of DTC, at least 30 but not more than 60 days before the date of redemption to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon cancellation of the original Note. On and after the date of redemption, interest will cease to accrue on Notes or portions thereof called for redemption so long as the Company has deposited with the Paying Agent (or, if the Company is the Paying Agent, has segregated and holds in trust) funds in satisfaction of the redemption price of the Notes to be redeemed (including accrued and unpaid interest on the Notes to be redeemed) pursuant to the Indenture. Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction. If such redemption or notice is subject to the satisfaction of one or more conditions precedent, such notice or redemption may be extended or delayed until such condition or conditions are satisfied (as determined in the Company’s sole discretion).

Mandatory Redemption; Offers to Purchase; Open Market Purchases

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described below under the captions “—Change of Control” and “Certain Covenants—Limitations on Asset Sales.” The Company may at any time and from time to time purchase Notes in the open market or otherwise.

Note Guarantees

As of the date of this prospectus, substantially all of the Company’s Subsidiaries are Restricted Subsidiaries, and certain Subsidiaries, including all of the Company’s domestic Wholly-Owned Restricted Subsidiaries (other than any Immaterial Subsidiaries), are Guarantors. The Company’s wholly-owned subsidiary, Parkway Financial Group, LLC, and its subsidiaries, Inspire Home Loans Inc. and Parkway Title, LLC, which provide mortgage services and title services, respectively, to the Company’s home buyers, and which constitute the Company’s Financial Services operating segment, will be Unrestricted Subsidiaries and will not provide Note Guarantees.

In the future, (i) each Restricted Subsidiary that guarantees Indebtedness for borrowed money of the Company or any Guarantor will become a Guarantor and (ii) each other domestic Wholly-Owned Restricted Subsidiary of the Company (other than any Immaterial Subsidiary) will also become a Guarantor, in each case as described under the caption “Certain Covenants—Additional Note Guarantees.” The Guarantors will fully, unconditionally, jointly and severally guarantee, on a senior unsecured basis, the Company’s obligations under the Notes and the Indenture.

As of September 30, 2016, the Non-Guarantor Subsidiaries accounted for $38.0 million of the Company’s consolidated total assets and $28.3 million of its consolidated total liabilities, including debt and trade payables but excluding intercompany liabilities. For the six months ended June 30, 2017 and the twelve months ended December 31, 2016, the Non-Guarantor Subsidiaries accounted for $1.5 million and none, respectively, of the Company’s consolidated total revenues.

In the event of a bankruptcy, liquidation or reorganization of any Non-Guarantor Subsidiary, such Non-Guarantor Subsidiary will pay the holders of its debts and its trade creditors, and its preferred stock holders, if any, before it will be able to distribute any of its assets to us.

Each Note Guarantee will contain a provision that will limit the obligations of such Guarantor under its Note Guarantee to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under Credit Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. If a Note Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Note Guarantee could be reduced to zero. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—Federal and state fraudulent transfer laws permit a court to void the Exchange Notes and the guarantees, and, if that occurs, you may not receive any payments on the Exchange Notes.” Each Guarantor that makes a payment under its Note Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to seek contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

The Note Guarantee of a Guarantor also will be automatically and unconditionally released and discharged:

 

  (1) upon any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of Equity Interests of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition does not constitute an Asset Sale or is made in compliance with the provisions of the Indenture described in the first paragraph under the caption “—Certain Covenants—Limitations on Asset Sales”;

 

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  (2) upon any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of all or substantially all of the assets of such Guarantor to a Person, which sale, assignment, transfer, conveyance, exchange or other disposition does not constitute an Asset Sale or is made in compliance with the provisions of the Indenture described in the first paragraph under the caption “—Certain Covenants—Limitations on Asset Sales”; provided, that after such sale, assignment, transfer, conveyance, exchange or other disposition, such Guarantor is an Immaterial Subsidiary;

 

  (3) unless a Default has occurred and is continuing, upon the release or discharge of such Guarantor from its guarantee of any Indebtedness for borrowed money of the Company and the Guarantors so long as such Guarantor would not then otherwise be required to provide a Note Guarantee pursuant to the Indenture; provided that if such Guarantor has incurred any Indebtedness in reliance on its status as a Guarantor under the covenant “—Certain Covenants—Limitations on Additional Indebtedness,” such Guarantor’s obligations under such Indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Guarantor) under “—Certain Covenants—Limitations on Additional Indebtedness;”

 

  (4) upon the designation of such Guarantor as an Unrestricted Subsidiary, in accordance with the Indenture;

 

  (5) if the Company exercises its legal defeasance option or covenant defeasance option as described under the caption “—Legal Defeasance and Covenant Defeasance” or if the obligations of the Company and the Guarantors under the Indenture are discharged as described under the caption “—Satisfaction and Discharge,” upon such exercise or discharge; or

 

  (6) in connection with the dissolution of such Guarantor under applicable law in accordance with the Indenture.

Change of Control

Upon the occurrence of any of the following events (each a “Change of Control”), each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase (the “Change of Control Purchase Price”) plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date):

 

  (1) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than any Permitted Holder, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of “beneficial ownership” (as defined above) of more than 50% of the total voting power of the Voting Stock of the Company; provided that the acquisition of “beneficial ownership” (as defined above) of 100% of the Voting Stock of the Company by any direct or indirect holding company shall not constitute a Change of Control under this clause (1) if immediately after such acquisition, no “person” or “group” of related persons (as such terms are defined above) (other than any Permitted Holder) is or becomes the “beneficial owner” (as defined above) of more than 50% of the total voting power of the Voting Stock of such holding company;

 

  (2) the members or stockholders, as applicable, of the Company adopt a plan or proposal for liquidation or dissolution of the Company; or

 

  (3)

the sale, assignment, conveyance, transfer, lease or other disposition (other than by way of a merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and the Restricted Subsidiaries (determined on a consolidated basis) taken as a whole to any

 

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  “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Wholly-Owned Restricted Subsidiary or a Permitted Holder.

No later than 30 days following any Change of Control, the Company will mail or deliver electronically in accordance with the procedures of DTC a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:

 

  (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at the Change of Control Purchase Price, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

 

  (2) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

 

  (3) the instructions, as determined by the Company, that a Holder must follow in order to have its Notes purchased.

The Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if notice of redemption has been given with respect to all Notes as described above under the caption “—Optional Redemption.”

Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company shall not be deemed to have breached its obligations under the covenant described hereunder by virtue of its compliance with such securities laws or regulations.

The Change of Control purchase feature of the Notes may, in certain circumstances, make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature was a result of negotiations between the Company and the initial purchasers of the Initial Notes. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the capital structure or credit ratings of the Company and the Restricted Subsidiaries. Restrictions on the ability of the Company and the Restricted Subsidiaries to incur additional Indebtedness are contained in the covenants described below under the captions “—Certain Covenants—Limitations on Additional Indebtedness” and “—Certain Covenants—Limitations on Liens.” Such restrictions are subject to numerous exceptions and can be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Accordingly, the covenants set forth in the Indenture may not afford holders of the Notes protection in the event of a highly leveraged transaction.

In the event a Change of Control occurs at a time when the Company is contractually prohibited from purchasing Notes, the Company may seek the consent of the applicable lenders to the purchase of Notes or may attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to offer to purchase Notes would constitute a Default under the Indenture, which could, in turn, constitute a default under other Indebtedness of the Company and its Subsidiaries, including indebtedness outstanding under our Revolving Credit Facility, our Existing 6.875% Notes, and any other credit agreements that the Company and its Subsidiaries may enter into in the future.

 

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The agreements governing certain current Indebtedness of the Company do, and any future Indebtedness that the Company and its subsidiaries may incur may, contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repayment or repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the Holders of their right to require the Company to repurchase their Notes could cause a default under such other indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company. Finally, the Company’s ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by the Company’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—We may not have the ability to raise the funds necessary to finance the Change of Control offer required by the Indenture governing the Notes.”

The definition of “Change of Control” includes the sale of all or substantially all the assets of the Company and the Restricted Subsidiaries (determined on a consolidated basis). Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company and the Restricted Subsidiaries (determined on a consolidated basis). As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of Notes may require the Company to make an offer to repurchase the Notes as described above. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—There is uncertainty about the meaning of the phrase “all or substantially all” under applicable laws in connection with determining whether a Change of Control has occurred.”

The provisions under the Indenture relative to our obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of Notes, prior to the time the obligation to make such offer arises.

Certain Covenants

As of the date of this prospectus, substantially all of the Company’s Subsidiaries are “Restricted Subsidiaries.” Under the circumstances described below under the caption “—Limitations on Designation of Unrestricted Subsidiaries,” the Company is permitted to designate any of its other Subsidiaries as “Unrestricted Subsidiaries.” The effect of a Subsidiary being an “Unrestricted Subsidiary” is:

 

  •   an Unrestricted Subsidiary will generally not be subject to the restrictive covenants in the Indenture;

 

  •   a Subsidiary that has previously been a Guarantor and that is Designated an Unrestricted Subsidiary will be released from its Note Guarantee; and

 

  •   the assets, income, cash flow and other financial results of an Unrestricted Subsidiary will not be consolidated with those of the Company for purposes of calculating compliance with the restrictive covenants contained in the Indenture.

Limitations on Additional Indebtedness

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); provided, however; that the Company or any Guarantor may incur additional Indebtedness (including Acquired Indebtedness) if no Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of the Indebtedness and if, after giving effect thereto on a pro forma basis, either (i) the Consolidated Fixed Charge Coverage Ratio would be at least 2.00 to 1.00, or (ii) the Indebtedness to Tangible Net Worth Ratio would be no more than 3.00 to 1.00.

 

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The first paragraph of this covenant will not prohibit the incurrence of the following Indebtedness (collectively, “Permitted Indebtedness”):

 

  (1) the incurrence by the Company or any Restricted Subsidiary (and the Guarantee thereof by the Company or any such Restricted Subsidiary) of Indebtedness under one or more Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) in an aggregate amount outstanding at any one time not to exceed the greater of (a) $400.0 million and (b) 27.5% of Consolidated Tangible Assets at the time of incurrence;

 

  (2) the Notes and the Note Guarantees issued on the Initial Issue Date and the Exchange Notes issued in exchange therefor (including any guarantee thereof);

 

  (3) Indebtedness of the Company and the Restricted Subsidiaries to the extent existing on the Initial Issue Date (other than Indebtedness referred to in clauses (1), (2), (4), (5), (6), (9), (10), (12), (14), (15), (16) and (18) of the second paragraph of this covenant);

 

  (4) Indebtedness of the Company and the Restricted Subsidiaries under Hedging Obligations;

 

  (5) Indebtedness of the Company owed to and held by a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (a) any Indebtedness of the Company owed to a Non-Guarantor Subsidiary is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Indenture and the Notes, (b) any Indebtedness of a Guarantor owed to a Non-Guarantor Subsidiary is unsecured and subordinated, pursuant to a written agreement, to such Guarantor’s obligations under the Indenture, the Notes or its Note Guarantee, as applicable, and (c) upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Company or a Restricted Subsidiary, such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this clause (5);

 

  (6) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit, performance bonds, completion bonds, bid bonds, surety bonds, appeal bonds, performance, completion and compliance guarantees or other similar obligations incurred in the ordinary course of business; provided, however, that upon the drawing of letters of credit for reimbursement obligations, or the incurrence of other reimbursement-type Indebtedness with respect to the foregoing, such obligations are reimbursed within 30 days following such drawing or incurrence;

 

  (7) Purchase Money Indebtedness incurred by the Company or any Restricted Subsidiary in an aggregate amount, together with any Refinancing Indebtedness incurred in respect thereof pursuant to clause (11) below, not to exceed at any time outstanding the greater of (a) $20.0 million and (b) 3.0% of Consolidated Tangible Assets at the time of incurrence;

 

  (8) Non-Recourse Indebtedness of the Company or any Restricted Subsidiary incurred for the acquisition, development and/or improvement of real property and secured by Liens only on such real property and Directly Related Assets;

 

  (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

 

  (10) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

 

  (11) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the first paragraph of this covenant and clauses (2), (3), (7), (13), (19) or this clause (11) of the second paragraph of this covenant;

 

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  (12) the guarantee by (a) the Company or any Guarantor of Indebtedness (other than Indebtedness incurred pursuant to clause (8) or (15) hereof) of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant provided, that to the extent such Indebtedness is a subordinated obligation, the guarantee thereof by the Company or such Guarantor shall be subordinated in right of payment to the Notes or the applicable Note Guarantee, as the case may be and (b) Non-Guarantor Subsidiaries of Indebtedness incurred by Non-Guarantor Subsidiaries in accordance with the provisions of the Indenture;

 

  (13) Indebtedness (i) outstanding on the date on which a Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Company or any Restricted Subsidiary or (ii) Incurred to provide all or a portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which a Person became a Restricted Subsidiary or was otherwise acquired by (including pursuant to any acquisition of assets and assumption of related liabilities) the Company or a Restricted Subsidiary; provided, however, that, in each of clauses (i) and (ii) of this clause (13), at the time of such acquisition or other transaction, either

 

  (a) the Company would have been able to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant on a pro forma basis after giving effect to the incurrence of such Indebtedness pursuant to this clause (13);

 

  (b) on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries is higher than such ratio immediately prior to such acquisition or merger; or

 

  (c) on a pro forma basis, the Indebtedness to Tangible Net Worth Ratio of the Company and the Restricted Subsidiaries is less than such ratio immediately prior to such acquisition or merger;

 

  (14) Indebtedness incurred in connection with a Sale and Leaseback Transaction of any Model Home Unit;

 

  (15) the incurrence of Indebtedness by the Company or a Restricted Subsidiary deemed to exist pursuant to the terms of a joint venture agreement as a result of the failure of the Company or any Restricted Subsidiary to make a required capital contribution therein; provided that the only recourse on such Indebtedness is limited to the Company’s or such Restricted Subsidiary’s equity interests in the related joint venture;

 

  (16) obligations of the Company or any Restricted Subsidiary under an agreement with any governmental authority, adjoining (or common masterplan) landowner or seller of real property, in each case entered into in the ordinary course of business in connection with the acquisition of real property, to entitle, develop or construct infrastructure thereupon;

 

  (17) Indebtedness of any Mortgage Subsidiary under warehouse lines of credit and repurchase agreements, and Indebtedness secured by mortgage loans and related assets of such Mortgage Subsidiary, in each case incurred in the ordinary course of such business; provided that the only legal recourse for collection of obligations owing on such Indebtedness is against such Restricted Subsidiary, any other Mortgage Subsidiaries and/or their respective assets;

 

  (18) the incurrence of Indebtedness by the Company or a Restricted Subsidiary in respect of a PAPA; and

 

  (19) Indebtedness of the Company or any Restricted Subsidiary in an aggregate amount, together with any Refinancing Indebtedness incurred in respect thereof pursuant to clause (11) above, not to exceed at any time outstanding the greater of (a) $40.0 million and (b) 4.0% of Consolidated Tangible Assets at the time of incurrence.

For purposes of determining compliance with this covenant:

 

  (1)

in the event that Indebtedness meets the criteria of more than one of the types of Permitted Indebtedness described in the second paragraph of this covenant or is permitted under first paragraph of

 

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  this covenant, the Company, in its sole discretion, will classify such item of Permitted Indebtedness on the date of incurrence and may later reclassify such item of Indebtedness in any manner that then complies with this covenant and will be entitled to divide the amount and type of such Indebtedness among more than one of such clauses under the second paragraph of this covenant and the first paragraph of this covenant; provided that all Indebtedness outstanding on the Initial Issue Date under the Credit Facilities, after giving effect to the use of proceeds of the May 2017 private offering of notes, shall be deemed incurred under clause (1) of the second paragraph of this covenant and not the first paragraph or clause (3) of the second paragraph of this covenant and may not later be reclassified;

 

  (2) if obligations in respect of letters of credit are incurred pursuant to a revolving credit facility and relate to other Indebtedness, then such letters of credit shall be treated as incurred pursuant to clause (1) of the second paragraph above and such other Indebtedness shall not be included; and

 

  (3) except as provided in clause (2) of this paragraph, Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included.

Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, the payment of interest in the form of additional Indebtedness, the reclassification of any obligation as Indebtedness due to a change in accounting principles and the payment of dividends in the form of additional shares of preferred stock or Disqualified Equity Interests will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

Limitations on Restricted Payments

 

  (A) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless at the time of and after giving effect to such Restricted Payment:

 

  (1) no Default shall have occurred and be continuing or shall occur as a consequence thereof;

 

  (2) immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the “—Limitations on Additional Indebtedness” covenant; and

 

  (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after May 5, 2014 (the “Accrual Date”) (other than Restricted Payments made pursuant to clauses (2) through (5) and (7) through (13) of the next paragraph), would not exceed the sum (the “Restricted Payments Basket”) of (without duplication):

 

  (a) 50% of Consolidated Net Income for the period (taken as one accounting period) from April 1, 2014 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus

 

  (b) 100% of the aggregate net cash proceeds or the Fair Market Value of any assets to be used in a Permitted Business or Capital Stock of a Person engaged in a Permitted Business (provided, that, such Person becomes a Restricted Subsidiary of the Company or such Person is merged or consolidated into the Company or any of the Restricted Subsidiaries) received by the Company either (i) as contributions to the common equity of the Company after the Accrual Date or (ii) received by the Company from the issuance and sale of Qualified Equity Interests after the Accrual Date, other than net cash proceeds received from an issuance or sale of such Qualified Equity Interests to a Subsidiary of the Company or to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination, plus

 

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  (c) the aggregate amount by which Indebtedness of the Company or any Restricted Subsidiary is reduced on the Company’s balance sheet upon the conversion or exchange (other than in respect of Indebtedness held by a Subsidiary of the Company) of Indebtedness issued subsequent to the Accrual Date into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Company or any Restricted Subsidiary upon such conversion or exchange), plus

 

  (d) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after the Accrual Date, an amount (to the extent not included in the computation of clause (a) above) equal to the net reduction of the portion of such Investment that was treated as a Restricted Payment, plus

 

  (e) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, to the extent not already included in the computation of clause (a) above, the lesser of (i) the Fair Market Value of the Company’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Company’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent Restricted Payments under this clause (3) and were not previously repaid or otherwise reduced, plus

 

  (f) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Company or any Restricted Subsidiary incurred after the Accrual Date that is subsequently released or discharged (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this clause (3) when made.

 

  (B) The foregoing provisions will not prohibit:

 

  (1) the payment by the Company or any Restricted Subsidiary of any dividend or similar distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or distribution or the giving of the redemption notice, if on the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the Indenture;

 

  (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Company or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness that constitutes Refinancing Indebtedness;

 

  (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Company held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of the Company or any Restricted Subsidiary, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan of any kind; provided that the aggregate cash consideration paid for all such payments shall not exceed $4.0 million during any calendar year (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are available to be carried over to subsequent calendar years, so long as the cash consideration applied to the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests pursuant to this clause (3) shall in no event exceed $8.0 million in any calendar year);

 

  (4) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the Equity Interests represent a portion of the exercise price thereof;

 

  (5) the repurchase of Equity Interests upon vesting of restricted stock, restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto;

 

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  (6) the payment of dividends on the Company’s Qualified Equity Interests (other than preferred stock) (or the payment of any dividend to any parent of the Company to fund the payment by such parent of a dividend on such entity’s Qualified Equity Interests (other than preferred stock) of up to 6% per annum of the net proceeds received by the Company from any public equity offering after the Accrual Date of such Qualified Equity Interests of the Company or contributed to the Company as common equity capital by any parent from any public equity offering of such Qualified Equity Interests of any direct or indirect parent of the Company;

 

  (7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this clause (7) and then outstanding, does not exceed $30.0 million;

 

  (8) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Equity Interests, Disqualified Equity Interests or Subordinated Indebtedness of the Company or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Company (other than Disqualified Equity Interests and other than Equity Interests issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that the net cash proceeds from such sale of Equity Interests will be excluded from clause (a)(3)(b) above to the extent so applied;

 

  (9) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Equity Interests of the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Equity Interests of the Company or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Equity Interests constitute Refinancing Indebtedness;

 

  (10) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness (a) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness in the event of a Change of Control in accordance with provisions similar to the “—Change of Control” covenant or (b) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to the “—Limitations on Asset Sales” covenant; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Sale Offer;

 

  (11) cash payments in lieu of the issuance of fractional shares of the Company’s Equity Interests upon the exercise, conversion or exchange of any stock options, warrants, other rights to purchase Equity Interests or other convertible or exchangeable securities or any other transaction otherwise permitted by this covenant;

 

  (12) payments or distributions to holders of Equity Interests of the Company or any of the Restricted Subsidiaries pursuant to appraisal or dissenter rights required under applicable law or pursuant to a court order in connection with any merger, amalgamation, arrangement, consolidation or sale, assignment, conveyance, transfer, lease or other disposition of assets; and

 

  (13) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Equity Interests of the Company or preferred stock of any Restricted Subsidiary issued on or after the Accrual Date in accordance with the covenant described above under the caption “—Limitations on Additional Indebtedness” to the extent such dividends are included in the definition of “Consolidated Interest Expense.”

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or a

 

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Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The amount of any Restricted Payment paid in cash shall be its face amount.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

 

  (a) pay dividends or make any other distributions on or in respect of its Equity Interests to the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity capital shall not be deemed a restriction on the ability to make distributions on Equity Interests);

 

  (b) make loans or advances to the Company or any other Restricted Subsidiary; or

 

  (c) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (a) or (b) above); except for:

 

  (1) encumbrances or restrictions existing under or by reason of applicable law, regulation, rule, permit or other regulatory restrictions;

 

  (2) encumbrances or restrictions existing under the Indenture, the Notes and the Note Guarantees;

 

  (3) non-assignment provisions of any contract or any license or lease entered into in the ordinary course of business;

 

  (4) encumbrances or restrictions existing under Credit Facilities and other agreements entered into prior to the Initial Issue Date;

 

  (5) in the case of clause (c) above, restrictions on the transfer of assets subject to any Lien permitted under the Indenture;

 

  (6) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitations are applicable only to the assets that are the subject of such agreements;

 

  (7) any encumbrance or restriction with respect to a Restricted Subsidiary or its property or assets in existence on or before the date on which such Restricted Subsidiary or its property or assets were acquired (directly or indirectly) by the Company or a Restricted Subsidiary (other than encumbrances or restrictions relating to Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person so acquired or any of its Subsidiaries, or the assets of the Person so acquired or any of its Subsidiaries (including after-acquired property);

 

  (8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced (for which a determination in good faith by the Company’s Board of Directors shall be conclusive);

 

  (9)

customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements

 

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  entered into in the ordinary course of business that restrict the transfer of leasehold interests, licensed interests or ownership interests in such partnership, limited liability company, joint venture or similar Person;

 

  (10) Purchase Money Indebtedness incurred in the ordinary course of business and in compliance with the covenant described under the caption “—Limitations on Additional Indebtedness” to the extent they impose restrictions of the nature described in clause (c) above on the assets acquired;

 

  (11) Non-Recourse Indebtedness incurred in the ordinary course of business and in compliance with the covenant described under the caption “—Limitations on Additional Indebtedness” to the extent it imposes restrictions of the nature described in clause (c) above on the assets securing such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets;

 

  (12) customary restrictions in other Indebtedness incurred in compliance with the covenant described under the caption “—Limitations on Additional Indebtedness”; provided that such restrictions, taken as a whole, in the good faith determination of the Board of Directors of the Company (a) are not materially more restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (4) above or (b) will not have a material adverse effect on the Company’s ability to make payments of interest on, and principal of, the Notes (for which a determination in good faith by the Company’s Board of Directors shall be conclusive);

 

  (13) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder;

 

  (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and

 

  (15) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments or refinancings are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing (for which a determination in good faith by the Company’s Board of Directors shall be conclusive).

Limitations on Transactions with Affiliates

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate consideration in excess of $2.5 million (an “Affiliate Transaction”), unless:

 

  (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained in a comparable transaction at such time on an arm’s-length basis by the Company or that Restricted Subsidiary from a Person that is not an Affiliate of the Company or that Restricted Subsidiary; and

 

  (2) the Company delivers to the Trustee

 

  (a)

with respect to any Affiliate Transaction involving aggregate value expended or received by the Company or any Restricted Subsidiary in excess of $10.0 million, an Officers’ Certificate of the Company certifying that such Affiliate Transaction complies with clause (1) above and either (x) a

 

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  Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Board of Directors approving such Affiliate Transaction or (y) a written opinion or appraisal of the type described in clause (b) below; and

 

  (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Company or any Restricted Subsidiary exceeding $25.0 million, a written opinion as to the fairness of such Affiliate Transaction to the Company or such Restricted Subsidiary from a financial point of view or a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor.

The foregoing restrictions shall not apply to:

 

  (1) transactions exclusively between or among (a) the Company and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries;

 

  (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements;

 

  (3) any Permitted Investment (other than any Permitted Investment made in accordance with clause (2) of the definition of “Permitted Investments”);

 

  (4) any agreement as in effect as of the Initial Issue Date or any extension, amendment, modification, restatement or renewal thereof (so long as any such extension, amendment, modification, restatement or renewal satisfies the requirements set forth in clause (1) of the first paragraph of this covenant) or any transaction contemplated thereby;

 

  (5) Restricted Payments which are made in accordance with the covenant described under the caption “—Limitations on Restricted Payments”;

 

  (6) issuances, sales or other dispositions of Qualified Equity Interests by the Company to an Affiliate;

 

  (7) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Company and the Restricted Subsidiaries (including pursuant to joint venture agreements) and otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the disinterested members of the Board of Directors of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person;

 

  (8) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto, so long as any such amendment is not disadvantageous to the Holders in the good faith judgment of the Board of Directors of the Company, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger;

 

  (9) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls (including pursuant to a joint venture or shareholders agreement), such Person; and

 

  (10) transactions in the ordinary course of business with Unrestricted Subsidiaries that are primarily engaged in the mortgages origination and lending business; provided, however, that such transactions are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

 

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Limitations on Liens

The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (a “Triggering Lien”) of any nature whatsoever against any property or assets now owned or hereafter acquired by the Company or such Restricted Subsidiary (including Equity Interests of a Subsidiary), or any proceeds, income or profits therefrom, securing any Indebtedness, except Permitted Liens, unless all payments and other obligations due under the Indenture and the Notes (or under a Note Guarantee in the case of Liens of a Guarantor) are secured on an equal and ratable basis (or on a senior priority basis, in the event the other Indebtedness is Subordinated Indebtedness) with the obligations so secured until such time as such obligations are no longer secured by a Triggering Lien.

Limitations on Asset Sales

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, cause, make, suffer to exist or consummate any Asset Sale unless:

 

  (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets subject to such Asset Sale; and

 

  (2) at least 75% of the total consideration received by the Company or such Restricted Subsidiary, as the case may be, in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided that the foregoing requirement shall not apply with respect to any Asset Sale by way of loss, damage or destruction of property or assets or condemnation or other involuntary disposition of such property or assets.

For purposes of clause (2) above and for no other purpose, the following shall be deemed to be cash:

 

  (a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Company or such Restricted Subsidiary (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company and all Restricted Subsidiaries have been validly and unconditionally released by the holder of such Indebtedness in writing;

 

  (b) the amount of any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are within 120 days following the closing of such Asset Sale converted by the Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received);

 

  (c) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged in a Permitted Business, such entity becomes a Restricted Subsidiary and the Company or a Restricted Subsidiary acquires voting and management control of such entity) received by the Company or any Restricted Subsidiary to be used by it in the Permitted Business; and

 

  (d) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale the Fair Market Value of which, when taken together with all other Designated Non-cash Consideration received since the Initial Issue Date pursuant to this clause (d) (and not subsequently converted into Cash Equivalents that are treated as Net Available Proceeds of an Asset Sale), does not exceed the greater of (i) $20.0 million and (ii) 4.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

 

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If the Company or any Restricted Subsidiary engages in an Asset Sale, the Company or such Restricted Subsidiary shall, no later than 365 days following the receipt of the Net Available Proceeds, apply all or any of the Net Available Proceeds therefrom:

 

  (1) to repay, prepay, redeem or repurchase and, with respect to any revolving Indebtedness, permanently reduce Indebtedness and commitments with respect thereto (provided that to the extent such Indebtedness is a Borrowing Base Facility, the Company or such Restricted Subsidiary shall not be obligated to permanently reduce Indebtedness or commitments thereunder) any:

 

  (x) Obligations under (i) secured Indebtedness under any Credit Facility and (ii) secured Indebtedness of the Company (other than any Disqualified Equity Interests or Subordinated Indebtedness) or secured Indebtedness of a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company;

 

  (y) Obligations under the Notes or any other Pari Passu Indebtedness of the Company or any Guarantor; provided that if the Company or any Restricted Subsidiary shall so repay or prepay any such other Pari Passu Indebtedness, the Company will reduce Obligations under the Notes on a pro rata basis (based on the amount so applied to such repayments or prepayments) by, at their option, (A) redeeming Notes as described under the caption “—Optional Redemption,” (B) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased or (C) purchasing Notes through privately negotiated transactions or open market purchases, in a manner that complies with the Indenture and applicable securities law; or

 

  (z) Indebtedness of a Non-Guarantor Subsidiary with proceeds of Asset Sales by such Non-Guarantor Subsidiary, other than Indebtedness owed to the Company or any Restricted Subsidiary of the Company;

 

  (2) to acquire all or substantially all of the assets of, or any Equity Interests of another Person engaged in a Permitted Business, if, after giving effect to any such acquisition of Equity Interests, such Person is or becomes a Restricted Subsidiary of the Company;

 

  (3) to make a capital expenditure;

 

  (4) to acquire Additional Assets or improve or develop existing assets to be used in a Permitted Business; or

 

  (5) to make any combination of the foregoing payments, redemptions, repurchases, expenditures or investments;

provided, that in the case of clause (2), (3), (4) or (5), a binding commitment to acquire the assets or Equity Interests of a Person engaged in a Permitted Business, invest in Additional Assets or to make such capital expenditures shall be treated as a permitted application of an amount of Net Available Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such amount of Net Available Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and such Net Available Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale and 180 days from the date of the Acceptable Commitment.

Pending the final application of any Net Available Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Proceeds in any manner that is not prohibited by the Indenture.

Any Net Available Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds

 

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exceeds $20.0 million, the Company will be required to make an Asset Sale Offer to all Holders of Notes and if the Company elects (or is required by the terms of such other Pari Passu Indebtedness), all holders of other Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness, in denominations of $2,000 initial principal amount and multiples of $1,000 in excess thereof, that may be purchased with an amount equal to the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, or, in the case of Pari Passu Indebtedness represented by securities sold at a discount, not more than the amount of the accreted value thereof at such time, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. After the completion of an Asset Sale, the Company may make an Asset Sale Offer prior to the time it is required to do so by the first sentence of this paragraph. If the Company completes such an Asset Sale Offer with respect to any Net Available Proceeds, the Company shall be deemed to have complied with this covenant with respect to the application of such Net Available Proceeds, and any such Net Available Proceeds remaining after completion of such Asset Sale Offer will no longer be deemed Excess Proceeds and may be used by the Company and the Restricted Subsidiaries for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the Company or its agent will select such other Pari Passu Indebtedness to be purchased on a pro rata basis (subject to adjustments so no note in an authorized denomination remains outstanding after such purchase) based on the aggregate principal amount of the Notes and the other Pari Passu Indebtedness to be purchased validly tendered and not withdrawn. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company shall not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of its compliance with such securities laws or regulations.

Agreements relating to Indebtedness to which the Company (or one of its Affiliates) may become a party from time to time may prohibit or limit, the Company from purchasing any Notes pursuant to this “—Limitations on Asset Sales” covenant. In the event the Company is contractually prohibited from purchasing the Notes, the Company could seek the consent of its lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, it will remain contractually prohibited from purchasing the Notes. In such case, the Company’s failure to offer to purchase tendered notes would constitute a Default under the Indenture.

Provisions under the Indenture relative to our obligation to make an offer to repurchase the Notes pursuant to this “—Limitations on Asset Sales” covenant may be waived or modified with the written consent of the Holders of a majority in principal amount of Notes, prior to the time the obligations to make such offer arises.

Limitations on Designation of Unrestricted Subsidiaries

The Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

 

  (1) no Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation;

 

  (2) (A) such Subsidiary has total assets of $1,000 or less or (B) the Company would be permitted to make, and shall be deemed to make, at the time of such Designation, (a) a Permitted Investment or (b) an Investment pursuant to the “—Limitations on Restricted Payments” covenant described above, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s proportionate interest in such Subsidiary on such date;

 

  (3)

neither the Company nor any of its other Subsidiaries (other than Unrestricted Subsidiaries) (x) provides any direct or indirect credit support for any Indebtedness of such Subsidiary (including any

 

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  undertaking, agreement or instrument evidencing such Indebtedness) or (y) is directly or indirectly liable for any Indebtedness of such Subsidiary other than, in each case, such Investments as are permitted pursuant to the “—Limitations on Restricted Payments” covenant described above;

 

  (4) such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding (x) are no less favorable to the Company or the Restricted Subsidiary than those that would be reasonably expected to be obtained at the time from Persons who are not Affiliates of the Company or such Restricted Subsidiary or (y) would be permitted as (a) an Affiliate Transaction under and in compliance with the covenant described above under the caption “—Limitations on Transactions with Affiliates,” (b) an Asset Sale under and in compliance with the covenant described above under the caption “—Limitations on Asset Sales,” (c) a Permitted Investment or (d) an Investment under and in compliance with the covenant described above under the caption “—Limitations on Restricted Payments”;

 

  (5) such Subsidiary is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results except, in each case, such Investments as are permitted pursuant to the “—Limitations on Restricted Payments” covenant described above; and

 

  (6) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary.

If, at any time after the Designation, any Unrestricted Subsidiary fails to meet the requirements set forth in the preceding paragraph, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is not permitted to be incurred under the covenant described above under the caption “—Limitations on Additional Indebtedness” or the Lien is not permitted under the covenant described above under the caption “—Limitations on Liens,” the Company shall be in default of the applicable covenant.

The Company may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

 

  (1) no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation;

 

  (2) (a) the Company would be able to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the “—Limitations on Additional Indebtedness” covenant, (b) the Consolidated Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would be equal to or greater than such ratio for the Company and the Restricted Subsidiaries immediately prior to such Redesignation, or (c) the Indebtedness to Tangible Net Worth Ratio of the Company and the Restricted Subsidiaries would be equal to or less than such ratio immediately prior to such Redesignation, in each case on a pro forma basis taking into account such Redesignation; and

 

  (3) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of the Indenture.

All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of the Company and an Officers’ Certificate delivered to the Trustee and certifying compliance with the foregoing provisions.

 

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Limitations on Mergers, Consolidations, Etc.

The Company will not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge with or into any Person (other than a merger that satisfies the requirements of clause (1) below with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company’s jurisdiction of formation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company to any Person or (b) adopt a Plan of Liquidation unless, in either case:

 

  (1) either:

 

  (a) the Company will be the surviving or continuing Person; or

 

  (b) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor (if other than the Company) expressly assumes, by supplemental indenture in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and the Indenture; provided that, at any time the Successor is a limited liability company or a limited partnership, there shall be a co-issuer of the Notes that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia;

 

  (2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing;

 

  (3) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, either (a) the Company or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described under the caption “—Limitations on Additional Indebtedness,” (b) the Consolidated Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries or the Successor and the Restricted Subsidiaries, as the case may be, would be greater than such ratio for the Company and the Restricted Subsidiaries immediately prior to such transaction or (c) the Indebtedness to Tangible Net Worth Ratio of the Company and the Restricted Subsidiaries or the Successor and the Restricted Subsidiaries, as the case may be, would be less than such ratio for the Company and the Restricted Subsidiaries immediately prior to such transaction; and

 

  (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, disposition or Plan of Liquidation and such supplemental indenture, if any, comply with the Indenture, and in the case of the Opinion of Counsel, that such supplemental indenture constitutes the legal, valid and binding obligation of the Successor, enforceable against the Successor.

For purposes of this covenant, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Except as provided in the fifth paragraph under the caption “—Note Guarantees,” no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person (other than the Company or a Guarantor), whether or not affiliated with such Guarantor, unless:

 

  (1) either:

 

  (a) such Guarantor will be the surviving or continuing Person; or

 

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  (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Note Guarantee of such Guarantor and the Indenture;

 

  (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and

 

  (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture, if any, comply with the Indenture, and in the case of the Opinion of Counsel, that such supplemental indenture constitutes the legal, valid and binding obligation of the successor Guarantor, enforceable against the successor Guarantor.

Notwithstanding the foregoing, (a) any Restricted Subsidiary may merge into the Company or another Restricted Subsidiary, (b) the above provisions shall not apply to any transfer of assets between or among the Company and any Restricted Subsidiaries and (c) the requirements of the immediately preceding paragraph will not apply to any transaction pursuant to which such Guarantor is permitted to be released from its Note Guarantee in accordance with the provisions described above under the caption “Note Guarantees.”

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Subsidiaries, whose properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, will be deemed to be the transfer of all or substantially all of the assets of the Company.

Upon any consolidation, combination or merger of the Company or a Guarantor, or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which the Company or such Guarantor is merged or to which such sale, lease, transfer, conveyance or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor under the Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as the Company or such Guarantor and, except in the case of a lease, the Company or such Guarantor, as the case may be, will be released from the obligation to pay the principal of, and premium, if any and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of the Company’s or such Guarantor’s other obligations and covenants under the Notes, the Indenture and its Note Guarantee, if applicable.

The description above includes a phrase relating to the sale or disposition of “all or substantially all” of the assets of the Company and the Restricted Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law.

Additional Note Guarantees

After the Initial Issue Date, the Company will cause (i) each Restricted Subsidiary that guarantees Indebtedness for borrowed money of the Company or any Guarantor and (ii) each other domestic Wholly-Owned Restricted Subsidiary, other than any Immaterial Subsidiary (until such Immaterial Subsidiary is no longer an Immaterial Subsidiary), to execute and deliver to the Trustee, within 30 days of incurring such guarantee (in the case of clause (i) above) or the applicable date of acquisition or creation (or change in status of an Immaterial Subsidiary) (in the case of clause (ii) above), a supplemental indenture to the Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee. Each Note Guarantee shall be subject to the terms and limitations, including certain customary release provisions contained in the Indenture, described above under the caption “—Note Guarantees.”

 

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The Company at any time at its sole option may cause any Non-Guarantor Subsidiary to become a Guarantor by executing a supplemental indenture to the Indenture and delivering the documents required by the Indenture.

Conduct of Business

The Company will not, and will not permit any Restricted Subsidiary to, engage in any material respect in a business other than a Permitted Business.

Payments for Consent

The Company will not, and will not permit any Subsidiary to, directly or indirectly, pay or cause to be paid any consideration, to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement; provided that if consents, waivers or amendments are sought in connection with an exchange offer where participation in such exchange offer is limited to Holders who are “qualified institutional buyers,” within the meaning of Rule 144A, or non-U.S. persons, within the meaning of Regulation S, then such consideration need only be offered to all Holders to whom the exchange offer is made and to be paid to all such Holders that consent, waive or agree to amend in such time frame.

Reports

Whether or not the Company is subject to Section 13 or 15(d) of the Exchange Act, for so long as the Notes are outstanding, the Company will furnish to Holders of Notes, within the time periods specified in the SEC’s rules and regulations (including any grace periods or extensions permitted by the SEC):

 

  (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, an audit report on the annual financial statements by the Company’s certified independent accountants; and

 

  (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file these reports.

In addition, whether or not the Company is subject to Section 13 or 15(d) of the Exchange Act, for so long as the Notes are outstanding, the Company will, to the extent permitted by the SEC, file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (including any grace periods or extensions permitted by the SEC) and make the information available to securities analysts and prospective investors upon request.

At any time that there shall be one or more Unrestricted Subsidiaries that, in the aggregate, hold more than 15.0% of Consolidated Tangible Assets, the quarterly and annual financial information required by the preceding paragraphs shall include a reasonably detailed presentation, either on the face of the financial statements or in the notes thereto of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

In addition, to the extent not satisfied by the foregoing, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

 

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In addition, the Company will:

 

  (1) hold a quarterly conference call to discuss the information contained in the reports not later than ten Business Days from the time the Company furnishes the reports to the Holders; and

 

  (2) no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (1) above, issue a press release to the appropriate U.S. wire services announcing the time and date of such conference call and directing the Holders or beneficial owners of, and prospective investors in the Notes and securities analysts and market makers to contact an individual at the Company (for whom contact information shall be provided in such press release) to obtain the reports and information on how to access such conference call.

Any information filed with, or furnished to, the SEC within the time periods specified in this covenant shall be deemed to have been furnished to the Holders of Notes and prospective investors as required by this covenant, and to the extent such filings comply with the rules and regulations of the SEC regarding such filings, they will be deemed to comply with the requirements of this covenant.

Events of Default

Each of the following is an “Event of Default”:

 

  (1) failure by the Company to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;

 

  (2) failure by the Company to pay the principal or premium on any of the Notes when it becomes due and payable, whether at its Stated Maturity, upon redemption, upon required purchase, upon acceleration or otherwise;

 

  (3) failure by the Company or the Guarantors to comply with any of its agreements or covenants described above under the caption “—Certain Covenants—Limitations on Mergers, Consolidations, Etc.”;

 

  (4) failure by the Company or any Restricted Subsidiary to comply with any other agreement or covenant in the Indenture and continuance of this failure for 60 days after written notice of the failure has been given to the Company by the Trustee or by the Holders (with a copy to the Trustee) of at least 25% of the aggregate principal amount of the Notes then outstanding;

 

  (5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness (other than Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary, or the payment of which is guaranteed by the Company or any Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is incurred after the Initial Issue Date, which default:

 

  (a) is caused by a failure to pay when due principal on such Indebtedness within the applicable express grace period, or

 

  (b) results in the acceleration of such Indebtedness prior to its express final maturity, and in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a) or (b) has occurred and is continuing, aggregates $25.0 million or more; provided, however, that if any such default is cured or waived or any acceleration rescinded or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond any applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default under the Indenture and any consequential acceleration of the Notes shall automatically be rescinded so long as such rescission does not conflict with any judgment or decree;

 

  (6)

one or more judgments or orders that exceed $25.0 million in the aggregate (net of any amounts covered by insurance issued by a creditworthy insurance company to the extent such insurer has not

 

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  denied coverage therefor (other than reserving its rights) or that are bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;

 

  (7) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and the Restricted Subsidiaries), would constitute a Significant Subsidiary; or

 

  (8) the Note Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and the Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and the Note Guarantee).

The foregoing will constitute Events of Default whatever the reason for any such Event of Default, and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

If an Event of Default (other than an Event of Default specified in clause (7) above with respect to the Company) shall have occurred and be continuing under the Indenture, the Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders in accordance with the Indenture shall, declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable. If an Event of Default specified in clause (7) with respect to the Company occurs, all outstanding Notes shall become due and payable without any further action or notice. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. The Holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.

The Trustee shall, within 90 days after becoming aware of the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with the covenant described under the caption “—Certain Covenants—Limitations on Mergers, Consolidations, Etc.,” the Trustee shall be protected in withholding such notice if and so long as a committee of its trust officers in good faith determines that the withholding of such notice is in the interest of the Holders.

No Holder will have any right to institute any proceeding with respect to the Indenture or the Notes or for any remedy thereunder, unless:

 

  (1) such Holder or Holders give to the Trustee written notice that an Event of Default is continuing;

 

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  (2) the Holders of at least 25% in aggregate principal amount of Notes outstanding make a written request to the Trustee to pursue the remedy;

 

  (3) such Holder or Holders offer to the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

 

  (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security of indemnity; and

 

  (5) the Holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the request during such 60 day period.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal, premium (if any), or interest on such Note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of the first paragraph of this “—Events of Default” section).

Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Indenture provides that in the event an Event of Default has occurred and is continuing, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use under the circumstances in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law, the Indenture, the Notes or any Note Guarantee, or that the Trustee determines in good faith is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

The Company shall notify the Trustee of any Default within 30 days of becoming aware of such Default. The Company is also required to deliver to the Trustee annually a statement regarding compliance with the Indenture and, if any Officer of the Company is aware of any Default, a statement specifying such Default and what action the Company is taking or proposes to take with respect thereto.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes (which we refer to as “Legal Defeasance”). Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the Notes and the Note Guarantees, and the Indenture shall cease to be of further effect as to all outstanding Notes and Note Guarantees, except as to

 

  (1) rights of Holders to receive payments in respect of the principal of, premium and interest on the Notes when such payments are due from the trust funds referred to below,

 

  (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,

 

  (3) the rights, powers, trust, duties, and immunities of the Trustee, and the Company’s obligations in connection therewith, and

 

  (4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors released with respect to most of the covenants under the Indenture, except as described otherwise in the Indenture (which we refer to as “Covenant Defeasance”), and thereafter any omission to comply with such obligations shall not constitute a Default. In the event Covenant Defeasance occurs, certain Events of Default (not including non-payment and bankruptcy, reorganization and insolvency events relating to the Company) will no longer apply. The Company may exercise its Legal Defeasance option regardless of whether it has previously exercised Covenant Defeasance.

 

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In order to exercise either Legal Defeasance or Covenant Defeasance:

 

  (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment) as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee to pay the principal of, premium and interest on the Notes on the stated date for payment or on the applicable redemption date, as the case may be, of the principal or installment of principal of, premium or interest on the Notes,

 

  (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that:

 

  (a) the Company has received from, or there has been published by the Internal Revenue Service, a ruling, or

 

  (b) since the date of the Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon this Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,

 

  (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred,

 

  (4) (x) no Default shall have occurred and be continuing on the date of such deposit or will occur as a result of such deposit (other than a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and (y) the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the Indenture and any other agreement governing Pari Passu Indebtedness to which a similar and simultaneous deposit relates) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound,

 

  (5) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others,

 

  (6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions provided for in this paragraph have been complied with, and

 

  (7) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clauses (5) or (6) above).

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes have been canceled, and rights of the Trustee) as to all outstanding Notes when

 

  (a) either:

 

  (1)

all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust

 

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  or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered to the Trustee for cancellation, or

 

  (2) all Notes not delivered to the Trustee for cancellation otherwise have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust for the Holders in an amount of money in cash in U.S. dollars or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, premium and accrued interest to the date of maturity or redemption, as the case may be) on the Notes not theretofore delivered to the Trustee for cancellation,

 

  (b) the Company has paid all sums payable by it under the Indenture,

 

  (c) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be, and

 

  (d) no Default has occurred and is continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the Indenture and any other agreement governing Pari Passu Indebtedness to which a similar and simultaneous deposit relates) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

Transfer and Exchange

A Holder will be able to register the transfer of or exchange Notes only in accordance with the provisions of the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Without the prior consent of the Company, the Registrar is not required (1) to register the transfer of or exchange any Note selected for redemption, (2) to register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or (3) to register the transfer or exchange of a Note between a record date and the next succeeding interest payment date.

The Notes are issued in registered form and the registered Holder will be treated as the owner of such Note for all purposes. See also “Transfer Restrictions.”

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the Notes and the Note Guarantees may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default under, or compliance with any provision of, the Indenture may be waived with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding.

However, without the consent of each Holder affected, the Company, the Guarantors and the Trustee may not (with regard to a non-consenting Holder):

 

  (1) change the Stated Maturity of any Note;

 

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  (2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of the Notes;

 

  (3) reduce any premium payable upon the redemption of any Note, change the date on which any Notes are subject to redemption or otherwise alter the provisions with respect to the redemption of the Notes as described above under the caption “—Optional Redemption,” (other than provisions specifying the notice periods for effecting a redemption);

 

  (4) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer or an Asset Sale Offer after such Change of Control has occurred or the obligation to make such Asset Sale Offer has arisen, respectively;

 

  (5) make any Note payable in money or currency other than that stated in the Notes;

 

  (6) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver to the Indenture or the Notes;

 

  (7) impair the rights of Holders to receive payments of principal of, premium or interest on the Notes or to institute suit for the enforcement thereof;

 

  (8) modify the Note Guarantees in any manner adverse to the Holders, or release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except a release in accordance with the terms of the Indenture;

 

  (9) waive a Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration as described above under the caption “Events of Default”); or

 

  (10) make any change in the amendment provisions which require each Holder’s consent.

Notwithstanding the foregoing, the Company, the Guarantors and the Trustee may amend the Indenture, the Note Guarantees or the Notes, without the consent of any Holder,

 

  (1) to cure any ambiguity, omission, mistake, defect or inconsistency;

 

  (2) to provide for uncertificated Notes in addition to or in place of certificated Notes provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code;

 

  (3) to provide for the assumption by a successor entity of the obligations of the Company or any Guarantor to the Holders in accordance with the covenant described under “—Limitations on Mergers, Consolidations, Etc.”;

 

  (4) to add Guarantors with respect to the Notes or to release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, in each case, in accordance with the applicable provisions of the Indenture;

 

  (5) to make any change that would provide any additional rights or benefits (including the addition of collateral for the purpose of securing the Notes or the Note Guarantees) to the Holders of Notes or that does not adversely affect in any material respect the legal rights under the Indenture, the Notes or the Note Guarantees of any such Holder;

 

  (6) to comply with applicable SEC rules and regulations or changes to applicable law;

 

  (7) to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the final offering memorandum under which the Initial Notes were offered;

 

  (8) to provide for the issuance of Additional Notes in compliance and in accordance with the limitations set forth in the Indenture;

 

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  (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor trustee or to comply with any requirements under the Trust Indenture Act;

 

  (10) to allow any Guarantor to execute a supplemental indenture or a Note Guarantee with respect to the Notes; or

 

  (11) to comply with the rules of any applicable securities depository.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor will have any liability for any obligations of the Company under the Notes or the Indenture or of any Guarantor under its Note Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees.

Concerning the Trustee

U.S. Bank National Association is the Trustee under the Indenture and has been appointed by the Company as Registrar and Paying Agent with regard to the Notes. The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain assets received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (as defined in the Indenture), it must eliminate such conflict or resign.

Governing Law

The Indenture, the Notes and the Note Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms.

“Accrual Date” means May 5, 2014.

“Acquired Indebtedness” means with respect to any Person, (1) Indebtedness of such Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) Indebtedness assumed in connection with the acquisition of an asset or assets from such Person, or (3) Indebtedness secured by a Lien encumbering any asset acquired by such Person, in each case whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such merger or acquisition. Acquired Indebtedness shall be deemed to have been incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clauses (2) and (3) of the preceding sentence, on the date of consummation of such acquisition of assets.

“Additional Assets” means any property or assets (other than Indebtedness and Equity Interests) to be used by the Company or any of the Restricted Subsidiaries in a Permitted Business.

“Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of the covenants described above under the captions “—Certain Covenants—Limitations on Asset Sales,” and “—Certain Covenants—Limitations on Transactions with Affiliates,” Affiliates shall be deemed to include, with respect to any Person,

 

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any other Person which beneficially owns or holds, directly or indirectly, 10% or more of any class of the Voting Stock of the referent Person. For purposes of this definition, “control” of a Person shall mean possession of the power, directly or indirectly, to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Asset Acquisition” means

 

  (1) an Investment by the Company or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary or shall be merged with or into the Company or any Restricted Subsidiary, or

 

  (2) the acquisition by the Company or any Restricted Subsidiary of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than an operating lease entered into in the ordinary course of business), assignment or other disposition by the Company or any Restricted Subsidiary to any Person other than the Company or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or a merger, consolidation or similar transaction) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets (including Equity Interests) of the Company or any of its Subsidiaries. For purposes of this definition, the term “Asset Sale” shall not include:

 

  (1) transfers of cash or Cash Equivalents;

 

  (2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, the covenant described under the caption “—Certain Covenants—Limitations on Mergers, Consolidations, Etc.”;

 

  (3) the making of Permitted Investments and Restricted Payments permitted under the covenant described under the caption “—Certain Covenants—Limitations on Restricted Payments” (and transfers expressly excluded from the definition of Restricted Payments by the definition thereof);

 

  (4) the creation or realization of any Permitted Lien;

 

  (5) any transaction in the ordinary course of business, including, without limitation, dedications and other donations to governmental authorities pursuant to or in connection with a development agreement, sales (directly or indirectly), leases, Sale and Leaseback Transactions and other dispositions of (A) homes, improved land and unimproved land, whether in single or multiple lots, (B) real estate (including related amenities and improvements), whether in single or multiple lots and (C) Equity Interests of a Subsidiary, the assets of which consist entirely of amenities and improvements related to real estate, such as golf courses, and real estate underlying such amenities and improvements;

 

  (6) dispositions of mortgage loans and related assets and mortgage-backed securities in the ordinary course of a mortgage lending business;

 

  (7) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $7.5 million;

 

  (8) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

 

  (9) any swap or exchange of assets, or lease, assignment or sublease of any real or personal property, in exchange for property or services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Company and the Restricted Subsidiaries as a whole, as determined in good faith by the senior management of the Company, in each case, in the ordinary course of business;

 

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  (10) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

 

  (11) the licensing of intellectual property in the ordinary course of business or in accordance with industry practice;

 

  (12) the disposition of assets or property that are obsolete or that are no longer useful in the conduct of the business of the Company and/or any Restricted Subsidiaries; and

 

  (13) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to a Restricted Subsidiary.

“Attributable Indebtedness,” when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the Company’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of any lease included in any such Sale and Leaseback Transaction; provided, however, that if such Sale and Leaseback Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligations.”

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the managing member or members or any controlling committee of managing members thereof or board of directors of such Person, as the case may be, (iii) in the case of any partnership, the board of directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of the definition of “Change of Control,” any duly authorized committee of such body.

“Borrowing Base Facility” means one or more revolving debt facilities, in each case, with banks or other institutional lenders or other credit providers that provide for committed advances calculated by reference to the value of assets of the Company and its Restricted Subsidiaries, whether or not pledged as collateral to secure borrowings thereunder.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York, New York or in the place of payment are authorized or required by law to close.

“Capitalized Lease” means an obligation required to be capitalized and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP at the time any determination thereof is to be made and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Equivalents” means:

 

  (1) marketable obligations with a maturity of one year or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof;

 

  (2)

demand and time deposits and certificates of deposit or acceptances with a maturity of one year or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $250 million and the long-term debt of which is rated

 

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  at the time of acquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Group, Inc., or Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments;

 

  (3) commercial paper maturing no more than 365 days from the date of creation thereof issued by a corporation organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-1 by Standard & Poor’s or at least P-1 by Moody’s;

 

  (4) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial bank meeting the specifications of clause (2) above; and

 

  (5) investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consolidated Amortization Expense” for any period means the amortization expense of the Company and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Cash Flow Available for Fixed Charges” for any period means, without duplication, the sum of the amounts for such period of

 

  (1) Consolidated Net Income, plus

 

  (2) in each case only to the extent deducted in determining Consolidated Net Income,

 

  (a) Consolidated Income Tax Expense to the extent actually paid with respect to such period,

 

  (b) Consolidated Amortization Expense,

 

  (c) Consolidated Depreciation Expense,

 

  (d) Consolidated Interest Incurred, and

 

  (e) all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge to the extent it represents or results in an accrual of a reserve for cash charges in any future period or amortization of a prepaid cash expense that was capitalized at the time of payment) for such period,

in each case determined on a consolidated basis in accordance with GAAP, minus

 

  (3) the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period other than accruals of revenue in the ordinary course of business.

“Consolidated Depreciation Expense” for any period means the depreciation expense of the Company and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means the ratio of Consolidated Cash Flow Available for Fixed Charges during the most recent four consecutive full fiscal quarters for which internal financial statements are available (the “Four-Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) to Consolidated Interest Incurred for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Incurred shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

 

  (1)

the incurrence of any Indebtedness, the inclusion of any Indebtedness on the balance sheet or the issuance of any preferred stock, in each case of the Company or any Restricted Subsidiary (and the

 

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  application of the proceeds thereof) and any repayment, repurchase, defeasance or other discharge or the assumption by another Person that is not a Restricted Subsidiary and with respect to which the Company and all Restricted Subsidiaries have been validly and unconditionally released by such Person (collectively, “repayment”) of other Indebtedness or redemption of other preferred stock (other than the incurrence or repayment of Indebtedness pursuant to any revolving credit arrangement unless such Indebtedness has been permanently repaid and the related commitments terminated and not replaced) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period;

 

  (2) any Asset Sale or disposition or Asset Acquisition (including any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow Available for Fixed Charges (including any directly attributable pro forma expense and cost reductions calculated on a basis consistent with GAAP; provided however that any such pro forma expense and cost reductions shall be determined in good faith by a senior financial officer of the Company) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or disposition or Asset Acquisition or other disposition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period; and

 

  (3) the Consolidated Cash Flow Available for Fixed Charges and the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP shall be excluded but only to the extent that the obligations giving rise to the Consolidated Interest Expense will not be obligations of the Company or any of the Restricted Subsidiaries following the Transaction Date.

If the Company or any Restricted Subsidiary directly or indirectly guarantees Indebtedness of a third Person (other than a Restricted Subsidiary, in the case of the Company, or the Company or another Restricted Subsidiary, in the case of a Restricted Subsidiary), the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if the Company or such Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness.

If since the beginning of the Four-Quarter Period and on or prior to the Transaction Date, any Person (A) shall have become a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary and (B) shall have incurred any Indebtedness or discharged any Indebtedness or made any asset sale or disposition or any Asset Acquisition that would have required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary during such period, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Incurred for such period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company.

In calculating Consolidated Interest Incurred for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed Charge Coverage Ratio:

 

  (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on this Indebtedness in effect on the Transaction Date;

 

  (2)

if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate,

 

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  or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and

 

  (3) notwithstanding clause (1) and (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements with a term of at least one year after the Transaction Date relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

“Consolidated Income Tax Expense” for any period means the provision for taxes of the Company and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” for any period means the sum, without duplication, of the total interest expense of the Company and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and including, without duplication,

 

  (1) interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a Capitalized Lease,

 

  (2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings,

 

  (3) the net costs associated with interest rate Hedging Obligations (including amortization of fees),

 

  (4) amortization of debt issuance costs, debt discount (including the amortization of original issue discount resulting from the issuance of Indebtedness at less than par) or premium and other financing fees and expenses; provided, however, that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense,

 

  (5) the interest portion of any deferred payment obligations that constitute Indebtedness,

 

  (6) all other non-cash interest expense; provided, however, that any non-cash interest expense or income attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instrument pursuant to GAAP shall be excluded from the calculation of Consolidated Interest Expense,

 

  (7) all dividend payments on any series of Disqualified Equity Interests of the Company or any preferred stock of any Restricted Subsidiary (other than any such Disqualified Equity Interests or any preferred stock held by the Company or a Restricted Subsidiary or paid in Qualified Equity Interests), and

 

  (8) all interest on any Indebtedness of any other Person (other than a Restricted Subsidiary, in the case of the Company, or the Company or another Restricted Subsidiary, in the case of a Restricted Subsidiary) guaranteed by the Company or any Restricted Subsidiary or secured by a Lien on assets of the Company or one of the Restricted Subsidiaries, in each case to the extent paid by the Company or a Restricted Subsidiary.

“Consolidated Interest Incurred” for any period means the sum, without duplication, of (1) Consolidated Interest Expense and (2) interest capitalized for such period (including interest capitalized with respect to discontinued operations).

“Consolidated Net Income” for any period means the net income (or loss) of the Company and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from calculations of such net income (to the extent otherwise included therein), without duplication:

 

  (1)

the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Company or any of the Restricted Subsidiaries has an ownership interest, except to the extent

 

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  that cash in an amount equal to any such income has actually been received by the Company or any of the Restricted Subsidiaries during such period or such loss has been funded with cash or assets of the Company or any Restricted Subsidiary;

 

  (2) for the purposes of calculating the Restricted Payments Basket only, the net income of any Non-Guarantor Subsidiary of such Person during such period to the extent that (but only so long as) the declaration or payment of dividends or similar distributions by such Non-Guarantor Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period;

 

  (3) for the purposes of calculating the Restricted Payments Basket only, in the case of a successor to the Company by consolidation, merger or transfer of its assets, any income (or loss) of the successor prior to such merger, consolidation or transfer of assets;

 

  (4) for the purposes of calculating the Restricted Payments Basket only, except to the extent includible in the consolidated net income of the Company pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Company or any Restricted Subsidiary;

 

  (5) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by the Company or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness or early termination of Hedging Obligations or other derivative instruments, of the Company or any Restricted Subsidiary or (b) any Asset Sale by the Company or any Restricted Subsidiary;

 

  (6) any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such extraordinary gain (or the tax effect of any such extraordinary loss), realized by the Company or any Restricted Subsidiary during such period;

 

  (7) the cumulative effect of a change in accounting principles;

 

  (8) any unrealized net gain or loss resulting in such period from Hedging Obligations or other derivative instruments;

 

  (9) any non-cash impairment charge or asset write-off (other than with respect to inventory), in each case pursuant to GAAP; and

 

  (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees.

Any return of capital with respect to an Investment that increased the Restricted Payments Basket pursuant to clause (3)(d) of the first paragraph under the caption “—Certain Covenants—Limitations on Restricted Payments” or decreased the amount of Investments outstanding pursuant to clause (18) of the definition of “Permitted Investments” shall be excluded from Consolidated Net Income for purposes of calculating the Restricted Payments Basket.

“Consolidated Tangible Assets” means, as of any date, the total amount of assets of the Company and the Restricted Subsidiaries less Intangible Assets of the Company and the Restricted Subsidiaries, in each case as shown on the consolidated balance sheet of the Company for the then most recently ended fiscal quarter for which internal financial statements are available.

“Consolidated Tangible Net Worth” means, as of any date, the stockholders’ or members’ equity of the Company and the Restricted Subsidiaries less Intangible Assets of the Company and the Restricted Subsidiaries, in each case as shown on the consolidated balance sheet of the Company for the then most recently ended fiscal quarter for which internal financial statements are available.

 

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“Credit Facilities” means one or more debt facilities (including, without limitation, our Revolving Credit Facility), commercial paper facilities or debt securities or other forms of debt financing, in each case, with banks, institutional investors or other lenders or credit providers or a trustee providing for the revolving credit loans, term loans, project loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), bankers acceptances, letters of credit or issuances of debt securities, including any related notes, guarantees, collateral documents, instruments, indentures, documents and agreements executed in connection therewith and in each case, as amended, restated, modified, renewed, extended, supplemented, restructured, refunded, replaced in any manner (whether upon or after termination or otherwise) or in part from time to time, in one or more instances and including any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder (provided that such additional Indebtedness is incurred in accordance with the covenant described under the caption “Certain Covenants—Limitations on Additional Indebtedness”), extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders), including one or more separate instruments or facilities, in each case, whether any such amendment, restatement, modification, renewal, extension, supplement, restructuring, refunding, replacement or refinancing occurs simultaneously or not with the termination or repayment of a prior Credit Facility.

“Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or any of the Restricted Subsidiaries in connection with an Asset Sale that is designated as “Designated Non-cash Consideration” pursuant to an Officers’ Certificate, setting forth the basis of such valuation.

“Designation” has the meaning given to this term in the covenant described under the caption “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries”; and “Designate” and “Designated” shall have correlative meanings.

“Designation Amount” has the meaning given to this term in the covenant described under the caption “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.”

“Directly Related Assets” means, with respect to any particular property, assets directly related thereto or derived therefrom, such as proceeds (including insurance proceeds), products, rents, and profits thereof and improvements and accessions thereto.

“Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by their terms, or by the terms of any related agreement or of any security into which they are convertible, puttable or exchangeable, are, or upon the happening of any event or the passage of time would be, (i) required to be redeemed by such Person, whether or not at the option of the holder thereof, (ii) convertible into or exchangeable for Indebtedness or Disqualified Equity Interests (excluding Equity Interests which are convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary (it being understood that upon such conversion or exchange it shall be an incurrence of such Indebtedness or Disqualified Stock)); or (iii) mature or are mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each case, on or prior to the date which is the earlier of 91 days after the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that are not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity

 

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Interests that are not Disqualified Equity Interests; provided further, however, that any Equity Interests that would constitute Disqualified Equity Interests solely because of provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Company to redeem such Equity Interests upon the occurrence of a Change of Control or Asset Sale (each defined in a substantially identical manner to the corresponding definitions in the Indenture) shall not constitute Disqualified Equity Interests if the terms of such Equity Interests (and all such securities into which it is convertible or exchangeable or for which it is redeemable) provide that the Company or the Restricted Subsidiaries, as applicable, are not required to repurchase or redeem any such Equity Interests (and all such securities into which it is convertible or exchangeable or for which it is redeemable) pursuant to such provision prior to compliance by the Company with the provisions of the Indenture described above under the captions “—Change of Control” and “—Certain Covenants—Limitations on Asset Sales” and such repurchase or redemption complies with the provisions of the Indenture described above under the caption “—Certain Covenants—Limitations on Restricted Payments.”

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person but excluding any debt securities convertible or exchangeable into such equity.

“Equity Offering” means a public or private equity offering or sale after the Accrual Date of Qualified Equity Interests by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the debt securities of the Company to be issued pursuant to the Indenture in exchange for, and in an aggregate principal amount not to exceed, the aggregate principal amount of the Notes to be exchanged, in compliance with the terms of the applicable Registration Rights Agreement, which debt securities will have terms substantially identical in all material respects to the Notes to be exchanged (except that such debt securities will not contain terms with respect to transfer restrictions).

“Fair Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability as is determined in good faith by an officer of the Company; provided that such determination of Fair Market Value shall be made in good faith by the Board of Directors of the Company or a duly authorized committee thereof, as evidenced by a resolution of such Board or committee, if such Fair Market Value would exceed $25.0 million.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect from time to time. Unless otherwise specified, all ratios and computations, contained in the Indenture will be computed in conformity with GAAP, except that in the event the Company is acquired in a transaction that is accounted for using purchase accounting, the effects of the application of purchase accounting shall be disregarded in the calculation of such ratios and other computations contained in the Indenture.

“Guarantee” or “guarantee” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the

 

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ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). “Guarantee” or “guarantee” when used as a verb, and “guaranteed” have correlative meanings.

“Guarantors” means each Person that executes a Note Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns, in each case, until such Person is released from its Note Guarantee in accordance with the provisions of the Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in or manage exposure to interest rates, (2) agreements or arrangements designed to protect such Person against fluctuations in or manage exposure to foreign currency exchange rates in the conduct of its operations, or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in or manage exposure to commodity prices, in each case entered into for bona fide hedging purposes and not for the purpose of speculation.

“Holder” means any registered holder, from time to time, of the Notes.

“Housing Unit” means a detached or attached home (including a townhouse or condominium) owned by the Company or a Subsidiary of the Company (i) which is completed or for which there has been a start of construction and (ii) which has been or is being constructed on any real estate which immediately prior to the start of construction constituted a Lot.

“Immaterial Subsidiary” means, at any date of determination, any Restricted Subsidiary whose total assets at the last day of the most recently ended fiscal quarter ending prior to such date for which internal financial statements are available were less than $10.0 million, determined in accordance with GAAP.

“incur” means, with respect to any Indebtedness or obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary or at the time such Person merged with or into the Company or a Restricted Subsidiary shall be deemed to have been incurred at such time and (2) neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Indebtedness.

“Indebtedness” of any Person at any date means, without duplication:

 

  (1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);

 

  (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

 

  (3) all obligations of such Person in respect of letters of credit, letters of guarantee, bankers’ acceptances or other similar instruments (or reimbursement obligations with respect thereto);

 

  (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services due more than 365 days after such property is acquired or such services are completed, except (a) trade payables and accrued expenses incurred by such Person in the ordinary course of business in connection with obtaining goods, materials or services and (b) any earn-out or similar obligation until the amount of such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

 

  (5)

the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the principal component or liquidation preference of all

 

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  obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Equity Interests or, with respect to any Restricted Subsidiary, any preferred stock (but excluding, in each case, any accrued dividends);

 

  (6) all Capitalized Lease Obligations of such Person;

 

  (7) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

 

  (8) all Indebtedness of other Persons guaranteed by such Person to the extent of such guarantee (whether or not such items would appear on the balance sheet of such Person in accordance with GAAP); provided that Indebtedness of the Company or its Subsidiaries that is guaranteed by the Company or its Subsidiaries shall be counted only once in the calculation of the amount of Indebtedness of the Company and its Subsidiaries on a consolidated basis;

 

  (9) all Attributable Indebtedness; and

 

  (10) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net termination values of such agreements or arrangements giving rise to such obligations that would be payable by such Person at such time).

Notwithstanding the foregoing, the following shall not be considered Indebtedness:

 

  (a) accrued expenses, trade payables, customer deposits or deferred income taxes arising in the ordinary course of business;

 

  (b) completion guarantees entered into in the ordinary course of business;

 

  (c) obligations in respect of district improvement bonds pertaining to roads, sewers and other infrastructure; and

 

  (d) Indebtedness that has been discharged or defeased in accordance with its governing documents.

Except as provided in this paragraph, the amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of other Persons on the date that the Lien attaches and (b) the amount of the Indebtedness secured. The outstanding balance at any date of all unconditional obligations of an instrument having a principal amount shall be the outstanding principal amount thereof. The amount outstanding as of any date of any Indebtedness issued with original issue discount shall be the accreted value thereof. Except to the extent provided in the preceding sentence, the amount of any Indebtedness that is convertible into or exchangeable for Equity Interests of the Company outstanding as of any date shall be deemed to be equal to the principal and premium, if any, in respect of such Indebtedness, notwithstanding the provisions of GAAP (including Accounting Standards Codification Topic 470-20, Debt-Debt with Conversion and Other Options). For purposes of clause (5), the “maximum mandatory redemption or repurchase price” of any Disqualified Equity Interests or preferred stock that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interest or preferred stock as if such Disqualified Equity Interests or preferred stock were redeemed on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to the Indenture.

“Indebtedness to Tangible Net Worth Ratio” means, with respect to any determination date, the ratio of (i) total consolidated Indebtedness of the Company and the Restricted Subsidiaries to (ii) the Consolidated Tangible Net Worth of the Company, in each case, as of the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available immediately preceding the date of the transaction giving rise to the need to calculate the Indebtedness to Tangible Net Worth Ratio. The Indebtedness to Tangible Net Worth Ratio shall be calculated on a pro forma basis consistent with the pro forma adjustments set forth in the definition of Consolidated Fixed Charge Coverage Ratio.

 

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“Independent Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Company’s Board of Directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Company and its Affiliates; provided, however, that the prior rendering of service to the Company or an Affiliate of the Company shall not, by itself, disqualify the advisor.

“Initial Issue Date” means May 12, 2017.

“Intangible Assets” means, with respect to any Person, all goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and all other items which would be treated as intangibles on the consolidated balance sheet of such Person prepared in accordance with GAAP.

“Investments” of any Person means, without duplication:

 

  (1) all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;

 

  (2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person;

 

  (3) all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP; and

 

  (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of any Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with the covenant described under the caption “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.” Notwithstanding the foregoing, redemptions of Equity Interests of the Company shall be deemed not to be Investments.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, lease, easement, restriction, covenant, charge, security interest, priority or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell or give a security interest in, and any filing of, or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases).

“Lots” means all land owned by the Company or a Subsidiary of the Company which is zoned by the applicable governmental authority having jurisdiction for construction and use as Housing Units.

“Model Home Unit” means a completed Housing Unit to be used as a model home in connection with the sale of Housing Units in a residential housing project.

“Mortgage Subsidiary” means any Restricted Subsidiary engaged primarily in the mortgage originations and lending business.

“Net Available Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities or other assets received as consideration, but only as and when received, but excluding any other consideration

 

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received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Sale or received in any other non-cash form), net of

 

  (1) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel, accountants and investment banks) of such Asset Sale;

 

  (2) provisions for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);

 

  (3) amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon in accordance with the terms thereof;

 

  (4) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold; and

 

  (5) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds.

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

“Non-Recourse Indebtedness” with respect to any Person means Indebtedness of such Person for which (1) the sole legal recourse for collection of principal and interest on such Indebtedness is against the specific property identified in the instruments evidencing or securing such Indebtedness and such property was acquired, developed or improved with the proceeds of such Indebtedness or such Indebtedness was incurred within 365 days after the acquisition, development or improvement of such property and (2) no other assets of such Person may be realized upon in collection of principal or interest on such Indebtedness. Indebtedness that is otherwise Non-Recourse Indebtedness will not lose its character as Non-Recourse Indebtedness because there is recourse for (a) environmental warranties or indemnities, (b) indemnities for and liabilities arising from fraud, misrepresentation, misapplication or non-payment of rents, profits, insurance and condemnation proceeds and other sums actually received by the obligor from secured assets to be paid to the lender, waste and mechanics liens or (c) similar customary “bad-boy” guarantees.

“Note Guarantee” means, individually, any guarantee of payment of the Notes and the Company’s other obligations under the Indenture by a Guarantor pursuant to the terms of the Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees.

“Officer” of any Person means any of the following of such Person: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

“Officers’ Certificate” of any Person means a certificate signed by two Officers of such Person.

“PAPA” means an arrangement between the Company or any Restricted Subsidiary and any other Person (other than an Affiliate of the Company) entered into in connection with the acquisition of real estate by the Company or a Restricted Subsidiary from such Person, that provides for one or more future payments to such Person or any of its Affiliates, the amount of which is calculated by reference to the sales price of such real estate upon a disposition by the Company or a Restricted Subsidiary of such real estate (or parts thereof).

“Pari Passu Indebtedness” means any Indebtedness of the Company or any Guarantor that ranks equally in right of payment with the Notes or the Note Guarantee of such Guarantor, as applicable (without giving effect to collateral arrangements).

 

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“Permitted Business” means (i) any business engaged in by the Company or any of the Restricted Subsidiaries on the Initial Issue Date, (ii) any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, or necessary to, the business described in clauses (i) or (iii) of this definition, and (iii) any business in the homebuilding, real estate development, commercial real estate development or management, brokerage and the sale, rental or management of homes and other real estate, mortgage lending or servicing, title or title-related services, homeowners’ insurance or community planning industries, or (iv) any other business which is not otherwise material to the business of the Company and its Restricted Subsidiaries, taken as a whole.

“Permitted Holders” means (i) Messrs. Dale Francescon and Robert J. Francescon; (ii) any spouse, civil partner or relative (or the spouse or civil partner of such relative) of either Person specified in clause (i) of this definition; (iii) any Person directly or indirectly controlled by, or any trust for the benefit of, any Person specified in clauses (i) and (ii) of this definition; (iv) the estate, executors, administrators or similar Persons for any Person specified in clauses (i), (ii) or (iii) of this definition; (v) any Person or any of the Persons who were a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) whose ownership of assets or Voting Stock has triggered a Change of Control in respect of which a Change of Control Offer has been made and all Notes that were tendered therein have been accepted and paid; and (vi) any corporation, limited liability company or other entity more than 50% of the voting and economic rights of the equity interests of which are held, directly or indirectly, by any one or more of the foregoing Persons.

“Permitted Investment” means:

 

  (1) Investments by the Company or any Restricted Subsidiary in any Restricted Subsidiary;

 

  (2) Investments by the Company or any of the Restricted Subsidiaries in a Person that is engaged in a business permitted under the covenant described above under the caption “—Conduct of Business” if as a result of or immediately following such Investment:

 

  (a) such Person becomes a Restricted Subsidiary; or

 

  (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held or committed to by such Person at the time of such acquisition, merger, consolidation or transfer; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; and any extension, modification or renewal of any such Investment, but only to the extent such extension, modification or renewal does not involve additional advances, contributions or other Investments of cash or other assets, or other increases thereof (other than as a result of the appreciation, accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the date such Person was acquired);

 

  (3) Investments in the Company by any Restricted Subsidiary;

 

  (4) loans and advances to directors, employees and officers of the Company and the Restricted Subsidiaries in the ordinary course of business not in excess of $2.0 million with respect to all loans or advances outstanding at any time (without giving effect to the forgiveness of any such loan);

 

  (5) Hedging Obligations incurred pursuant to clause (4) of the second paragraph under the covenant described under the caption “—Certain Covenants—Limitations on Additional Indebtedness”;

 

  (6) cash or Cash Equivalents;

 

  (7) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

 

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  (8) Investments received (i) in compromise, settlement or resolution of obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement, including foreclosure, perfection or enforcement of any Lien, upon the bankruptcy or insolvency of such trade creditors or customers, (ii) in compromise, settlement or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates or (iii) as a result of a foreclosure by the Company or any Restricted Subsidiary of any Lien;

 

  (9) Investments made by the Company or any Restricted Subsidiary as a result of non-cash consideration received in connection with an Asset Sale made in compliance with the covenant described under the caption “—Certain Covenants—Limitations on Asset Sales”;

 

  (10) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation performance and other similar deposits in the ordinary course of business;

 

  (11) Investments in existence or committed to on the Initial Issue Date and any extension, modification or renewal of such Investments, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof to which the Company or any Subsidiary was not bound on the Initial Issue Date (other than as a result of the appreciation, accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Initial Issue Date);

 

  (12) Guarantees issued in accordance with the covenant described under the caption “—Certain Covenants—Limitations on Additional Indebtedness;”

 

  (13) obligations (but not payments thereon) with respect to homeowners association obligations, community facility district bonds, metro district bonds, mello-roos bonds and subdivision improvement bonds and similar bonding requirements arising in the ordinary course of business of a homebuilder;

 

  (14) guarantee obligations, including completion guarantee or indemnification obligations (other than for the payment of borrowed money), entered into in the ordinary course of business and incurred for the benefit of any adjoining landowner, lender, seller of real property or municipal government authority (or enterprises thereof) in connection with the acquisition, construction, subdivision, entitlement and development of real property;

 

  (15) Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the joint venture arrangements and similar binding arrangements in the ordinary course of business;

 

  (16) extensions of trade credit, asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

 

  (17) Investments by the Company or any Restricted Subsidiary in Unrestricted Subsidiaries engaged in a Permitted Business at any one time outstanding not to exceed the greater of (a) $15.0 million and (b) 3.625% of Consolidated Tangible Assets determined at the time of such Investment (with each Investment being valued as of the date made and without regard to subsequent changes in value);

 

  (18) other Investments in an aggregate amount at any one time outstanding not to exceed the greater of (a) $40.0 million and (b) 7.125% of Consolidated Tangible Assets determined at the time of such Investment (with each Investment being valued as of the date made and without regard to subsequent changes in value);

 

  (19) lease, utility, marketing and business development and other similar deposits made in the ordinary course of business;

 

  (20) any Investment (other than any Investment made in accordance with clause (2) of this definition) to the extent made in exchange for the issuance of Qualified Equity Interests of the Company; and

 

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  (21) any Investments made by a Mortgage Subsidiary in the ordinary course of its business related to mortgage origination and other lending.

The amount of Investments outstanding at any time pursuant to clauses (17) and (18) above shall be deemed to be reduced:

 

  (a) upon the disposition or repayment of or return on any Investment made pursuant to clauses (17) and (18) above, by an amount equal to the return of capital with respect to such Investment to the Company or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and

 

  (b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Company’s proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clauses (17) or (18) above.

“Permitted Liens” means the following types of Liens:

 

  (1) Liens securing Permitted Indebtedness incurred pursuant to and outstanding under clause (1) of the second paragraph under the caption “—Certain Covenants—Limitations on Additional Indebtedness” not to exceed $150.0 million in aggregate principal amount at any time outstanding;

 

  (2) (a) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, construction contractors, repairmen and other Liens imposed by law incurred in the ordinary course of business and (b) Liens for taxes, assessments or governmental or quasi-governmental charges or claims, in either case, for sums not yet delinquent or being contested in good faith by appropriate proceedings, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

 

  (3) Liens incurred or deposits and pledges made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, public or statutory obligations, surety, stay, customs and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds, development obligations, progress payments, utility services, developer’s or other obligations to make on-site or off-site improvements and other similar obligations (including those to secure health, safety and environmental obligations) (exclusive of obligations for the payment of borrowed money);

 

  (4) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or other goods; provided, however, that such bankers’ acceptances do not constitute Indebtedness;

 

  (5) Liens securing reimbursement obligations with respect to commercial letters of credit issued pursuant to the request of and for the due account of such Person in the ordinary course of its business which encumber documents, goods covered thereby and other assets relating to such letters of credit and products and proceeds thereof;

 

  (6) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any Restricted Subsidiary, including rights of offset and setoff;

 

  (7)

bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Company or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash

 

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  management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that (a) such account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or such Restricted Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board, (b) such account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution and (c) in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

 

  (8) leases or subleases, licenses or sublicenses, (or any Liens related thereto) granted to others that do not materially interfere with the ordinary course of business of the Company or any Restricted Subsidiary;

 

  (9) Liens arising from filing Uniform Commercial Code financing statements regarding operating leases entered into by the Company and the Restricted Subsidiaries in the ordinary course of business;

 

  (10) Liens securing all of the Notes and Liens securing any Note Guarantee with respect to all of the Notes;

 

  (11) Liens in favor of the Trustee under and as permitted by the Indenture and similar Liens in favor of other trustees, agents and representatives;

 

  (12) Liens existing on the Initial Issue Date securing Indebtedness outstanding on the Initial Issue Date (other than Liens permitted under clause (1)), plus renewals and extensions of such Liens secured by the same or similar property (without increase in the amount, or change in any direct or contingent obligor, of the Indebtedness or other obligations secured thereby);

 

  (13) Liens in favor of the Company or any Restricted Subsidiary;

 

  (14) Liens securing Non-Recourse Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the Indenture; provided, that such Liens apply only to (a) the property financed out of the net proceeds of such Non-Recourse Indebtedness within 270 days after the incurrence of such Non-Recourse Indebtedness and (b) Directly Related Assets;

 

  (15) Liens securing Purchase Money Indebtedness and Refinancing Indebtedness in respect thereof permitted to be incurred by clause (7) of the second paragraph of the covenant described under the caption “—Certain Covenants—Limitations on Additional Indebtedness,” provided that such Liens apply only to (a) the asset acquired, installed, designed, constructed or improved with the proceeds of such Purchase Money Indebtedness and, except with respect to Refinancing Indebtedness, within 270 days after the incurrence of such Purchase Money Indebtedness and (b) Directly Related Assets;

 

  (16) Liens securing Acquired Indebtedness permitted to be incurred under the Indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than Directly Related Assets); provided, however that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;

 

  (17) Liens on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); provided, that such Liens may not extend to any other assets owned by the Company or any Restricted Subsidiary;

 

  (18) Liens to secure Attributable Indebtedness permitted to be incurred under the Indenture; provided that any such Lien shall not extend to or cover any assets of the Company or any Restricted Subsidiary other than (a) the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred and (b) Directly Related Assets;

 

  (19)

Liens deemed to exist by reason of (i) any encumbrance or restriction (including put and call arrangements) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement or (ii) any encumbrance or restriction imposed under any

 

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  contract for the sale by the Company or any Subsidiary of the Company of the Equity Interests of any Subsidiary of the Company, or any business unit or division of the Company or any Restricted Subsidiary permitted by the Indenture; provided that in each case such Liens shall extend only to the relevant Equity Interests;

 

  (20) Liens to secure Indebtedness which is incurred in compliance with the covenant described above under the caption “—Certain Covenants—Limitations on Additional Indebtedness” and that refinances, refunds, replaces, amends, extends or modifies, as a whole or in part, any Indebtedness that was previously so secured pursuant to clauses (10), (12), (16), (17), (18) and (20) of this definition; provided that in each case (i) such Liens do not extend to any additional assets than those that secured the Indebtedness being refinanced, refunded, replaced, amended, extended, or modified (other than Directly Related Assets) and (ii) the Indebtedness secured by the new Lien is not increased to an amount greater than the sum of (x) the outstanding principal amount, or, if greater, the committed amount, of the Indebtedness being refinanced, refunded, replaced, amended, extended or modified, plus accrued and unpaid interest thereon and (y) the amount of any premium paid (including tender premiums), and the amount or expenses incurred by the Company or a Restricted Subsidiary in connection with such refunding, refinancing, replacement, amendment, extension or modification;

 

  (21) attachment or judgment Liens not giving rise to a Default and which are adequately bonded and being contested in good faith by appropriate proceedings;

 

  (22) survey exceptions, easements, rights-of-way, dedications, covenants, conditions, restrictions, reservations, assessment district and other similar charges or encumbrances not materially interfering with the ordinary course of business of the Company and its Subsidiaries;

 

  (23) zoning restrictions, easements, licenses, reservations, encroachments, protrusion permits, servitudes, covenants, conditions, waivers, restrictions on the use of real property or minor irregularities in title thereto (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances recorded against the fee estate, with or without consent of the lessee), which do not materially impair the use of such real property in the ordinary course of business of the Company and its Subsidiaries or the value of such real property for the purpose of such business;

 

  (24) Liens on Equity Interests in an Unrestricted Subsidiary to the extent that such Liens secure Indebtedness of such Unrestricted Subsidiary;

 

  (25) Liens for homeowner, condominium and similar association fees and assessments and other payments;

 

  (26) Licenses of intellectual property granted in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Company or any Restricted Subsidiary;

 

  (27) pledges, deposits and other Liens existing under, or required to be made in connection with, (i) earnest money obligations, escrows or similar purpose undertakings or indemnifications in connection with any option agreements or purchase and sale agreement, (ii) development agreements or other contracts entered into with governmental authorities (or an entity sponsored by a governmental authority), in connection with the entitlement of real property or (iii) agreements for the funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, mello-roos bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder;

 

  (28) Liens securing Hedging Obligations and Cash Management Obligations;

 

  (29) Liens on Model Home Units and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds and products therefrom;

 

  (30) rights of purchasers and borrowers with respect to security deposits, escrow funds and other amounts held by the Company or any Restricted Subsidiary;

 

  (31) any interest or title of a lessor under a Capitalized Lease Obligation or an operating lease;

 

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  (32) Liens securing Indebtedness; provided that the principal amount of such Indebtedness secured pursuant to this clause (32) together with all other Indebtedness then outstanding and incurred under this clause (32) does not exceed the greater of $40.0 million and 4.0% of Consolidated Tangible Assets at the time of incurrence;

 

  (33) Liens securing obligations of the Company or any Restricted Subsidiary to any third party in connection with PAPAs, provided that such Liens do not at any time encumber any property, other than the property (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds and products therefrom) acquired in connection with such PAPA and the proceeds and products thereof; and

 

  (34) any right of first refusal, right of first offer, option, contract or other agreement to sell an asset; provided such sale is not otherwise prohibited under the Indenture.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to creditors and holders of Equity Interests of such Person.

“principal” means, with respect to the Notes, the principal of, and premium, if any, on the Notes.

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of the Company or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the Company or any Restricted Subsidiary or the cost of installation, design, construction or improvement thereof; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost (including financing costs), (2) such Indebtedness shall not be secured by any asset other than the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property to which such asset is attached and Directly Related Assets, and (3) such Indebtedness shall be incurred within 365 days after such acquisition of such asset by the Company or such Restricted Subsidiary or such installation, design, construction or improvement.

“Qualified Equity Interests” means Equity Interests of such Person other than Disqualified Equity Interests; provided, however, that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of any Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person and not repaid or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without limitation, in respect of any employee stock ownership or benefit plan) and not repaid. Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Company.

“Rating Agency” means each of Standard & Poor’s Ratings Group, Inc. and Moody’s Investors Service, Inc. or, if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both, as the case may be.

“redeem” means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a correlative meaning.

 

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“Redesignation” has the meaning given to such term in the covenant described under the caption—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.”

“Refinancing Indebtedness” means Indebtedness of the Company or a Restricted Subsidiary issued in exchange for, or the proceeds from the issuance and sale or disbursement of which are used to refund, replace, repurchase, renew, extend, redeem or refinance in whole or in part, any Indebtedness of the Company or any Restricted Subsidiary existing on the Initial Issue Date or incurred in compliance with the Indenture (the “Refinanced Indebtedness”) in a principal amount (or if issued with original issue discount, an issue price) not in excess of the principal amount of the Refinanced Indebtedness (plus, in each case, the amount of any premium paid (including tender premiums), accrued and unpaid interest and the amount of expenses incurred by the Company or any Restricted Subsidiary in connection with such repayment or amendment); provided that:

 

  (1) if the Refinanced Indebtedness was subordinated in right of payment to the Notes or the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is expressly subordinated in right of payment to the Notes or the Note Guarantees, as the case may be, at least to the same extent as the Refinanced Indebtedness and if the Refinanced Indebtedness was pari passu with the Notes or the Note Guarantees, as the case may be, then the Refinancing Indebtedness ranks pari passu with, or is expressly subordinated in right of payment to, the Notes or the Note Guarantees, as the case may be;

 

  (2) the Refinancing Indebtedness has a Stated Maturity that is not earlier than the earlier of (a) the Stated Maturity of the Refinanced Indebtedness being repaid or amended or (b) the date that is 91 days after the Stated Maturity of the Notes;

 

  (3) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the Stated Maturity of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the Stated Maturity of the Notes; and

 

  (4) Refinancing Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of the Company or a Guarantor.

“Registration Rights Agreement” means (i) with respect to the Initial Notes, the registration rights agreement, dated as of the Initial Issue Date, among the Company, the Guarantors, and the representative of the initial purchasers of the Initial Notes, as the same may be amended, supplemented or modified from time to time, and (ii) with respect to any Additional Notes issued after the issue date of the Exchange Notes pursuant to an exemption from registration under the Securities Act, the registration rights agreement among the Company and the initial purchasers of such Additional Notes, as the same may be amended, supplemented or modified from time to time.

“Restricted Payment” means any of the following:

 

  (1) the declaration or payment of any dividend or any other distribution (whether made in cash, securities or other property) on Equity Interests of the Company or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of the Company or any Restricted Subsidiary, including any payment in connection with any merger or consolidation involving the Company, but excluding (a) dividends or distributions payable solely in Qualified Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Company or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;

 

  (2) the redemption, purchase, retirement, defeasance or other acquisition for value of any Equity Interests of the Company, including any payment in connection with any merger or consolidation involving the Company, but excluding any such Equity Interests held by the Company or any Restricted Subsidiary;

 

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  (3) any Investment other than a Permitted Investment; or

 

  (4) any payment on or with respect to, or purchase, repurchase, defeasance, redemption or other acquisition or retirement for value of, any Subordinated Indebtedness of the Company or any Guarantor (excluding any intercompany Indebtedness between or among the Company and any Guarantor), except (i) a payment of interest or principal at or after the stated date for payment thereof or (ii) the purchase, repurchase, defeasance, redemption or other acquisition or retirement of any such Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or payment at the stated date for payment thereof, in each case due within one year of the date of purchase, repurchase, defeasance, redemption or other acquisition or retirement.

“Restricted Payments Basket” has the meaning given to such term in the first paragraph of the covenant described under the caption “—Certain Covenants—Limitations on Restricted Payments.”

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Revolving Credit Facility” means the revolving line of credit provided under the Credit Agreement, dated as of October 21, 2014, among the Company, the lenders from time to time party thereto, and Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, it may be amended and/or supplemented from time to time.

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset.

“SEC” means the U.S. Securities and Exchange Commission.

“Secretary’s Certificate” means a certificate signed by the Secretary of the Company.

“Securities Act” means the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Rule 1-02 under Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Initial Issue Date.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or the Note Guarantees, respectively, by written agreement to that effect.

“Subsidiary” means, with respect to any specified Person:

 

  (1) any corporation, association or other business entity (other than a partnership) of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

 

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  (2) any partnership (a) the sole general partner or the sole managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Unrestricted Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in accordance with the covenant described above under the caption “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries” and (2) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means direct non-callable obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Voting Stock” with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (normally and without regard to any contingency) to vote in the election of members of the Board of Directors of such Person.

“Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Company or through one or more Wholly-Owned Restricted Subsidiaries.

 

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CERTAIN MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain material United States federal income tax considerations relevant to the exchange of the Initial Notes for Exchange Notes pursuant to the Exchange Offer, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Code, United States Treasury regulations issued thereunder, Internal Revenue Service (which we refer to as the “IRS”) rulings and pronouncements, and judicial decisions, all as of the date hereof and all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the Notes. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion, and there can be no assurance that the IRS will agree with such statements and conclusions.

This discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, including, without limitation:

 

  •   banks, insurance companies and other financial institutions;

 

  •   United States expatriates and certain former citizens or long-term residents of the United States;

 

  •   holders subject to the alternative minimum tax;

 

  •   dealers in securities;

 

  •   traders in securities;

 

  •   partnerships, S corporations or other pass-through entities;

 

  •   real estate investment trusts or regulated investment companies;

 

  •   U.S. persons (as defined in the Code) whose functional currency is not the U.S. dollar;

 

  •   tax-exempt organizations;

 

  •   persons holding the Notes as part of a “straddle,” “conversion transaction” or other risk reduction transaction; and

 

  •   persons deemed to sell the Notes under the constructive sale provisions of the Code.

HOLDERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS, AND ANY TAX TREATIES.

Exchange Pursuant to the Exchange Offer

The exchange of the Initial Notes for the Exchange Notes in the Exchange Offer will not be treated as an “exchange” for U.S. federal income tax purposes because the Exchange Notes will not be considered to differ materially in kind or extent from the Initial Notes. Accordingly, the exchange of Initial Notes for Exchange Notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the Exchange Notes will have the same tax attributes as the Initial Notes exchanged therefor and the same tax consequences to holders as the Exchange Notes have to holders, including, without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

 

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PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of (i) 180 days from the date on which the registration statement of which this prospectus forms a part is declared effective by the SEC, and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. In addition, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the consummation of the Exchange Offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders) other than commissions or concessions of any brokers or dealers and will indemnify the holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

 

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LEGAL MATTERS

The validity of the Exchange Notes offered hereby and certain other legal matters in connection with the Exchange Offer will be passed upon for us by Greenberg Traurig, LLP, Los Angeles, California.

EXPERTS

The consolidated financial statements of Century Communities, Inc. appearing in our Annual Report (Form 10-K) for the year ended December 31, 2016 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated by reference into this prospectus. Such consolidated financial statements are incorporated by reference into this prospectus in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements incorporated in this prospectus by reference from UCP, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and the effectiveness of UCP Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

 

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the Exchange Offer and the Exchange Notes and the related guarantees. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us, the Exchange Offer and the Exchange Notes, we refer you to the registration statement and the accompanying exhibits. With respect to statements in this prospectus about the contents of any contract, agreement or other document, we refer you to the copy of such contract, agreement or other document filed or incorporated by reference as an exhibit to the registration statement, and each such statement is qualified in all respects by reference to the document to which it refers.

We are subject to the information and periodic reporting requirements of the Exchange Act, and we file periodic reports, proxy statements and other information with the SEC. A copy of the registration statement and the accompanying exhibits and any other document we file with the SEC may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. Further information on the operation of the public reference facilities in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. In addition, our filings with the SEC are available to the public on the SEC’s website at www.sec.gov.

We maintain a website at www.centurycommunities.com. You may access our periodic reports, proxy statements and other information that we file with, or furnish to, the SEC free of charge at this website as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website, however, is not incorporated by reference into, and is not and should not be deemed to be a part of, this prospectus.

 

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INFORMATION INCORPORATED BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information that we file with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”) will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement. The following have been filed with the SEC and are incorporated by reference into this prospectus:

 

  •   our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 15, 2017, including portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2017 to the extent specifically incorporated by reference therein;

 

  •   our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2017 filed with the SEC on May 5, 2017, and for the quarterly period ended June 30, 2017 filed with the SEC on August 3, 2017;

 

  •   our Current Reports on Form 8-K filed with the SEC on January 23, 2017, January 26, 2017, March 2, 2017, April 11, 2017, April 13, 2017, May 8, 2017, May 9, 2017, May 12, 2017, August 9, 2017, August 10, 2017, and October 20, 2017;

 

  •   the audited consolidated financial statements of UCP, Inc. as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016, the notes related thereto, and management’s report on internal control over financial reporting as of December 31, 2016 (incorporated by reference to UCP, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 3, 2017); and

 

  •   the unaudited condensed consolidated financial statements of UCP, Inc. as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 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 June 30, 2017, filed with the SEC on August 3, 2017).

Any documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of filing of the registration statement and prior to the effectiveness of the registration statement, and any documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the Exchange Offer to which this prospectus relates, will automatically be deemed to be incorporated by reference into, and to be part of, this prospectus from the date of filing those documents. Any statement contained in this prospectus or in a document incorporated by reference shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus or in any other document which is also incorporated by reference modifies or supersedes that statement. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon such person’s written or oral request, a copy of any of the information incorporated by reference into this prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates). Requests should be directed to:

Century Communities, Inc.

Attention: Corporate Secretary

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

 

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$400,000,000

 

 

LOGO

CENTURY COMMUNITIES, INC.

Offer to Exchange

5.875% Senior Notes due 2025 and Related Guarantees

for

5.875% Senior Notes due 2025 and Related Guarantees

 

 

PROSPECTUS

 

 

 

 

 

                    , 2017

 

 

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 20. Indemnification of Directors and Officers.

Delaware Corporate Registrants

General Corporation Law of the State of Delaware. Under Section 145 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit. The Company’s certificate of incorporation (which we refer to as the Company’s “charter”) provides for such limitation of liability.

Charter and Bylaws of Century Communities, Inc. Each of Article EIGHTH of the Company’s charter, and Article VI of the Company’s bylaws (which we refer to as the Company’s “bylaws”), provides that the Company shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person (which we refer to as a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (which we refer to as a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership,

 

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limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the foregoing, subject to certain exceptions, the Company will be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Company’s board of directors. The Company may, by action of the Company’s board of directors, provide indemnification to such employees and agents of the Company to such extent and to such effect as the Company’s board of directors shall determine to be appropriate and authorized by Delaware law.

Indemnification Agreements of Century Communities, Inc. In addition to the provisions of the Company’s charter and bylaws described above, the Company has entered into an indemnification agreement with each of its officers and directors. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Insurance of Century Communities, Inc. The Company maintains standard policies of insurance that provide coverage (i) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (ii) to it with respect to indemnification payments that the Company may make to such directors and officers.

Charter and Bylaws of Casa Acquisition Corp. Article EIGHTH of the Certificate of Incorporation of Casa Acquisition Corp. provides that a director of Casa Acquisition Corp. shall not be liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Article VI of the Bylaws of Casa Acquisition Corp. provides that Casa Acquisition Corp. shall indemnify and hold harmless, to the fullest extent permitted by applicable law, any person (which we refer to as a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (which we refer to as a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of Casa Acquisition Corp. or, while a director or officer of Casa Acquisition Corp., is or was serving at the request of Casa Acquisition Corp. as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the foregoing, subject to certain exceptions, Casa Acquisition Corp. will be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by Casa Acquisition Corp.’s board of directors. Casa Acquisition Corp. will, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding will be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified by Casa Acquisition Corp. or otherwise. Article VI of the Bylaws of Casa Acquisition Corp. expressly provides that Article VI of the Bylaws shall not limit the right of Casa Acquisition Corp., to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

Delaware Limited Liability Company Registrants

Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

 

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None of the Certificates of Formation of Benchmark Builders North Carolina, LLC, Benchmark Communities, LLC, Benchmark Madera I, LLC, BMC Carnation, LLC, BMC Cornerstone II Ripon, LLC, BMC East Garrison, LLC, BMC EG Bluffs, LLC, BMC EG Bungalow, LLC, BMC EG Courtyards, LLC, BMC EG Garden, LLC, BMC EG Grove, LLC, BMC EG Towns, LLC, BMC EG Village, LLC, BMC Heights, LLC, BMC Meadowood II, LLC, BMC Pine Ridge, LLC, BMC Promise Way, LLC, BMC Rancho Etiwanda, LLC, BMC Red Hawk, LLC, BMC Rosemead, LLC, BMC Sagewood, LLC, BMC Sagewood 40s, LLC, BMC Sagewood 60s, LLC, BMC Shields Locan, LLC, BMC Stein, LLC, BMC Touchstone, LLC, BMC Wood Ranch, LLC, BMCH California, LLC, BMCH North Carolina, LLC, BMCH Tennessee, LLC, BMCH Washington, LLC, Century Communities of Nevada, LLC, Century Rhodes Ranch GC, LLC, Century Tuscany GC, LLC, Neighborhood Associations Group, LLC, UCP, LLC, UCP Barclay III, LLC, UCP Chateau Grove, LLC, UCP East Garrison, LLC, UCP Hillcrest Hollister, LLC, UCP Jovita, LLC, UCP Kerman, LLC, UCP Meadowood III, LLC, UCP Quail Run, LLC, UCP Sagewood, LLC, UCP Santa Ana Hollister, LLC, UCP Soledad, LLC, and UCP Tapestry, LLC specifies the extent to which such company may indemnify any member, manager, or other person.

Each of the Operating Agreements for Century Communities of Nevada, LLC, Century Rhodes Ranch GC, LLC, Century Tuscany GC, LLC, and Neighborhood Associations Group, LLC provides that such company shall indemnify and hold harmless its member and its officers, members, managers, agents and successors from and against, and shall advance expenses to such persons with respect to, any and all costs, losses, liabilities, claims, damages and expenses paid or accrued by such person in connection with any action or inaction related to the business of such company, to the fullest extent permitted by the Delaware Limited Liability Company Act, provided that (i) the action or inaction did not constitute gross negligence or willful misconduct on the part of such member, its affiliates or any of their respective officers, members, managers, agents and successors or a breach of such Operating Agreement or any other agreement with such company by such member or its affiliate, and (ii) to the extent any such affiliate is indemnified pursuant to the terms of any other agreement between such affiliate, on the one hand, and such company, on the other hand (including, if applicable, any management agreement, development agreement or leasing agreement), the foregoing indemnity provisions will not apply to such affiliate, and such company shall only indemnify such affiliate to the extent set forth in such other agreement. Any indemnification obligation will be paid from, and only to the extent of, available assets of such company, and such member will have no personal liability on account thereof.

The Operating Agreement of UCP, LLC provides that UCP, LLC shall indemnify and hold harmless its sole member and its officers, members, managers, agents and successors from and against, and shall advance expenses to such persons with respect to, any and all costs, losses, liabilities, claims, damages and expenses paid or accrued by such person in connection with any action or inaction related to business of UCP, LLC, to the fullest extent permitted by the Delaware Limited Liability Company Act, provided that (i) the action or inaction did not constitute gross negligence or willful misconduct on the part of its sole member, its affiliates or any of their respective officers, members, managers, agents and successors, or a breach of the Operating Agreement or any other agreement with UCP, LLC by its sole member or any such affiliate, and (b) to the extent any such affiliate is indemnified pursuant to the terms of any other agreement between such affiliate, on the one hand, and UCP, LLC, on the other hand (including, if applicable, any management agreement, development agreement or leasing agreement), the indemnity provisions of the Operating Agreement shall not apply to such affiliate, and UCP, LLC shall only indemnify such affiliate to the extent set forth in such other agreement.

Each of the Operating Agreements of UCP Chateau Grove, LLC, UCP Kerman, LLC, and UCP Quail Run, LLC provides that such company shall indemnify its sole member, and those authorized officers, agents, and employees identified in writing by its sole member as entitled to be indemnified, for all costs, losses, liabilities and damages paid or accrued by its sole member (as the member or as an officer, agent, or employee) or any such officer, agent or employee in connection with the business of such company, except to the extent prohibited by the laws of the State of Delaware. In addition, such company may advance costs of defense of any proceeding to its sole member or any such officer, agent, or employee upon receipt by such company of an undertaking by or

 

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on behalf of such person to repay such amount if it is ultimately determined that the person is not entitled to be indemnified by such company.

Each of the Operating Agreements of Benchmark Builders North Carolina, LLC, Benchmark Communities, LLC, Benchmark Madera I, LLC, BMC Carnation, LLC, BMC Cornerstone II Ripon, LLC, BMC East Garrison, LLC, BMC EG Bluffs, LLC, BMC EG Bungalow, LLC, BMC EG Courtyards, LLC, BMC EG Garden, LLC, BMC EG Grove, LLC, BMC EG Towns, LLC, BMC EG Village, LLC, BMC Heights, LLC, BMC Meadowood II, LLC, BMC Pine Ridge, LLC, BMC Promise Way, LLC, BMC Rancho Etiwanda, LLC, BMC Red Hawk, LLC, BMC Rosemead, LLC, BMC Sagewood, LLC, BMC Sagewood 40s, LLC, BMC Sagewood 60s, LLC, BMC Shields Locan, LLC, BMC Stein, LLC, BMC Touchstone, LLC, BMC Wood Ranch, LLC, BMCH California, LLC, BMCH North Carolina, LLC, BMCH Tennessee, LLC, BMCH Washington, LLC, UCP Barclay III, LLC, UCP East Garrison, LLC, UCP Hillcrest Hollister, LLC, UCP Jovita, LLC, UCP Meadowood III, LLC, UCP Sagewood, LLC, UCP Santa Ana Hollister, LLC, UCP Soledad, LLC, and UCP Tapestry, LLC provides that such company shall indemnify and hold harmless, to the fullest extent permitted by applicable law, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (which we refer to as a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a manager or officer of such company or is or was serving at the request of such company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. Such company will be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers of such company. Such company will pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a manager or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by such manager or officer to repay all amounts advanced if it should be ultimately determined that such manager or officer is not entitled to be indemnified under the Operating Agreement or otherwise. Such company may maintain insurance, at its expense, to protect itself and any manager, officer, employee or agent of such company, or such person who is or was serving at the request of such company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not such company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

California Corporation Registrant

Section 317 of the General Corporation Law of the State of California (which we refer to as the “CGCL”) allows a corporation, in certain circumstances, to indemnify its directors and officers against certain expenses (including attorneys’ fees and certain expenses of establishing a right to indemnification), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with threatened, pending or completed civil, criminal, administrative or investigative actions, suits or proceedings (other than an action by or in the right of the corporation), in which such persons were or are parties, or are threatened to be made parties, by reason of the fact that they were or are directors or officers of the corporation, if such persons acted in good faith and in a manner they reasonably believed to be in the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, a corporation is, in certain circumstances, permitted to indemnify its directors and officers against certain expenses incurred in connection with the defense or settlement of a threatened, pending or completed action by or in the right of the corporation, and against amounts paid in settlement of any such action, if such persons acted in good faith and in a manner they believed to be in the best interests of the corporation and its shareholders, provided that the specified court approval is obtained. Furthermore, a corporation may purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such

 

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capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under California law.

Section 204(a)(10) of the CGCL allows a corporation to include a provision in its articles of incorporation eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the corporation for breach of the director’s duties to the corporation and its shareholders, except for the liability of a director resulting from (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing his or her duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) liability under California law relating to related party transactions, or (vii) the making of an illegal distribution or loan to shareholders.

Neither the Articles of Incorporation nor the Bylaws of BMC Realty Advisors, Inc specify the extent to which it may indemnify any director, officer, or other person.

Colorado Limited Liability Company Registrants

Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager for liabilities incurred by the person, in the ordinary course of the business of the limited liability company or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person’s duties to the limited liability company.

Section 7-80-407 of the Colorado Limited Liability Company Act provides that a limited liability company shall reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a person or manager for liabilities incurred by the person, in the ordinary course of business of the limited liability company or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person’s duties to the limited liability company.

None of Articles of Organization of, or Operating Agreements for, Augusta Pointe, LLC, Avalon at Inverness, LLC, AVR A, LLC, AVR B, LLC, AVR C, LLC, Beacon Pointe, LLC, Blackstone Homes, LLC, Bradburn Village Homes, LLC, CC Communities, LLC, CCC Holdings, LLC, CCH Homes, LLC, Centennial Holding Company LLC, Central Park Rowhomes, LLC, Century at Ash Meadows, LLC, Century at Beacon Pointe, LLC, Century at Caley, LLC, Century at Candelas, LLC, Century at Carousel Farms, LLC, Century at Claremont Ranch, LLC, Century at Compark Village North, LLC, Century at Compark Village South LLC, Century at Forest Meadows, LLC, Century at Harvest Meadows, LLC, Century at Landmark, LLC, Century at Littleton Village, LLC, Century at LOR, LLC, Century at Lowry, LLC, Century at Marvella, LLC, Century at Mayfield, LLC, Century at Midtown, LLC, Century at Millennium, LLC, Century at Murphy Creek, LLC, Century at Oak Street, LLC, Century at Observatory Heights, LLC, Century at Outlook, LLC, Century at Salisbury Heights, LLC, Century at Southshore, LLC, Century at Sterling Ranch, LLC, Century at Terrain, LLC, Century at The Grove, LLC, Century at The Meadows, LLC, Century at Vista Ridge, LLC, Century at Wildgrass, LLC, Century at Wolf Ranch, LLC, Century City, LLC, Century Communities of Georgia, LLC, Century Communities Southeast, LLC, Century Group LLC, Century Land Holdings, LLC, Century Land Holdings II, LLC, Century Land Holdings of Texas, LLC, Cherry Hill Park, LLC, Cottages at Willow Park, LLC, Enclave at Boyd Ponds, LLC, Enclave at Cherry Creek, LLC, Estates at Chatfield Farms, LLC, Hearth at Oak Meadows,

 

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LLC, Hometown, LLC, Hometown South, LLC, Lakeview Fort Collins, LLC, Madison Estates, LLC, Meridian Ranch, LLC, Montecito at Ridgegate, LLC, Park 5th Avenue Development Co., LLC, Reserve at Highpointe Estates, LLC, Reserve at The Meadows, LLC, Saddle Rock Golf, LLC, Saddleback Heights, LLC, Stetson Ridge Homes, LLC, The Retreat at Ridgegate, LLC, The Vistas at Nor’wood, LLC, The Wheatlands, LLC, Venue at Arista, LLC, Verona Estates, LLC, Villas at Murphy Creek, LLC, Waterside at Highland Park, LLC, Westown Condominiums, LLC, Westown Townhomes, LLC, and Wildgrass, LLC specifies the extent to which such company may indemnify any member, manager, or other person.

Georgia Limited Liability Company Registrants

Section 14-11-306 of the Georgia Limited Liability Company Act (which we refer to as the “GLLCA”) provides that a limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company, subject to such standards and restrictions, if any, as set forth in the articles of organization or a written operating agreement. However, no limited liability company may indemnify any member or manager for (i) the liability of a member or manager for intentional misconduct or a knowing violation of law, or (ii) any transaction for which the person received a personal benefit in violation or breach of any provision of a written operating agreement.

Section 14-11-305 of the GLLCA provides that a member’s or manager’s duties and liabilities may be expanded, restricted, or eliminated by provisions in the articles of organization or a written operating agreement; provided, however, that no such provision shall eliminate or limit the liability of a member or manager (i) for intentional misconduct or a knowing violation of law, or (ii) for any transaction for which the person received a personal benefit in violation or breach of any provision of a written operating agreement.

Neither of the Articles of Organization of CCG Constructors LLC and CCG Realty Group LLC specifies the extent to which such company may indemnify any member, manager, or other person. Each of the Operating Agreements of CCG Constructors LLC and CCG Realty Group LLC provides that such company shall indemnify its member and manager for all costs, losses, liabilities, and damages paid or accrued by the member or manager in connection with the business of such company to the fullest extent provided for or allowed by the GLLCA.

Nevada Limited Liability Company Registrant

Section 86.371 of the Nevada Revised Statutes (which we refer to as the “NRS”) provides that unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited liability company is individually liable for the debts or liabilities of the company.

Section 86.411 of the NRS provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

Section 86.421 of the NRS provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that the person is or was a manager,

 

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member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 86.431 of the NRS provides that to the extent that a manager, member, employee or agent of a limited-liability company has been successful in defense of any action, suit or proceeding described in the preceding two paragraphs, or in defense of any claim, issue or matter therein, the company must indemnify such person against expenses, including attorney’s fees, actually and reasonably incurred by such person in connection with the defense. Any indemnification under the preceding two paragraphs, unless ordered by a court or advanced pursuant to the procedures of the paragraph below, may be made only as authorized in the specific case upon a valid determination that indemnification is proper in the circumstances.

Section 86.441 of the NRS states that the articles of organization, the operating agreement or a separate agreement may provide that the limited liability company must pay the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding, as they are incurred and in advance of the final disposition of the action, upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that the member or manager is not entitled to be indemnified.

Section 86.451 of the NRS provides that the indemnification or advancement of expenses discussed above (1) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of organization or any operating agreement, vote of members or disinterested managers, if any, or otherwise, for an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to Section 86.421 of the NRS or for the advancement of expenses made pursuant to Section 86.441 of the NRS, may not be made to or on behalf of any member or manager if a final adjudication establishes that the member’s or the manager’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (2) continues for a person who has ceased to be a member, manager, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Section 86.461 of the NRS permits a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of any current or former member, manager, employee or agent of the company, or any person who is or was serving at the request of the company as a manager, member, employee or agent of another corporation, limited-liability company, partnership, joint venture, trust or other enterprise, for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a manager, member, employee or agent, or arising out of his or her status as such, whether or not the company has the authority to indemnify such a person against such liability and expenses.

Neither the Articles of Organization of, nor the Operating Agreement for, Century Communities of Nevada Realty, LLC specifies the extent to which it may indemnify any member, manager, or other person.

Utah Limited Liability Company Registrants

Section 408(2) of the Revised Uniform Limited Liability Company Act (which we refer to as the “RULLCA”), provides that a limited liability company must indemnify and hold harmless a person with respect

 

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to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person’s: (i) improper distribution as further defined in Section 405 of the RULLCA; (ii) failure to comply with the management requirements for the limited liability company as further defined in Section 407 of the RULLCA; (iii) breach of the duties of loyalty and care to the limited liability company or its members; or (iv) failure to conduct any membership duties consistently with the operating agreement and in good faith and fair dealing.

Section 408(3) of the RULLCA provides that in the ordinary course of affairs, a limited liability company may reimburse a person made a party to a proceeding because that person is or was a manager for reasonable expenses, if that person promises to repay the limited liability company if the person ultimately is determined not to be entitled to indemnification.

Section 408(4) of the RULLCA provides that a limited liability company may purchase and maintain insurance on behalf of a member or manager of the limited liability company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if the operating agreement does not eliminate or limit that person’s liability to the limited liability company by reason of bad faith, willful misconduct, or recklessness.

None of the Certificates of Organization of Century Communities of Utah, LLC and Century Land Holdings of Utah, LLC specifies the extent to which such company may indemnify any member, manager, or other person. The Operating Agreement of Century Communities of Utah, LLC provides that it shall indemnify its member and manager to the fullest extent permitted by law. The Operating Agreement for Century Land Holdings of Utah, LLC does not specify the extent to which it may indemnify any member, manager, or other person.

 

Item 21. Exhibits.

A following is a list of exhibits filed with this registration statement on Form S-4.

 

Exhibit

Number

   

Description

  3.1    Certificate of Incorporation of Century Communities, Inc., as amended (incorporated by reference to the initial filing of the Registration Statement on Form S-1 of Century Communities, Inc. (File No. 333-195678) filed with the SEC on May 5, 2014).
  3.2    Bylaws of Century Communities, Inc. (incorporated by reference to the initial filing of the Registration Statement on Form S-1 of Century Communities, Inc. (File No. 333-195678) filed with the SEC on May 5, 2014).
  3.3    Articles of Organization of Augusta Pointe, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.4    Operating Agreement for Augusta Pointe, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.5    Articles of Organization of Avalon at Inverness, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.6    Operating Agreement for Avalon at Inverness, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

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Exhibit

Number

   

Description

  3.7    Articles of Organization of AVR A, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.8    Operating Agreement for AVR A, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.9    Articles of Organization of AVR B, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.10    Operating Agreement for AVR B, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.11    Articles of Organization of AVR C, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.12    Operating Agreement for AVR C, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.13    Articles of Organization of Beacon Pointe, LLC, (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.14    Operating Agreement for Beacon Pointe, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.15    Certificate of Formation of Benchmark Builders North Carolina, LLC, as amended.
  3.16    Limited Liability Company Operating Agreement of Benchmark Builders North Carolina, LLC.
  3.17    Certificate of Formation of Benchmark Communities, LLC.
  3.18    Limited Liability Company Operating Agreement of Benchmark Communities, LLC.
  3.19    Certificate of Formation of Benchmark Madera I, LLC.
  3.20    Limited Liability Company Operating Agreement of Benchmark Madera I, LLC.
  3.21    Articles of Organization of Blackstone Homes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.22    Operating Agreement for Blackstone Homes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.23    Certificate of Formation of BMC Carnation, LLC.
  3.24    Limited Liability Company Operating Agreement of BMC Carnation, LLC.
  3.25    Certificate of Formation of BMC Cornerstone II Ripon, LLC.
  3.26    Limited Liability Company Operating Agreement of BMC Cornerstone II Ripon, LLC.

 

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Exhibit

Number

   

Description

  3.27    Certificate of Formation of BMC East Garrison, LLC, as amended.
  3.28    Limited Liability Company Operating Agreement of BMC East Garrison, LLC.
  3.29    Certificate of Formation of BMC EG Bluffs, LLC.
  3.30    Limited Liability Company Operating Agreement of BMC EG Bluffs, LLC.
  3.31    Certificate of Formation of BMC EG Bungalow, LLC.
  3.32    Limited Liability Company Operating Agreement of BMC EG Bungalow, LLC.
  3.33    Certificate of Formation of BMC EG Courtyards, LLC.
  3.34    Limited Liability Company Operating Agreement of BMC EG Courtyards, LLC.
  3.35    Certificate of Formation of BMC EG Garden, LLC.
  3.36    Limited Liability Company Operating Agreement of BMC EG Garden, LLC.
  3.37    Certificate of Formation of BMC EG Grove, LLC.
  3.38    Limited Liability Company Operating Agreement of BMC EG Grove, LLC.
  3.39    Certificate of Formation of BMC EG Towns, LLC.
  3.40    Limited Liability Company Operating Agreement of BMC EG Towns, LLC.
  3.41    Certificate of Formation of BMC EG Village, LLC.
  3.42    Limited Liability Company Operating Agreement of BMC EG Village, LLC.
  3.43    Certificate of Formation of BMC Heights, LLC.
  3.44    Limited Liability Company Operating Agreement of BMC Heights, LLC.
  3.45    Certificate of Formation of BMC Meadowood II, LLC.
  3.46    Limited Liability Company Operating Agreement of BMC Meadowood II, LLC.
  3.47    Certificate of Formation of BMC Pine Ridge, LLC.
  3.48    Limited Liability Company Operating Agreement of BMC Pine Ridge, LLC.
  3.49    Certificate of Formation of BMC Promise Way, LLC.
  3.50    Limited Liability Company Operating Agreement of BMC Promise Way, LLC.
  3.51    Certificate of Formation of BMC Rancho Etiwanda, LLC.
  3.52    Limited Liability Company Operating Agreement of BMC Rancho Etiwanda, LLC.
  3.53    Articles of Incorporation of BMC Realty Advisors, Inc.
  3.54    Amended and Restated Bylaws of BMC Realty Advisors, Inc.
  3.55    Certificate of Formation of BMC Red Hawk, LLC, as amended.
  3.56    Limited Liability Company Operating Agreement of BMC Red Hawk, LLC.
  3.57    Certificate of Formation of BMC Rosemead, LLC.
  3.58    Limited Liability Company Operating Agreement of BMC Rosemead, LLC.
  3.59    Certificate of Formation of BMC Sagewood, LLC.
  3.60    Limited Liability Company Operating Agreement of BMC Sagewood, LLC.

 

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Exhibit

Number

   

Description

  3.61    Certificate of Formation of BMC Sagewood 40s, LLC.
  3.62    Limited Liability Company Operating Agreement of BMC Sagewood 40s, LLC.
  3.63    Certificate of Formation of BMC Sagewood 60s, LLC.
  3.64    Limited Liability Company Operating Agreement of BMC Sagewood 60s, LLC.
  3.65    Certificate of Formation of BMC Shields Locan, LLC.
  3.66    Limited Liability Company Operating Agreement of BMC Shields Locan, LLC.
  3.67    Certificate of Formation of BMC Stein, LLC.
  3.68    Limited Liability Company Operating Agreement of BMC Stein, LLC.
  3.69    Certificate of Formation of BMC Touchstone, LLC.
  3.70    Limited Liability Company Operating Agreement of BMC Touchstone, LLC.
  3.71    Certificate of Formation of BMC Wood Ranch, LLC.
  3.72    Limited Liability Company Operating Agreement of BMC Wood Ranch, LLC.
  3.73    Certificate of Formation of BMCH California, LLC, as amended.
  3.74    Limited Liability Company Operating Agreement of BMCH California, LLC.
  3.75    Certificate of Formation of BMCH North Carolina, LLC.
  3.76    Limited Liability Company Operating Agreement of BMCH North Carolina, LLC.
  3.77    Certificate of Formation of BMCH Tennessee, LLC.
  3.78    Limited Liability Company Operating Agreement of BMCH Tennessee, LLC.
  3.79    Certificate of Formation of BMCH Washington, LLC.
  3.80    Limited Liability Company Operating Agreement of BMCH Washington, LLC.
  3.81    Articles of Organization of Bradburn Village Homes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.82    Operating Agreement for Bradburn Village Homes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.83    Certificate of Incorporation of Casa Acquisition Corp.
  3.84    Bylaws of Casa Acquisition Corp.
  3.85    Articles of Organization of CC Communities, LLC, as amended (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.86    Amended and Restated Operating Agreement for CC Communities, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.87    Articles of Organization of CCC Holdings, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

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Exhibit

Number

   

Description

  3.88    Operating Agreement for CCC Holdings, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.89    Articles of Organization of CCG Constructors LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.90    Operating Agreement of CCG Constructors LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.91    Articles of Organization of CCG Realty Group LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.92    Operating Agreement of CCG Realty Group LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.93    Articles of Organization of CCH Homes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.94    Operating Agreement for CCH Homes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.95    Articles of Organization of Centennial Holding Company LLC.
  3.96    Operating Agreement for Centennial Holding Company LLC.
  3.97    Articles of Organization of Central Park Rowhomes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.98    Operating Agreement for Central Park Rowhomes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.99    Articles of Organization of Century at Ash Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.100    Operating Agreement for Century at Ash Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.101    Articles of Organization of Century at Beacon Pointe, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.102    Operating Agreement for Century at Beacon Pointe, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.103    Articles of Organization of Century at Caley, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

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Exhibit

Number

   

Description

  3.104    Operating Agreement for Century at Caley, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.105    Articles of Organization of Century at Candelas, LLC, as amended (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.106    Amended and Restated Operating Agreement for Century at Candelas, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.107    Articles of Organization of Century at Carousel Farms, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.108    Operating Agreement for Century at Carousel Farms, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.109    Articles of Organization of Century at Claremont Ranch, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.110    Operating Agreement for Century at Claremont Ranch, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.111    Articles of Organization of Century at Compark Village North, LLC
  3.112    Operating Agreement for Century at Compark Village North, LLC
  3.113    Articles of Organization of Century at Compark Village South, LLC
  3.114    Operating Agreement for Century at Compark Village South, LLC
  3.115    Articles of Organization of Century at Forest Meadows, LLC
  3.116    Operating Agreement for Century at Forest Meadows, LLC
  3.117    Articles of Organization of Century at Harvest Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.118    Operating Agreement for Century at Harvest Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.119    Articles of Organization of Century at Landmark, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.120    Operating Agreement for Century at Landmark, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.121    Articles of Organization of Century at Littleton Village, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).

 

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Exhibit

Number

   

Description

  3.122    Operating Agreement for Century at Littleton Village, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.123    Articles of Organization of Century at LOR, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.124    Operating Agreement for Century at LOR, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.125    Articles of Organization of Century at Lowry, LLC, as amended (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.126    Operating Agreement for Century at Lowry, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.127    Articles of Organization of Century at Marvella, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.128    Operating Agreement for Century at Marvella, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.129    Articles of Organization of Century at Mayfield, LLC
  3.130    Operating Agreement for Century at Mayfield, LLC
  3.131    Articles of Organization of Century at Midtown, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.132    Operating Agreement for Century at Midtown, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.133    Articles of Organization of Century at Millennium, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.134    Operating Agreement for Century at Millennium, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.135    Articles of Organization of Century at Murphy Creek, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.136    Operating Agreement for Century at Murphy Creek, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.137    Articles of Organization of Century at Oak Street, LLC

 

II-14

Table of Contents

Exhibit

Number

   

Description

  3.138    Operating Agreement for Century at Oak Street, LLC
  3.139    Articles of Organization of Century at Observatory Heights, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.140    Operating Agreement for Century at Observatory Heights, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.141    Articles of Organization of Century at Outlook, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.142    Operating Agreement for Century at Outlook, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.143    Articles of Organization of Century at Salisbury Heights, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.144    Operating Agreement for Century at Salisbury Heights, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.145    Articles of Organization of Century at Southshore, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.146    Operating Agreement for Century at Southshore, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.147    Articles of Organization of Century at Sterling Ranch, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.148    Operating Agreement for Century at Sterling Ranch, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.149    Articles of Organization of Century at Terrain, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.150    Operating Agreement for Century at Terrain, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.151    Articles of Organization of Century at The Grove, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.152    Operating Agreement for Century at The Grove, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

II-15

Table of Contents

Exhibit

Number

   

Description

  3.153    Articles of Organization of Century at The Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.154    Operating Agreement for Century at The Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.155    Articles of Organization of Century at Vista Ridge, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.156    Operating Agreement for Century at Vista Ridge, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.157    Articles of Organization of Century at Wildgrass, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.158    Operating Agreement for Century at Wildgrass, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.159    Articles of Organization of Century at Wolf Ranch, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.160    Operating Agreement for Century at Wolf Ranch, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.161    Articles of Organization of Century City, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.162    Operating Agreement for Century City, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.163    Articles of Organization of Century Communities of Georgia, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.164    Operating Agreement for Century Communities of Georgia, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.165    Certificate of Formation of Century Communities of Nevada, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.166    Operating Agreement of Century Communities of Nevada, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

II-16

Table of Contents

Exhibit

Number

   

Description

  3.167    Articles of Organization for a Limited Liability Company of Century Communities of Nevada Realty, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.168    Operating Agreement for Century Communities of Nevada Realty, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.169    Articles of Organization of Century Communities of Utah, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.170    Operating Agreement for Century Communities of Utah, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.171    Articles of Organization of Century Communities Southeast, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.172    Operating Agreement for Century Communities Southeast, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.173    Articles of Organization of Century Group LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.174    Operating Agreement for Century Group LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-206687) filed with the SEC on August 31, 2015).
  3.175    Articles of Organization of Century Land Holdings, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.176    Operating Agreement for Century Land Holdings, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.177    Articles of Organization of Century Land Holdings II, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.178    Operating Agreement for Century Land Holdings II, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.179    Articles of Organization of Century Land Holdings of Texas, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.180    Operating Agreement for Century Land Holdings of Texas, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

II-17

Table of Contents

Exhibit

Number

   

Description

  3.181    Articles of Organization of Century Land Holdings of Utah, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.182    Operating Agreement of Century Land Holdings of Utah, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.183    Certificate of Formation of Century Communities of Century Rhodes Ranch GC, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.184    Operating Agreement of Century Rhodes Ranch GC, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.185    Certificate of Formation of Century Communities of Century Tuscany GC, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.186    Operating Agreement of Century Tuscany GC, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.187    Articles of Organization of Cherry Hill Park, LLC, as amended (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.188    Operating Agreement for Cherry Hill Park, LLC, as amended (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.189    Articles of Organization of Cottages at Willow Park, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.190    Operating Agreement for Cottages at Willow Park, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.191    Articles of Organization of Enclave at Boyd Ponds, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.192    Operating Agreement for Enclave at Boyd Ponds, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.193    Articles of Organization of Enclave at Cherry Creek, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.194    Operating Agreement for Enclave at Cherry Creek, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

II-18

Table of Contents

Exhibit

Number

   

Description

  3.195    Articles of Organization of Estates at Chatfield Farms, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.196    Operating Agreement for Estates at Chatfield Farms, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.197    Articles of Organization of Hearth at Oak Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.198    Operating Agreement for Hearth at Oak Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.199    Articles of Organization of Hometown, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.200    Operating Agreement for Hometown, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.201    Articles of Organization of Hometown South, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.202    Operating Agreement for Hometown South, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.203    Articles of Organization of Lakeview Fort Collins, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.204    Operating Agreement for Lakeview Fort Collins, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.205    Articles of Organization of Madison Estates, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.206    Operating Agreement for Madison Estates, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.207    Articles of Organization of Meridian Ranch, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.208    Operating Agreement for Meridian Ranch, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

II-19

Table of Contents

Exhibit

Number

   

Description

  3.209    Articles of Organization of Montecito at Ridgegate, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.210    Operating Agreement for Montecito at Ridgegate, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.211    Certificate of Formation of Neighborhood Associations Group, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.212    Operating Agreement of Neighborhood Associations Group, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.213    Articles of Organization of Park 5th Avenue Development Co., LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.214    Amended and Restated Operating Agreement for Park 5th Avenue Development Co., LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.215    Articles of Organization of Reserve at Highpointe Estates, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.216    Operating Agreement for Reserve at Highpointe Estates, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.217    Articles of Organization of Reserve at The Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.218    Operating Agreement for Reserve at The Meadows, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.219    Articles of Organization of Saddle Rock Golf, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.220    Operating Agreement for Saddle Rock Golf, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.221    Articles of Organization of Saddleback Heights, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.222    Operating Agreement for Saddleback Heights, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).

 

II-20

Table of Contents

Exhibit

Number

   

Description

  3.223    Articles of Organization of Stetson Ridge Homes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.224    Operating Agreement for Stetson Ridge Homes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.225    Articles of Organization of The Retreat at Ridgegate, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.226    Operating Agreement for The Retreat at Ridgegate, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.227    Articles of Organization of The Vistas at Nor’wood, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.228    Operating Agreement for The Vistas at Nor’wood, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.229    Articles of Organization of The Wheatlands, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.230    Operating Agreement for The Wheatlands, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.231    Certificate of Formation of UCP, LLC, as amended.
  3.232    Third Amended and Restated Limited Liability Company Operating Agreement of UCP, LLC.
  3.233    Certificate of Formation of UCP Barclay III, LLC.
  3.234    Limited Liability Company Operating Agreement of UCP Barclay III, LLC.
  3.235    Certificate of Formation of UCP Chateau Grove, LLC, as amended.
  3.236    Limited Liability Company Operating Agreement of UCP Chateau Grove, LLC.
  3.237    Certificate of Formation of UCP East Garrison, LLC.
  3.238    Limited Liability Company Operating Agreement of UCP East Garrison, LLC.
  3.239    Certificate of Formation of UCP Hillcrest Hollister, LLC.
  3.240    Limited Liability Company Operating Agreement of UCP Hillcrest Hollister, LLC.
  3.241    Certificate of Formation of UCP Jovita, LLC (f/k/a UCP Panorama, LLC), as amended.
  3.242    Limited Liability Company Operating Agreement of UCP Jovita, LLC. ,
  3.243    Certificate of Formation of UCP Kerman, LLC.
  3.244    Limited Liability Company Operating Agreement of UCP Kerman, LLC.
  3.245    Certificate of Formation of UCP Meadowood III, LLC.

 

II-21

Table of Contents

Exhibit

Number

   

Description

  3.246    Limited Liability Company Operating Agreement of UCP Meadowood III, LLC.
  3.247    Certificate of Formation of UCP Quail Run, LLC, as amended.
  3.248    Operating Agreement of UCP Quail Run, LLC.
  3.249    Certificate of Formation of UCP Sagewood, LLC.
  3.250    Limited Liability Company Operating Agreement of UCP Sagewood, LLC.
  3.251    Certificate of Formation of UCP Santa Ana Hollister, LLC.
  3.252    Limited Liability Company Operating Agreement of UCP Santa Ana Hollister, LLC.
  3.253    Certificate of Formation of UCP Soledad, LLC.
  3.254    Limited Liability Company Operating Agreement of UCP Soledad, LLC.
  3.255    Certificate of Formation of UCP Tapestry, LLC.
  3.256    Limited Liability Company Operating Agreement of UCP Tapestry, LLC.
  3.257    Articles of Organization of Venue at Arista, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.258    Operating Agreement of Venue at Arista, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.259    Articles of Organization of Verona Estates, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.260    Operating Agreement for Verona Estates, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.261    Articles of Organization of Villas at Murphy Creek, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.262    Operating Agreement for Villas at Murphy Creek, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.263    Articles of Organization of Waterside at Highland Park, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.264    Operating Agreement for Waterside at Highland Park, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.265    Articles of Organization of Westown Condominiums, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.266    Operating Agreement for Westown Condominiums, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).

 

II-22

Table of Contents

Exhibit

Number

   

Description

  3.267    Articles of Organization of Westown Townhomes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.268    Amended and Restated Operating Agreement for Westown Townhomes, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-216599) filed with the SEC on March 10, 2017).
  3.269    Articles of Organization of Wildgrass, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  3.270    Operating Agreement for Wildgrass, LLC (incorporated by reference to the Registration Statement on Form S-4 of Century Communities, Inc. (File No. 333-201130) filed with the SEC on December 19, 2014).
  4.1    Indenture (including forms of 5.875% Senior Notes Due 2025), dated as of May  12, 2017, among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee (incorporated by reference to Century Communities, Inc.’s Current Report on Form 8-K filed with the SEC on May 12, 2017).
  4.2    First Supplemental Indenture, dated as of October  17, 2017, among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee under the Indenture (incorporated by reference to Century Communities, Inc.’s Current Report on Form 8-K filed with the SEC on October 20, 2017).
  5.1    Opinion of Greenberg Traurig, LLP.
10.1    Registration Rights Agreement, dated as of May  12, 2017, by and among Century Communities, Inc., the Guarantors party thereto, and J.P. Morgan Securities LLC, on behalf of the initial purchasers (incorporated by reference to Century Communities, Inc.’s Current Report on Form 8-K filed with the SEC on May 12, 2017).
12.1    Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1    Consent of Ernst & Young, LLP.
23.2    Consent of Deloitte & Touche LLP.
23.3    Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1).
24.1    Powers of Attorney (included on the signature pages of this Registration Statement).
25.1    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the Indenture, dated as of May 12, 2017, among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee.
99.1    Form of Letter of Transmittal with respect to the Exchange Offer.
99.2    Form of Notice of Guaranteed Delivery with respect to the Exchange Offer.
99.3    Form of Letter to DTC Participants regarding the Exchange Offer.
99.4    Form of Letter to Beneficial Holders regarding the Exchange Offer.

 

II-23

Table of Contents
Item 22. Undertakings.

(a) The undersigned registrants (which we refer to as the “Registrants”) hereby undertake:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (4) That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (5) That, for the purpose of determining liability of the Registrants under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities: The Registrants undertake that in a primary offering of securities of the Registrants pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i) Any preliminary prospectus or prospectus of the Registrants relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrants or used or referred to by the Registrants;

 

  (iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrants or its securities provided by or on behalf of the Registrants; and

 

  (iv) Any other communication that is an offer in the offering made by the Registrants to the purchaser.

 

II-24

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(b) The Registrants hereby undertake as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the Registrants undertake that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(c) The Registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to this Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(e) The Registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.

(f) The Registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective.

 

II-25

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

CENTURY COMMUNITIES, INC.
By:   

/s/ Dale Francescon

 

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

By:   

/s/ Robert J. Francescon

 

Robert J. Francescon

Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dale Francescon

Dale Francescon

   

Chairman of the Board of Directors and

Co-Chief Executive Officer

(Co-Principal Executive Officer)

   October 26, 2017

/s/ Robert J. Francescon

Robert J. Francescon

   

Co-Chief Executive Officer, President and Director

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer

(Principal Financial Officer)

   October 26, 2017

/s/ J. Scott Dixon

J. Scott Dixon

   

Chief Accounting Officer

(Principal Accounting Officer)

   October 26, 2017

/s/ James M. Lippman

James M. Lippman

    Director   October 26, 2017

/s/ Keith R. Guericke

Keith R. Guericke

    Director   October 26, 2017

/s/ John P. Box

John P. Box

    Director   October 26, 2017

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

EACH OF THE CO-REGISTRANTS LISTED ON SCHEDULE I TO THE SIGNATURE PAGES
By:   

Century Communities, Inc.

its Manager and Sole Member

  By:   

/s/ Dale Francescon

   

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

  By:   

/s/ Robert J. Francescon

   

Robert J. Francescon

Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dale Francescon

Dale Francescon

   

Chairman of the Board of Directors and Co-Chief Executive Officer of Century Communities, Inc., as the Manager and Sole Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ Robert J. Francescon

Robert J. Francescon

   

Co-Chief Executive Officer, President and Director of Century Communities, Inc., as the Manager and Sole Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer of Century Communities, Inc., as the Manager and Sole Member of the co-Registrant

(Principal Financial Officer)

   October 26, 2017

Table of Contents

Signature

   

Title

  

Date

/s/ J. Scott Dixon

J. Scott Dixon

   

Chief Accounting Officer of Century Communities, Inc., as the Manager and Sole Member of the co-Registrant

(Principal Accounting Officer)

   October 26, 2017

/s/ James M. Lippman

James M. Lippman

    Director of Century Communities, Inc., as the Manager and Sole Member of the co-Registrant   October 26, 2017

/s/ Keith R. Guericke

Keith R. Guericke

    Director of Century Communities, Inc., as the Manager and Sole Member of the co-Registrant   October 26, 2017

/s/ John P. Box

John P. Box

    Director of Century Communities, Inc., as the Manager and Sole Member of the co-Registrant   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

EACH OF THE CO-REGISTRANTS LISTED ON SCHEDULE II TO THE SIGNATURE PAGES
By:  

Century Communities, Inc.

its Sole Managing Member

  By:   

/s/ Dale Francescon

   

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

  By:   

/s/ Robert J. Francescon

   

Robert J. Francescon

Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dale Francescon

Dale Francescon

   

Chairman of the Board of Directors and Co-Chief Executive Officer of Century Communities, Inc., as the Sole Managing Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ Robert J. Francescon

Robert J. Francescon

   

Co-Chief Executive Officer, President and Director of Century Communities, Inc., as the Sole Managing Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer of Century Communities, Inc., as the Sole Managing Member of the co-Registrant

(Principal Financial Officer)

   October 26, 2017

Table of Contents

Signature

   

Title

  

Date

/s/ J. Scott Dixon

J. Scott Dixon

   

Chief Accounting Officer of Century Communities, Inc., as the Sole Managing Member of the co-Registrant

(Principal Accounting Officer)

   October 26, 2017

/s/ James M. Lippman

James M. Lippman

    Director of Century Communities, Inc., as the Sole Managing Member of the co-Registrant   October 26, 2017

/s/ Keith R. Guericke

Keith R. Guericke

    Director of Century Communities, Inc., as the Sole Managing Member of the co-Registrant   October 26, 2017

/s/ John P. Box

John P. Box

    Director of Century Communities, Inc., as the Sole Managing Member of the co-Registrant   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

EACH OF THE CO-REGISTRANTS LISTED ON SCHEDULE III TO THE SIGNATURE PAGES
By:   

Century Communities of Georgia, LLC,

its Manager and Sole Member

  By:    Century Communities, Inc.
    its Manager and Sole Member
    By:   

/s/ Dale Francescon

     

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

    By:   

/s/ Robert J. Francescon

     

Robert J. Francescon

Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dale Francescon

Dale Francescon

   

Chairman of the Board of Directors and Co-Chief Executive Officer of Century Communities, Inc., as the Manager and Sole Member of Century Communities of Georgia, LLC, as the Manager and Sole Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

Table of Contents

Signature

   

Title

  

Date

/s/ Robert J. Francescon

Robert J. Francescon

   

Co-Chief Executive Officer, President and Director of Century Communities, Inc., as the Manager and Sole Member of Century Communities of Georgia, LLC, as the Manager and Sole Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer of Century Communities, Inc., as the Manager and Sole Member of Century Communities of Georgia, LLC, as the Manager and Sole Member of the co-Registrant

(Principal Financial Officer)

   October 26, 2017

/s/ J. Scott Dixon

J. Scott Dixon

   

Chief Accounting Officer of Century Communities, Inc., as the Manager and Sole Member of Century Communities of Georgia, LLC, as the Manager and Sole Member of the co-Registrant

(Principal Accounting Officer)

   October 26, 2017

/s/ James M. Lippman

James M. Lippman

    Director of Century Communities, Inc., as the Manager and Sole Member of Century Communities of Georgia, LLC, as the Manager and Sole Member of the co-Registrant   October 26, 2017

/s/ Keith R. Guericke

Keith R. Guericke

    Director of Century Communities, Inc., as the Manager and Sole Member of Century Communities of Georgia, LLC, as the Manager and Sole Member of the co-Registrant   October 26, 2017

/s/ John P. Box

John P. Box

    Director of Century Communities, Inc., as the Manager and Sole Member of Century Communities of Georgia, LLC, as the Manager and Sole Member of the co-Registrant   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

EACH OF THE CO-REGISTRANTS LISTED ON SCHEDULE IV TO THE SIGNATURE PAGES
By:   

Century Communities of Nevada, LLC,

its Sole Managing Member

  By:    Century Communities, Inc.
    its Sole Managing Member
    By:   

/s/ Dale Francescon

     

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

    By:   

/s/ Robert J. Francescon

     

Robert J. Francescon

Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dale Francescon

Dale Francescon

   

Chairman of the Board of Directors and Co-Chief Executive Officer of Century Communities, Inc., as the Sole Managing Member of Century Communities of Nevada, LLC, as the Sole Managing Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

Table of Contents

Signature

   

Title

  

Date

/s/ Robert J. Francescon

Robert J. Francescon

   

Co-Chief Executive Officer, President and Director of Century Communities, Inc., as the Sole Managing Member of Century Communities of Nevada, LLC, as the Sole Managing Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer of Century Communities, Inc., as the Sole Managing Member of Century Communities of Nevada, LLC, as the Sole Managing Member of the co-Registrant

(Principal Financial Officer)

   October 26, 2017

/s/ J. Scott Dixon

J. Scott Dixon

   

Chief Accounting Officer of Century Communities, Inc., as the Sole Managing Member of Century Communities of Nevada, LLC, as the Sole Managing Member of the co-Registrant

(Principal Accounting Officer)

   October 26, 2017

/s/ James M. Lippman

James M. Lippman

    Director of Century Communities, Inc., as the Sole Managing Member of Century Communities of Nevada, LLC, as the Sole Managing Member of the co-Registrant   October 26, 2017

/s/ Keith R. Guericke

Keith R. Guericke

    Director of Century Communities, Inc., as the Sole Managing Member of Century Communities of Nevada, LLC, as the Sole Managing Member of the co-Registrant   October 26, 2017

/s/ John P. Box

John P. Box

    Director of Century Communities, Inc., as the Sole Managing Member of Century Communities of Nevada, LLC, as the Sole Managing Member of the co-Registrant   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

CENTURY LAND HOLDINGS, LLC
By:    CCC Holdings, LLC
  its Manager
  By:    Century Communities, Inc.
    its Manager and Sole Member
    By:   

/s/ Dale Francescon

     

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

    By:   

/s/ Robert J. Francescon

     

Robert J. Francescon

Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dale Francescon

Dale Francescon

   

Chairman of the Board of Directors and Co-Chief Executive Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ Robert J. Francescon

Robert J. Francescon

   

Co-Chief Executive Officer, President and Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

Table of Contents

Signature

   

Title

  

Date

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of the co-Registrant

(Principal Financial Officer)

   October 26, 2017

/s/ J. Scott Dixon

J. Scott Dixon

   

Chief Accounting Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of the co-Registrant

(Principal Accounting Officer)

   October 26, 2017

/s/ James M. Lippman

James M. Lippman

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of the co-Registrant   October 26, 2017

/s/ Keith R. Guericke

Keith R. Guericke

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of the co-Registrant   October 26, 2017

/s/ John P. Box

John P. Box

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of the co-Registrant   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

CC COMMUNITIES, LLC
By:    Century Land Holdings, LLC
  its Managing Member
  By:    CCC Holdings, LLC
    its Manager
    By:    Century Communities, Inc.
      its Manager and Sole Member
      By:   

/s/ Dale Francescon

       

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

      By:   

/s/ Robert J. Francescon

       

Robert J. Francescon

Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dale Francescon

Dale Francescon

   

Chairman of the Board of Directors and Co-Chief Executive Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

Table of Contents

Signature

   

Title

  

Date

/s/ Robert J. Francescon

Robert J. Francescon

   

Co-Chief Executive Officer, President and Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of the co-Registrant

(Principal Financial Officer)

   October 26, 2017

/s/ J. Scott Dixon

J. Scott Dixon

   

Chief Accounting Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of the co-Registrant

(Principal Accounting Officer)

   October 26, 2017

/s/ James M. Lippman

James M. Lippman

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of the co-Registrant   October 26, 2017

/s/ Keith R. Guericke

Keith R. Guericke

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of the co-Registrant   October 26, 2017

/s/ John P. Box

John P. Box

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of the co-Registrant   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

EACH OF THE CO-REGISTRANTS LISTED ON SCHEDULE V TO THE SIGNATURE PAGES

By: 

  

Horizon Building Services, LLC,

its Manager

  By:   

Century Land Holdings, LLC

its Managing Member

    By:   

CCC Holdings, LLC

its Manager

      By:   

Century Communities, Inc.

its Manager and Sole Member

        By:   

/s/ Dale Francescon

         

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

        By:   

/s/ Robert J. Francescon

         

Robert J. Francescon

Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Table of Contents

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dale Francescon

Dale Francescon

   

Chairman of the Board of Directors and Co-Chief Executive Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of Horizon Building Services, LLC, as the Manager of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ Robert J. Francescon

Robert J. Francescon

   

Co-Chief Executive Officer, President and Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of Horizon Building Services, LLC, as the Manager of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of Horizon Building Services, LLC, as the Manager of the co-Registrant

(Principal Financial Officer)

   October 26, 2017

/s/ J. Scott Dixon

J. Scott Dixon

   

Chief Accounting Officer of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of Horizon Building Services, LLC, as the Manager of the co-Registrant

(Principal Accounting Officer)

   October 26, 2017

/s/ James M. Lippman

James M. Lippman

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of Horizon Building Services, LLC, as the Manager of the co-Registrant   October 26, 2017

/s/ Keith R. Guericke

Keith R. Guericke

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of Horizon Building Services, LLC, as the Manager of the co-Registrant   October 26, 2017

Table of Contents

Signature

   

Title

  

Date

/s/ John P. Box

John P. Box

    Director of Century Communities, Inc., as the Manager and Sole Member of CCC Holdings, LLC, as the Manager of Century Land Holdings, LLC, as the Managing Member of Horizon Building Services, LLC, as the Manager of the co-Registrant   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

BMC REALTY ADVISORS, INC
By:   

/s/ Dustin L. Bogue

 

Dustin L. Bogue

President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dustin L. Bogue as his true and lawful attorney-in-fact and agent, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dustin L. Bogue

Dustin L. Bogue

   

President and Manager

(Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer, Treasurer and Manager

(Principal Financial and Accounting Officer)

   October 26, 2017

/s/ W. Allen Bennett

W. Allen Bennett

    Secretary, General Counsel and Manager   October 26, 2017

/s/ James W. Fletcher

James W. Fletcher

    Vice President   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

CASA ACQUISITION CORP.

By: 

  

/s/ Robert J. Francescon

 

Robert J. Francescon

Chief Executive Officer

By: 

  

/s/ Dale Francescon

 

Dale Francescon

President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Robert J. Francescon

Robert J. Francescon

  

Chief Executive Officer and Director

(Co-Principal Executive Officer)

   October 26, 2017

/s/ Dale Francescon

Dale Francescon

  

President and Director

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

  

Chief Financial Officer, Secretary and Director

(Principal Financial and Accounting Officer)

   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

UCP, LLC
By:   

Casa Acquisition Corp.

its sole Member

  By:   

/s/ Robert J. Francescon

   

Robert J. Francescon

Chief Executive Officer

  By:   

/s/ Dale Francescon

   

Dale Francescon

President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Robert J. Francescon

Robert J. Francescon

  

Chief Executive Officer and Director of Casa Acquisition Corp., as the sole Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ Dale Francescon

Dale Francescon

  

President and Director of Casa Acquisition Corp., as the sole Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

  

Chief Financial Officer, Secretary and Director of Casa Acquisition Corp., as the sole Member of the co-Registrant

(Principal Financial and Accounting Officer)

   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

EACH OF THE CO-REGISTRANTS LISTED ON SCHEDULE VI TO THE SIGNATURE PAGES

By: 

   UCP, LLC,
  its sole Managing Member
  By:    Casa Acquisition Corp.
    its sole Member
    By:   

/s/ Robert J. Francescon

     

Robert J. Francescon

Chief Executive Officer

    By:   

/s/ Dale Francescon

     

Dale Francescon

President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Robert J. Francescon

Robert J. Francescon

   

Chief Executive Officer and Director of Casa Acquisition Corp., as the sole Member of UCP, LLC, as the sole Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ Dale Francescon

Dale Francescon

   

President and Director of Casa Acquisition Corp., as the sole Member of UCP, LLC, as the sole Member of the co-Registrant

(Co-Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer, Secretary and Director of Casa Acquisition Corp., as the sole Member of UCP, LLC, as the sole Member of the co-Registrant

(Principal Financial and Accounting Officer)

   October 26, 2017

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on October 26, 2017.

 

EACH OF THE CO-REGISTRANTS LISTED ON SCHEDULE VII TO THE SIGNATURE PAGES
By:   

/s/ Dustin L. Bogue

 

Dustin L. Bogue

Manager

By:   

/s/ David L. Messenger

 

David L. Messenger

Manager

By:   

/s/ W. Allen Bennett

 

W. Allen Bennett

Manager

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dustin L. Bogue as his true and lawful attorney-in-fact and agent, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Dustin L. Bogue

Dustin L. Bogue

   

President and Manager

(Principal Executive Officer)

   October 26, 2017

/s/ David L. Messenger

David L. Messenger

   

Chief Financial Officer, Treasurer and Manager

(Principal Financial and Accounting Officer)

   October 26, 2017

/s/ W. Allen Bennett

W. Allen Bennett

   

Secretary, General Counsel and Manager

   October 26, 2017

Table of Contents

Schedule I—co-Registrants:

 

•   CCC HOLDINGS, LLC

 

•   CENTURY COMMUNITIES OF GEORGIA, LLC

 

•   CENTURY COMMUNITIES OF UTAH, LLC

 

•   CENTURY COMMUNITIES SOUTHEAST, LLC

 

•   CENTURY GROUP LLC

 

•   HOMETOWN SOUTH, LLC

 

•   WESTOWN CONDOMINIUMS, LLC

 

•   WESTOWN TOWNHOMES, LLC

Table of Contents

Schedule II—co-Registrants:

 

•   CENTURY COMMUNITIES OF NEVADA, LLC

 

•   CENTURY LAND HOLDINGS OF TEXAS, LLC

 

•   CENTURY LAND HOLDINGS OF UTAH, LLC

 

•   PARK 5TH AVENUE DEVELOPMENT CO., LLC

 

•   CENTENNIAL HOLDING COMPANY LLC

Table of Contents

Schedule III—co-Registrants:

 

•   CCG CONSTRUCTORS LLC

 

•   CCG REALTY GROUP LLC

Table of Contents

Schedule IV—co-Registrants:

 

•   CENTURY COMMUNITIES OF NEVADA REALTY, LLC

 

•   CENTURY RHODES RANCH GC, LLC

 

•   CENTURY TUSCANY GC, LLC

 

•   NEIGHBORHOOD ASSOCIATIONS GROUP, LLC

Table of Contents

Schedule V—co-Registrants:

 

•   AUGUSTA POINTE, LLC

 

•   AVALON AT INVERNESS, LLC

 

•   AVR A, LLC

 

•   AVR B, LLC

 

•   AVR C, LLC

 

•   BEACON POINTE, LLC

 

•   BLACKSTONE HOMES, LLC

 

•   BRADBURN VILLAGE HOMES, LLC

 

•   CCH HOMES, LLC

 

•   CENTRAL PARK ROWHOMES, LLC

 

•   CENTURY AT ASH MEADOWS, LLC

 

•   CENTURY AT BEACON POINTE, LLC

 

•   CENTURY AT CALEY, LLC

 

•   CENTURY AT CANDELAS, LLC

 

•   CENTURY AT CAROUSEL FARMS, LLC

 

•   CENTURY AT CLAREMONT RANCH, LLC

 

•   CENTURY AT COMPARK VILLAGE NORTH, LLC

 

•   CENTURY AT COMPARK VILLAGE SOUTH, LLC

 

•   CENTURY AT FOREST MEADOWS, LLC

 

•   CENTURY AT HARVEST MEADOWS, LLC

 

•   CENTURY AT LANDMARK, LLC

 

•   CENTURY AT LITTLETON VILLAGE, LLC

 

•   CENTURY AT LOR, LLC

 

•   CENTURY AT LOWRY, LLC

 

•   CENTURY AT MARVELLA, LLC

 

•   CENTURY AT MAYFIELD, LLC

 

•   CENTURY AT MIDTOWN, LLC

 

•   CENTURY AT MILLENNIUM, LLC

 

•   CENTURY AT MURPHY CREEK, LLC

 

•   CENTURY AT OAK STREET, LLC

 

•   CENTURY AT OBSERVATORY HEIGHTS, LLC

 

•   CENTURY AT OUTLOOK, LLC

 

•   CENTURY AT SALISBURY HEIGHTS, LLC

 

•   CENTURY AT SOUTHSHORE, LLC
•   CENTURY AT STERLING RANCH, LLC

 

•   CENTURY AT TERRAIN, LLC

 

•   CENTURY AT THE GROVE, LLC

 

•   CENTURY AT THE MEADOWS, LLC

 

•   CENTURY AT VISTA RIDGE, LLC

 

•   CENTURY AT WILDGRASS, LLC

 

•   CENTURY AT WOLF RANCH, LLC

 

•   CENTURY CITY, LLC

 

•   CENTURY LAND HOLDINGS II, LLC

 

•   CHERRY HILL PARK, LLC

 

•   COTTAGES AT WILLOW PARK, LLC

 

•   ENCLAVE AT BOYD PONDS, LLC

 

•   ENCLAVE AT CHERRY CREEK, LLC

 

•   ESTATES AT CHATFIELD FARMS, LLC

 

•   HEARTH AT OAK MEADOWS, LLC

 

•   HOMETOWN, LLC

 

•   LAKEVIEW FORT COLLINS, LLC

 

•   MADISON ESTATES, LLC

 

•   MERIDIAN RANCH, LLC

 

•   MONTECITO AT RIDGEGATE, LLC

 

•   RESERVE AT HIGHPOINTE ESTATES, LLC

 

•   RESERVE AT THE MEADOWS, LLC

 

•   SADDLE ROCK GOLF, LLC

 

•   SADDLEBACK HEIGHTS, LLC

 

•   STETSON RIDGE HOMES, LLC

 

•   THE RETREAT AT RIDGEGATE, LLC

 

•   THE VISTAS AT NOR’WOOD, LLC

 

•   THE WHEATLANDS, LLC

 

•   VENUE AT ARISTA, LLC

 

•   VERONA ESTATES, LLC

 

•   VILLAS AT HIGHLAND PARK, LLC

 

•   VILLAS AT MURPHY CREEK, LLC

 

•   WATERSIDE AT HIGHLAND PARK, LLC

 

•   WILDGRASS, LLC
 

Table of Contents

Schedule VI—co-Registrants:

 

•   UCP CHATEAU GROVE, LLC

 

•   UCP KERMAN, LLC

 

•   UCP QUAIL RUN, LLC

Table of Contents

Schedule VII—co-Registrants:

 

•   BENCHMARK BUILDERS NORTH CAROLINA, LLC

 

•   BENCHMARK COMMUNITIES, LLC

 

•   BENCHMARK MADERA I, LLC

 

•   BMC CARNATION, LLC

 

•   BMC CORNERSTONE II RIPON, LLC

 

•   BMC EAST GARRISON, LLC

 

•   BMC EG BLUFFS, LLC

 

•   BMC EG BUNGALOW, LLC

 

•   BMC EG COURTYARDS, LLC

 

•   BMC EG GARDEN, LLC

 

•   BMC EG GROVE, LLC

 

•   BMC EG TOWNS, LLC

 

•   BMC EG VILLAGE, LLC

 

•   BMC HEIGHTS, LLC

 

•   BMC MEADOWOOD II, LLC

 

•   BMC PINE RIDGE, LLC

 

•   BMC PROMISE WAY, LLC

 

•   BMC RANCHO ETIWANDA, LLC

 

•   BMC RED HAWK, LLC

 

•   BMC ROSEMEAD, LLC
•   BMC SAGEWOOD, LLC

 

•   BMC SAGEWOOD 40S, LLC

 

•   BMC SAGEWOOD 60S, LLC

 

•   BMC SHIELDS LOCAN, LLC

 

•   BMC STEIN, LLC

 

•   BMC TOUCHSTONE, LLC

 

•   BMC WOOD RANCH, LLC

 

•   BMCH CALIFORNIA, LLC

 

•   BMCH NORTH CAROLINA, LLC

 

•   BMCH TENNESSEE, LLC

 

•   BMCH WASHINGTON, LLC

 

•   UCP BARCLAY III, LLC

 

•   UCP EAST GARRISON, LLC

 

•   UCP HILLCREST HOLLISTER, LLC

 

•   UCP JOVITA, LLC

 

•   UCP MEADOWOOD III, LLC

 

•   UCP SAGEWOOD, LLC

 

•   UCP SANTA ANA HOLLISTER, LLC

 

•   UCP SOLEDAD, LLC

 

•   UCP TAPESTRY, LLC
 
 EX-3.15 2 d446145dex315.htm EX-3.15 EX-3.15

Exhibit 3.15

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:16 PM 02/04/2014

FILED 12:16 PM 02/04/2014

SRV 140129850 – 5477286 FILE

    

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Meridale, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 4th day of February, 2014.

 

By:   /s/ James F. Mosier                        
  Authorized Person(s)
Name:   James F. Mosier

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:39 PM 08/29/2014

FILED 12:11 PM 08/29/2014

SRV 141125116 – 5477286 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: BMC Meridale, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

 

Change name to Benchmark Builders North Carolina, LLC

 

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 28th day of August, A.D. 2014.

 

By:  

/s/ W. Allen Bennett

  Authorized Person(s)
Name:  

W. Allen Bennett

Vice President, General Counsel

  Print or Type
 
 
EX-3.16 3 d446145dex316.htm EX-3.16 EX-3.16

Exhibit 3.16

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BENCHMARK BUILDERS NORTH CAROLINA, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BENCHMARK BUILDERS NORTH CAROLINA, LLC (the “Company”) is made and entered into as of this 29th day of August, 2014, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “Benchmark Builders North Carolina, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BENCHMARK BUILDERS NORTH CAROLINA, LLC, SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

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acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC
a Delaware limited liability company
By:  

/s/ William J. LaHerran

Name: William J. LaHerran
Title: Chief Financial Officer

 

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EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units    Ownership
Interest		  

UCP, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

    100      100 % 
  

 

   

 

 

  

TOTAL:

    100      100 % 
  

 

   

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President and CEO
William J. LaHerran    Chief Financial Officer
W. Allen Bennett    Vice President and General Counsel
 EX-3.17 4 d446145dex317.htm EX-3.17 EX-3.17

Exhibit 3.17

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:31 PM 09/28/2010

FILED 02:31 PM 09/28/2010

SRV 100948526 – 4878429 FILE

State of Delaware

Limited Liability Company

Certificate of Formation

Of

Benchmark Communities, LLC

First: The name of the limited liability company is Benchmark Communities, LLC.

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, zip code 19808. The name of the Registered agent at such address is Corporation Service Company.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 27th day of September 2010.

 

/s/ James F. Mosier

 

James F. Mosier, Secretary

 EX-3.18 5 d446145dex318.htm EX-3.18 EX-3.18

Exhibit 3.18

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BENCHMARK COMMUNITIES, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Benchmark Communities, LLC (the “Company”) is made and entered into as of this 29th day of September 2010, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “Benchmark Communities, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, CA 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

6. Members.

A. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

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B. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

C. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

D. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

A. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.E below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

 

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B. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

C. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

D. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

E. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.E may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

F. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

G. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

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(i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

(ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

A. the written consent of sole Member;

B. any event which makes it unlawful for the business of the Company to be carried on;

C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BENCHMARK COMMUNITIES, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

 

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13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

A. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is

otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

B. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

C. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation

 

5

or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

D. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

E. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

F. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

G. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

 

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H. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC, a Delaware limited liability company
By:  

/s/ James F. Mosier

Name:   James F. Mosier
Title:   Secretary

 

   S-1    Limited Liability Company Agreement

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC* Original Member*

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS:

John R. Hart, Chairman

Maxim C. W. Webb

INITIAL OFFICERS:

 

Name    Title
John R. Hart    Chairman and CEO
Dustin L. Bogue    President and COO
William J. La Herran    Chief Financial Officer
Maxim C. W. Webb    Vice President and Treasurer
James F. Mosier    Secretary
 EX-3.19 6 d446145dex319.htm EX-3.19 EX-3.19

Exhibit 3.19

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:03 PM 12/14/2010

FILED 03:03 PM 12/14/2010

SRV 101188206 – 4913427 FILE

      

State of Delaware

Limited Liability Company

Certificate of Formation

Of

BENCHMARK MADERA I, LLC

First: The name of the limited liability company is Benchmark Madera I, LLC.

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, zip code 19808. The name of the Registered Agent at such address is Corporation Service Company.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 14th day of December, 2010.

 

/s/ James F. Mosier

James F. Mosier, Secretary
 EX-3.20 7 d446145dex320.htm EX-3.20 EX-3.20

Exhibit 3.20

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BENCHMARK MADERA I, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Benchmark Madera I, LLC (the “Company”) is made and entered into as of this 15th day of December 2010, by Benchmark Communities, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “Benchmark Madera I, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, CA 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

6. Members.

A. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

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B. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

C. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

D. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

A. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.E below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

 

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B. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

C. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

D. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

E. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.E may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

F. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

G. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

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  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BENCHMARK MADERA I, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

 

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13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

A. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

B. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

C. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation

 

5

or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

D. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

E. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

F. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

G. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

H. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

 

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16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

Benchmark Communities, LLC,

a Delaware limited liability company

 

By:  

/s/ William J. La Herran

Name:   William J. La Herran
Title:   Chief Financial Officer

 

 

   S-1    Limited Liability Company Agreement

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

Benchmark Communities, LLC, 6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

BENCHMARK MADERA I, LLC

MANAGING BOARD

Dustin L. Bogue, Chairman

William J. La Herran

Scott Schilling

OFFICERS

 

Scott Schilling

Jeffrey Cooks

William J. La Herran

   

President

Vice President

Chief Financial Officer

12/15/2010

EX-3.23 8 d446145dex323.htm EX-3.23 EX-3.23

Exhibit 3.23

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:09 AM 12/23/2013

FILED 11:09 AM 12/23/2013

SRV 131465178 – 5455313 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Carnation, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 23 day of December, 2013.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:   James F. Mosier
 EX-3.24 9 d446145dex324.htm EX-3.24 EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC CARNATION,, LLC

THIS LIMITED LIABILITY OPERATING COMPANY AGREEMENT (this “Agreement”) of BMC Carnation, LLC (the “Company”) is made and entered into as of this 23rd day of December, 2013, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Carnation, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC CARNATION, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

 

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.25 10 d446145dex325.htm EX-3.25 EX-3.25

Exhibit 3.25

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:44 PM 10/07/2014

FILED 01:36 PM 10/07/2014

SRV 141265742 - 5616812 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Cornerstone II Ripon, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centervlle Road, Suite 400 in the City of Wilmington. Zip code 19608. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 7th day of October, 2014.

 

By:  

/s/ W. Allen Bennett

  Authorized Person (s)
Name:  

W. Allen Bennett, Vice President,

  General Counsel and Member of
  Managing Board
 EX-3.26 11 d446145dex326.htm EX-3.26 EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC CORNERSTONE II RIPON, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC Cornerstone II Ripon, LLC (the “Company”) is made and entered into as of this 7th day of October, 2014 by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Cornerstone II Ripon, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member (s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC CORNERSTONE II RIPON, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH California, LLC

a Delaware limited liability company

By: /s/ William J. La Herran                                        
Name: William J. La Herran
Title: Chief Financial Officer

 

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH CALIFORNIA, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. La Herran

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President and Chief Executive Officer
William J. La Herran    Chief Financial Officer and Treasurer
W. Allen Bennett    Vice President, General Counsel and Secretary
 EX-3.27 12 d446145dex327.htm EX-3.27 EX-3.27

Exhibit 3.27

 

         

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:39 PM 01/05/2011

FILED 01:39 PM 01/05/2011

SRV 110013698 - 4923243 FILE

State of Delaware

Limited Liability Company

Certificate of Formation

Of

UCP Cerro Verde, LLC

First: The name of the limited liability company is UCP Cerro Verde, LLC.

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, zip code 19808. The name of the Registered Agent at such address is Corporation Service Company.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 5th day of January, 2011.

 

/s/ James F. Mosier

James F. Mosier, Secretary

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:03 AM 08/29/2012

FILED 11:03 AM 08/29/2012

SRV 120981387 - 4923243 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: UCP Cerro Verde, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

 

The name of the limited liability company shall be BMC East Garrison, LLC.

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 29th day of August, A.D. 2012.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:  

James F. Mosier

  Print or Type
 EX-3.28 13 d446145dex328.htm EX-3.28 EX-3.28

Exhibit 3.28

AMENDED LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC EAST GARRISON, LLC

THIS AMENDED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC East Garrison, LLC (the “Company”) is made and entered into as of this 4th day of September, 2012, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC East Garrison, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC EAST GARRISON, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

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acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

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EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH California, LLC, Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

BOARD OF MANAGERS

Dustin L. Bogue, Chairman

William J. LaHerran

OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
 EX-3.29 14 d446145dex329.htm EX-3.29 EX-3.29

Exhibit 3.29

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:10 PM 03/03/2015

FILED 03:53 PM 03/03/2015

SRV 150307953 - 5703104 FILE

    

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC EG Bluffs, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 3rd day of March, 2015.

 

By:  

/s/ W. Allen Bennett

  Authorized Person (s)
Name:  

W. Allen Bennett

  Vice President, General Counsel
 EX-3.30 15 d446145dex330.htm EX-3.30 EX-3.30

Exhibit 3.30

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC EG BLUFFS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC EG Bluffs, LLC (the “Company”) is made and entered into as of this 3rd day of March, 2015 by BMC East Garrison, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC EG Bluffs, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC EG BLUFFS, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC EAST GARRISON, LLC,

a Delaware limited liability company

By:  

/s/ William J. La Herran

Name: William J. La Herran
Title: Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC EAST GARRISON, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. La Herran

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President and Chief Executive Officer
William J. La Herran    Chief Financial Officer and Treasurer
W. Allen Bennett    Corporate Vice President, General Counsel and Secretary
 EX-3.31 16 d446145dex331.htm EX-3.31 EX-3.31

Exhibit 3.31

State of Delaware        

Secretary of State        

Division of Corporations    

Delivered 06:31 PM 10/24/2012

FILED 06:31 PM 10/24/2012    

SRV 121163785 – 5232668 FILE  

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC EG Bungalow, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 24th day of October, 2012.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name: James F. Mosier
 EX-3.32 17 d446145dex332.htm EX-3.32 EX-3.32

Exhibit 3.32

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC EG BUNGALOW, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC EG Bungalow, LLC (the “Company”) is made and entered into as of this 1st day of November, 2012, by BMC East Garrison, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC EG Bungalow, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC EG BUNGALOW, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC EAST GARRISON, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name: William J. LaHerran
Title: Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC EAST GARRISON, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.33 18 d446145dex333.htm EX-3.33 EX-3.33

Exhibit 3.33

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:38 PM 11/19/2014

FILED 03:37 PM 11/19/2014

SRV 141432215 – 5642972 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC EG Courtyards, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 19th day of November, 2014.

 

By:  

/s/ W. Allen Bennett

  Authorized Person (s)
Name:  

W. Allen Bennett, Vice President,

  General Counsel and Member of Managing Board
 EX-3.34 19 d446145dex334.htm EX-3.34 EX-3.34

Exhibit 3.34

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC EG COURTYARDS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC EG Courtyards, LLC (the “Company”) is made and entered into as of this 19th day of November, 2014 by BMC East Garrison, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC EG Courtyards, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC EG COURTYARDS, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC EAST GARRISON, LLC

a Delaware limited liability company

By:  

/s/ William J. La Herran

Name:   William J. La Herran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC EAST GARRISON, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. La Herran

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President and Chief Executive Officer
William J. La Herran    Chief Financial Officer and Treasurer
W. Allen Bennett    Vice President, General Counsel and Secretary
 EX-3.35 20 d446145dex335.htm EX-3.35 EX-3.35

Exhibit 3.35

State of Delaware        

Secretary of State        

Division of Corporations    

Delivered 11:46 AM 12/18/2012

FILED 11:46 AM 12/18/2012    

SRV 121355674 – 5260969 FILE  

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC EG Garden, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, #400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 18th day of December, 2012.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:   James F. Mosier
 EX-3.36 21 d446145dex336.htm EX-3.36 EX-3.36

Exhibit 3.36

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC EG GARDEN, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC EG Garden, LLC (the “Company”) is made and entered into as of this 18th day of December, 2012, by BMC East Garrison, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC EG Garden, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC EG GARDEN, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC EAST GARRISON, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC EAST GARRISON, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.37 22 d446145dex337.htm EX-3.37 EX-3.37

Exhibit 3.37

 

    State of Delaware
    Secretary of state
    Division or Corporations
    Delivered 06:25 PM 10/24/2012
    FILED 06:25 PM 10/24/2012
    SRV 121163752 - 5232667 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC EG Grove, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective dale of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 24th day of October, 2012.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:   James F. Mosier
 EX-3.38 23 d446145dex338.htm EX-3.38 EX-3.38

Exhibit 3.38

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC EG GROVE, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC EG Grove, LLC (the “Company”) is made and entered into as of this 25th day of October, 2012, by BMC East Garrison, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC EG Grove, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC EG GROVE, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

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acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC EAST GARRISON, LLC
a Delaware limited liability company
By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

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EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC East Garrison, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue

   

President

William J. LaHerran

   

Chief Financial Officer

James W. Fletcher

   

Chief Operating Officer

 EX-3.39 24 d446145dex339.htm EX-3.39 EX-3.39

Exhibit 3.39

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:01 PM 04/22/2013

FILED 07:01 PM 04/22/2013

SRV 130467914 – 5323219 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC EG Towns, LLC    

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)    

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 22nd day of April, 2013.

 

By:  

/s/ James F. Mosier

          Authorized Person (s)
Name:   James F. Mosier
 EX-3.40 25 d446145dex340.htm EX-3.40 EX-3.40

Exhibit 3.40

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC EG TOWNS, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC EG Towns, LLC (the “Company”) is made and entered into as of this 25th day of April, 2013, by BMC East Garrison, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC EG Towns, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

A. the written consent of sole Member;

B. any event which makes it unlawful for the business of the Company to be carried on;

C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC EG TOWNS, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC EAST GARRISON, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC East Garrison, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.41 26 d446145dex341.htm EX-3.41 EX-3.41

Exhibit 3.41

 

        State of Delaware

        Secretary of State

    Division of Corporations

Delivered 06:28 PM 10/24/2012

    FILED 06:28 PM 10/24/2012

SRV 121163766 – 5232672 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC EG Village, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 24th day of October, 2012.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:   James F. Mosier
 EX-3.42 27 d446145dex342.htm EX-3.42 EX-3.42

Exhibit 3.42

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC EG VILLAGE, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC EG Village, LLC (the “Company”) is made and entered into as of this 25th day of October, 2012, by BMC East Garrison, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC EG Village, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member, shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC EG VILLAGE, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC EAST GARRISON, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC East Garrison, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.43 28 d446145dex343.htm EX-3.43 EX-3.43

Exhibit 3.43

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:58 PM 07/18/2014

FILED 04:45 PM 07/18/2014

SRV 140973227 – 5571489 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Heights, LLC    

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 18th day of July, 2014.

 

By:  

/s/ Allen Bennett

          Authorized Person (s)
Name:   Allen Bennett
 EX-3.44 29 d446145dex344.htm EX-3.44 EX-3.44

Exhibit 3.44

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC HEIGHTS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC Heights, LLC (the “Company”) is made and entered into as of this 18th day of July, 2014 by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Heights, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC HEIGHTS, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE

UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

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acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ W. Allen Bennett

Name:   W. Allen Bennett
Title:   Vice President, General Counsel

 

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EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH CALIFORNIA, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, California 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. La Herran

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President and Chief Executive Officer
William J. La Herran    Chief Financial Officer and Treasurer
W. Allen Bennett    Vice President, General Counsel and Secretary
 EX-3.45 30 d446145dex345.htm EX-3.45 EX-3.45

Exhibit 3.45

 

        State of Delaware

        Secretary of State

    Division or Corporations

  Delivered 05:50 PM 04/08/2013

    FILED 05:50 PM 04/08/2013

SRV 130412303 - 5315984 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Meadowood II, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                 .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

         

In Witness Whereof, the undersigned have executed this Certificate of Formation this 8th day of April, 2013.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:   James F. Mosier
 EX-3.46 31 d446145dex346.htm EX-3.46 EX-3.46

Exhibit 3.46

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC MEADOWOOD II, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC Meadowood II, LLC (the “Company”) is made and entered into as of this 9th day of April, 2013, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Meadowood II, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information; opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC MEADOWOOD II, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name: William J. LaHerran
Title: Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH California, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 

TOTAL:

      100        100 % 

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue, Chairman

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue

   

President

William J. LaHerran

   

Chief Financial Officer

James W. Fletcher

   

Chief Operating Officer

 EX-3.47 32 d446145dex347.htm EX-3.47 EX-3.47

Exhibit 3.47

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Pine Ridge, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Rd, #400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is         .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 19th day of August, 2013.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:   James F. Mosier

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:17 AM 08/19/2013

FILED 10:17 AM 08/19/2013

SRV 131000755 - 5385034 FILE

 EX-3.48 33 d446145dex348.htm EX-3.48 EX-3.48

Exhibit 3.48

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC PINE RIDGE, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC Pine Ridge, LLC (the “Company”) is made and entered into as of this 19th day of August, 2013, by BMCH CALIFORNIA, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Pine Ridge, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC PINE RIDGE, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH California, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.49 34 d446145dex349.htm EX-3.49 EX-3.49

Exhibit 3.49

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:54 PM 12/19/2013

FILED 06:54 PM 12/19/2013

SRV 131455705 – 5454649 FILE

    

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Promise Way, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 19 day of December, 2013.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:   James F. Mosier
 EX-3.50 35 d446145dex350.htm EX-3.50 EX-3.50

Exhibit 3.50

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC PROMISE WAY, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC Promise Way, LLC (the “Company”) is made and entered into as of this 7thth day of January, 2014, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Promise Way, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC PROMISE WAY, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assinments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent, entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH California, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.51 36 d446145dex351.htm EX-3.51 EX-3.51

Exhibit 3.51

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:52 PM 04/14/2014

FILED 05:52 PM 04/14/2014

SRV 140469303 – 5516711 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Rancho Etiwanda, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Rd, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 14th day of April, 2014.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:   James F. Mosier
 EX-3.52 37 d446145dex352.htm EX-3.52 EX-3.52

Exhibit 3.52

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC RANCHO ETIWANDA, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC Rancho Etiwanda, LLC (the “Company”) is made and entered into as of this 14th day of April, 2014 by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act” ) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Rancho Etiwanda, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC RANCHO ETIWANDA, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH California, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH CALIFORNIA, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President and CEO
William J. LaHerran    Chief Financial Officer
W. Allen Bennett    Vice President and General Counsel

 

 EX-3.53 38 d446145dex353.htm EX-3.53 EX-3.53

Exhibit 3.53

3497127

 

   

ENDORSED - FILED

in the office of the Secretary of State

of the State of California

AUG 14 2012

ARTICLES OF INCORPORATION

OF

BMC REALTY ADVISORS, INC

I: The name of the corporation (hereinafter referred to as the “corporation”) is:

BMC REALTY ADVISORS, INC

II: The existence of the corporation is perpetual.

III: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California, other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

IV: The name of the corporation’s initial agent for service of process within the State of California in accordance with the provisions of subdivision (b) of Section 1502 of the Corporations Code of the State of California is Corporation Service Company which will do business in California as CSC-Lawyers Incorporating Service.

V: The total number of shares which the corporation is authorized to issue is 1500, all of which are of one class and have a par value of $0.00 each, and all of which are Common shares.

Signed August 14, 2012

 

Corporation Service Company, Incorporator
BY: /s/ Tracy Tuyen
Tracy Tuyen, Assistant Secretary

  LOGO   I hereby certify that the foregoing transcript of         page(s) is a full true and correct copy of the original record in the custody of the california Secretary of State’s office
    AUG 14 2012
  Date:  

 

    /s/ Debra Bowen
    DEBRA BOWEN, Secretary of State
 EX-3.54 39 d446145dex354.htm EX-3.54 EX-3.54

Exhibit 3.54

AMENDED AND RESTATED BYLAWS OF

BMC REALTY ADVISORS, INC.

This Amended and Restated Bylaws hereby fully amends and restates in their entirety those certain Bylaws of BMC Realty Advisors, Inc., which were entered into effective as of August 14, 2012 (the “Old Bylaws”).

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as party paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of the fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by the registered holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in

 

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the State of California, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or ‘‘share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7. STOCKHOLDER MEETINGS.

a. TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

b. PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of California, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of California.

 

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c. CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

d. NOTICE OR WAIYER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not Jess than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at such stockholder’s record address or at such other address which such stockholder may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by such stockholder before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

e. STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of the stockholders.

 

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f. CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairperson to be chosen by the stockholders. The Secretary of the corporation, or in such Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the chairperson of the meeting shall appoint a secretary of the meeting.

g. PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by such stockholder’s attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

h. INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, county and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors. Except as may otherwise be required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

i. QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

J. VOTING. Each share of stock shall entitle the holder thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

 

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8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the General Corporation Law may otherwise require, any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of California. The initial Board of Directors shall consist of three (3) persons. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be three (3). The number of directors may be increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the numbers thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

 

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4. MEETINGS.

a. TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

b. PLACE. Meetings shall be held at such place within or without the State of California as shall be fixed by the Board.

c. CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any, of the President, or of a majority of the directors in office.

d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by such director or member before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

e. QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

 

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f. CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairperson of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any power or authority the delegation of which is prohibited by Section 14I of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairperson of the Board, a Vice-Chairperson of the Board, an Executive Vice-President, one or more other Vice- Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing such officer, no officer other than the Chairperson or Vice-Chairperson of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor shall have been chosen and qualified.

 

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All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meeting and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to such Secretary or Assistant Secretary. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of BMC Realty Advisors, Inc., a California corporation, as in effect on the date hereof.

 

Dated: October 5, 2016      

/s/ W. Allen Bennett

      W. Allen Bennett
      Vice President, Secretary and General Counsel
      BMC Realty Advisors, Inc.

 

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EX-3.55 40 d446145dex355.htm EX-3.55 EX-3.55

Exhibit 3.55

State of Delaware

Limited Liability Company

Certificate of Formation

Of

Benchmark Cerro Verde, LLC

First: The name of the limited liability company is Benchmark Cerro Verde, LLC.

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, zip code 19808. The name of the Registered Agent at such address is Corporation Service Company.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 6th day of January, 2011.

 

/s/ James F. Mosier
James F. Mosier, Secretary

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:12 PM 01/06/2011

FILED 07:12 PM 01/06/2011

SRV 110020604 – 4924156 FILE

      

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:56 AM 08/08/2012

FILED 11:56 AM 08/08/2012

SRV 120916406 - 4924156 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: Benchmark Cerro Verde, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

 

The name of the limited liability company is BMC Red Hawk, LLC.

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 8th day of August, A.D. 2012.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:  

James F. Mosier

  Print or Type
 EX-3.56 41 d446145dex356.htm EX-3.56 EX-3.56

Exhibit 3.56

AMENDED LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC RED HAWK, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC Red Hawk, LLC (the “Company”) is made and entered into as of this 9th day of August, 2012, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Red Hawk, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC RED HAWK, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH California, LLC, Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

BOARD OF MANAGERS

Dustin L. Bogue, Chairman

William J. LaHerran

OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer

 

 EX-3.57 42 d446145dex357.htm EX-3.57 EX-3.57

Exhibit 3.57

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:35 PM 06/16/2015

FILED 03:22 PM 06/16/2015

SRV 150928561 – 5767585 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Rosemead, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution. “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 16th day of June, 2015.

 

By:  

/s/ W. Allen Bennett

  Authorized Person(s)
Name:  

W. Allen Bennett

  Vice President, General Counsel

 

 EX-3.58 43 d446145dex358.htm EX-3.58 EX-3.58

Exhibit 3.58

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC ROSEMEAD, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC Rosemead, LLC (the “Company”) is made and entered into as of this 16th day of June, 2015 by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Rosemead, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need there for is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC ROSEMEAD, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH California, LLC

a Delaware limited liability company

By:  

/s/ William J. La Herran

Name:   William J. La Herran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH CALIFORNIA, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. La Herran

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President and Chief Executive Officer
William J. La Herran    Chief Financial Officer and Treasurer
W. Allen Bennett    Vice President, General Counsel and Secretary
 EX-3.59 44 d446145dex359.htm EX-3.59 EX-3.59

Exhibit 3.59

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:59 PM 04/22/2013

FILED 06:59 PM 04/22/2013

SRV 130467913 - 5323227 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Sagewood, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .” )

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 22nd day of April, 2013.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name: James F. Mosier

 

 EX-3.60 45 d446145dex360.htm EX-3.60 EX-3.60

Exhibit 3.60

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC SAGEWOOD, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC Sagewood, LLC (the “Company”) is made and entered into as of this 13lh day of July, 2013, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Sagewood, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses: Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT
JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC SAGEWOOD, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

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acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

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EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH California, LLC, Original Member
6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.61 46 d446145dex361.htm EX-3.61 EX-3.61

Exhibit 3.61

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:45 PM 09/10/2013

FILED 12:45 PM 09/10/2013

SRV 131072650 - 5396669  FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Sagewood 40s, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company.    

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    .”)

Fourth: (Insert any other matters the members determine to include herein.)    

 

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 10th day of September, 2013.

 

By:  

/s/ James F. Mosier

      Authorized Person (s)
Name: James F. Mosier
 EX-3.62 47 d446145dex362.htm EX-3.62 EX-3.62

Exhibit 3.62

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC SAGEWOOD 40S, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC Sagewood 40s, LLC (the “Company”) is made and entered into as of this 17th day of September, 2013, by BMC Sagewood, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Sagewood 40s, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC SAGEWOOD 40S, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant, to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC SAGEWOOD, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC Sagewood, LLC, Original Member
99 Almaden Avenue, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer

 

 EX-3.63 48 d446145dex363.htm EX-3.63 EX-3.63

Exhibit 3.63

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:46 PM 09/10/2013

FILED 12:46 PM 09/10/2013

SRV 131072670 - 5396679 FILE

  

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Sagewood 60s, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company.

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 10th day of September, 2013.

 

By:  

James F. Mosier

  Authorized Person (s)
Name: James F. Mosier
 EX-3.64 49 d446145dex364.htm EX-3.64 EX-3.64

Exhibit 3.64

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC SAGEWOOD 60S, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC Sagewood 60s, LLC (the “Company”) is made and entered into as of this 17th day of September, 2013, by BMC Sagewood, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Sagewood 60s, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC SAGEWOOD 60S, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

    IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMC SAGEWOOD, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMC Sagewood, LLC, Original Member
99 Almaden Avenue, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.65 50 d446145dex365.htm EX-3.65 EX-3.65

Exhibit 3.65

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:31 AM 02/20/2014

FILED 10:31 AM 02/20/2014

SRV 140204293 - 5485480 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Shields Locan, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 20th day of February, 2014.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name: James F. Mosier
 EX-3.66 51 d446145dex366.htm EX-3.66 EX-3.66

Exhibit 3.66

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC SHIELDS LOCAN, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC Shields Locan, LLC (the “Company”) is made and entered into as of this 20th day of February, 2014, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Shields Locan, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC SHIELDS LOCAN, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

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acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

    IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

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EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH CALIFORNIA, LLC, Original Member
99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.67 52 d446145dex367.htm EX-3.67 EX-3.67

Exhibit 3.67

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:54 PM 09/16/2013

FILED 07:54 PM 09/16/2013

SRV 131094650 - 5399922 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Stein, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, #400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 16th day of September, 2013.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name: James F. Mosier

 

 EX-3.68 53 d446145dex368.htm EX-3.68 EX-3.68

Exhibit 3.68

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC STEIN, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC Stein, LLC (the “Company”) is made and entered into as of this 30th day of December, 2013, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Stein, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent, accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC STEIN, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name: William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH California, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.69 54 d446145dex369.htm EX-3.69 EX-3.69

Exhibit 3.69

 

    

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:51 PM 04/14/2014

FILED 05:51 PM 04/14/2014

SRV 140469245 - 5516630 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMC Touchstone, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Rd, # 400 in the City of Wilmington, Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 14th day of April, 2014.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:   James F. Mosier

    

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:40 PM 08/29/2014

FILED 11:29 AM 08/29/2014

SRV 141124830 - 5516630 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

 

1. The name of the limited liability company is BMC TOUCHSTONE, LLC

 

2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company.

 

By:  

/s/ W. Allen Bennett

  Authorized Person
Name:  

W. Allen Bennett, Vice President

  Print or Type

 

 EX-3.70 55 d446145dex370.htm EX-3.70 EX-3.70

Exhibit 3.70

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC TOUCHSTONE, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMC TOUCHSTONE, LLC (the “Company”) is made and entered into as of this 15th day of April, 2014, by BMCH CALIFORNIA, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Touchstone, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard,, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC TOUCHSTONE, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement,

    IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH CALIFORNIA, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:   William J. LaHerran
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH California, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. LaHerran    Chief Financial Officer
James W. Fletcher    Chief Operating Officer
 EX-3.71 56 d446145dex371.htm EX-3.71 EX-3.71

Exhibit 3.71

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:13 PM 05/06/2016

FILED 01:13 PM 05/06/2016

SR 20162911693 - File Number 6035396

CERTIFICATE OF FORMATION

OF

LIMITED LIABILITY COMPANY

FIRST. The name of the limited liability company is BMC Wood Ranch, LLC

SECOND. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its Registered Agent at such address is Corporation Service Company.

THIRD. (Use this paragraph only if the company is to have a specific effective date of dissolution.) The latest date on which the limited liability company is to dissolve is N/A.

FOURTH. (Insert any other matters the members determine to include herein) N/A

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of BMC Wood Ranch, LLC this 10th day March, 2016.

 

BY:  

/s/ James M. Pirrello

  Authorized Person(s)
NAME:  

James M. Pirrello

  (Type or Print Name)

 

 EX-3.72 57 d446145dex372.htm EX-3.72 EX-3.72

Exhibit 3.72

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMC WOOD RANCH, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC Wood Ranch, LLC (the “Company”) is made and entered into as of March 10, 2016, by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMC Wood Ranch, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses: Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMC WOOD RANCH, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

 

4

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

 

6

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH California, LLC
a Delaware limited liability company
By:  

/s/ James M. Pirrello

Name: James M. Pirrello
Title:   Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

BMCH CALIFORNIA, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

James M. Pirrello

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President and CEO
James M. Pirrello    Chief Financial Officer
W. Allen Bennett    Vice President and General Counsel
 EX-3.73 58 d446145dex373.htm EX-3.73 EX-3.73

Exhibit 3.73

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is Benchmark California, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Zip code 19808. The name of its Registered agent at such address is Corporation Service Company.

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 
 
 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 28th day of March, 2012.

 

By:   /s/ James F. Mosier                                           
  Authorized Person (s)
Name: James F. Mosier                                                 

 

RECEIVED

APR 02 2012

PICO HOLDINGS, INC.

LA JOLLA OFFICE

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:04 PM 03/28/2012

FILED 01:04 PM 03/28/2012

SRV 120365083 - 5132226 FILE

   

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:28 PM 04/09/2012

FILED 03:28 PM 04/09/2012

SRV 120409143 - 5132226 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: Benchmark California, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

 

The name of the limited liability company is BMCH California, LLC.

 
 
 
 
 

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 9th day of April, A.D. 2012.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:   James F. Mosier
  Print or Type

 

RECEIVED

APR 13 2012

PICO HOLDINGS, INC.

LA JOLLA OFFICE

   
EX-3.74 59 d446145dex374.htm EX-3.74 EX-3.74

Exhibit 3.74

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMCH CALIFORNIA, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMCH California, LLC (the “Company”) is made and entered into as of this 9th day of April, 2012, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMCH California, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need there for is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

  (ii) any attorney, independent accountant, valuation consultant, or other person as to mailers that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

 

3

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities’’ governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMCH CALIFORNIA, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall he binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas, Reg. §7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC
a Delaware limited liability company
By:   /s/ James F. Mosier
Name:   James F. Mosier
Title:   Secretary

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue    President
William J. La Herran    Chief Financial Officer
Scott Schilling    Chief Operating Officer
 EX-3.75 60 d446145dex375.htm EX-3.75 EX-3.75

Exhibit 3.75

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:21 PM 02/04/2014

FILED 12:21 PM 02/04/2014

SRV 140129904 - 5477253 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMCH North Carolina, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400 in the City of Wilmington, Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                 .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 
 
 

ln Witness Whereof, the undersigned have executed this Certificate of Formation this 4th day of February     , 2014.

 

By:   /s/ James F. Mosier
  Authorized Person (s)
Name:   James F. Mosier
 EX-3.76 61 d446145dex376.htm EX-3.76 EX-3.76

Exhibit 3.76

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMCH NORTH CAROLINA, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMCH North Carolina, LLC (the “Company”) is made and entered into as of this 4th day of February, 2014, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMCH North Carolina, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard,, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

A. the written consent of sole Member;

B. any event which makes it unlawful for the business of the Company to be carried on;

C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMCH NORTH CAROLINA, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

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acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC

a Delaware limited liability company

By:

  

/s/ William J. LaHerran

Name:

   William J. LaHerran

Title:

   Chief Financial Officer and Treasurer

 

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EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 

TOTAL:

      100        100 % 

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue

    President

William J. LaHerran

    Chief Financial Officer

James W. Fletcher

    Chief Operating Officer
 EX-3.77 62 d446145dex377.htm EX-3.77 EX-3.77

Exhibit 3.77

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:34 PM 02/04/2014

FILED 12:34 PM 02/04/2014

SRV 140129977 - 5477322 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is BMCH Tennessee, LLC                                                                                                

 

 

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, # 400                      in the City of Wilmington                        . Zip code 19808                 . The name of its Registered agent at such address is The Company Corporation                                                                                                                           

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                                                                  .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 4th              day of February         ,                      2014.

 

BY:

   /s/ James F. Mosier
  Authorized Person (s)

Name:

  

James F. Mosier

 EX-3.78 63 d446145dex378.htm EX-3.78 EX-3.78

Exhibit 3.78

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMCH TENNESSEE, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BMCH Tennessee, LLC (the “Company”) is made and entered into as of this 4th day of February, 2014, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMCH Tennessee, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMCH TENNESSEE, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC
a Delaware limited liability company
By:   /s/ William J. LaHerran
Name:   William J. LaHerran
Title:   Chief Financial Officer and Treasurer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

William J. LaHerran

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue

    President

William J. LaHerran

    Chief Financial Officer

James W. Fletcher

    Chief Operating Officer
 EX-3.79 64 d446145dex379.htm EX-3.79 EX-3.79

Exhibit 3.79

 

  

State of Delaware

Secretary of State

Division of Corporation

Delivered 06:16 PM 10/21/2016

FILED 06:16 PM 10/21/2016

SR 20166315520 - File Number 6189758

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.    The name of the limited liability company is BMCH Washington, LLC                                                                                               

                                                                                                                                                                                                                           .

2.    The Registered Office of the limited liability company in the State of Delaware is located at 2711 Centerville Road, Suite 400                                                                                               (street), in the City of Wilmington                                                           

                                     , Zip Code 19808                                                              . The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company                                         

                                                                                                                               .

 

By:

   /s/ James M. Pirrello
  Authorized Person

Name:

   James M. Pirrello
  Print or Type
 EX-3.80 65 d446145dex380.htm EX-3.80 EX-3.80

Exhibit 3.80

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

BMCH WASHINGTON, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMCH Washington, LLC (the “Company”) is made and entered into as of this 21st day of October, 2016 by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “BMCH Washington, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN BMCH WASHINGTON, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

BMCH Washington, LLC

a Delaware limited liability company

By:

  

/s/ James M. Pirrello

Name:

  

James M. Pirrello

Title:

  

Chief Financial Officer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 

TOTAL:

      100        100 % 

EXHIBIT B

INITIAL BOARD OF MANAGERS

Dustin L. Bogue

James M. Pirrello

W. Allen Bennett

INITIAL OFFICERS

 

Name

   

Title

Dustin L. Bogue

    President and Chief Executive Officer

James M. Pirrello

    Chief Financial Officer and Treasurer

W. Allen Bennett

    Vice President, General Counsel and Secretary
 EX-3.83 66 d446145dex383.htm EX-3.83 EX-3.83

Exhibit 3.83

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:46 PM 04/07/2017

FILED 03:46 PM 04/07/2017

SR 20172360097 - File Number 6355489

   

 

 

CERTIFICATE OF INCORPORATION

OF

CASA ACQUISITION CORP.

   

I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this certificate of incorporation and do hereby certify as follows:

FIRST. The name of the corporation is Casa Acquisition Corp.

SECOND. The address of the corporation’s registered office in the State of Delaware is c/o National Corporate Research, Ltd., 850 New Burton Road, Suite 201, in the city of Dover, County of Kent, 19904. The name of the registered agent at such address upon whom process against the corporation may be served is National Corporate Research, Ltd.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is 1,000. All such shares are to be Common Stock, par value of $0.01 per share, and are to be of one class.

FIFTH. The incorporator of the corporation is Barbara J. Cowell c/o Greenberg Traurig, LLP, whose mailing address is 1840 Century Park East, Suite 1900, Los Angeles, California 90067.

SIXTH. Unless and except to the extent that the bylaws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

SEVENTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and repeal the bylaws of the corporation, subject to the power of the stockholders of the corporation to alter or repeal any bylaw whether adopted by them or otherwise.

EIGHTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

NINTH. The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this certificate of incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this certificate of incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article Ninth.

TENTH. The powers of the incorporator are to terminate upon the filing of this certificate of incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the persons who are to serve as the initial directors of the corporation until the first annual meeting of stockholders of the corporation and until such directors’ successors are duly elected and qualified or until such directors’ earlier deaths, resignations or removals, are:

Dale Francescon

c/o Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

Robert J. Francescon

c/o Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

David L. Messenger

c/o Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

The undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is his act and deed on this the 7th day of April, 2017.

 

/s/ Barbara J. Cowell
Barbara J. Cowell
Incorporator

 

-2-

EX-3.84 67 d446145dex384.htm EX-3.84 EX-3.84

Exhibit 3.84

BYLAWS

OF

CASA ACQUISITION CORP.

 

 

ARTICLE I

Meetings of Stockholders

Section 1.01 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.02 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 1.03 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the record date for determining stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

Section 1.04 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 1.08 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 1.05 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.04 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of

directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.06 Organization. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.07 Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

Section 1.08 Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting and, unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for determining the stockholders entitled to vote at such meeting, the record date for determining the stockholders entitled to notice of such meeting shall also be the record date for determining the stockholders entitled to vote at such meeting; (b) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (c) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which

 

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notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for the stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 1.08 at the adjourned meeting.

Section 1.09 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.09 or to vote in person or by proxy at any meeting of stockholders.

Section 1.10 Action By Written Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

Section 1.11 Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any

 

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inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (a) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (b) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.12 Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person at the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and, if such presiding person should so determine, such presiding person shall so declare to the meeting, and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE II

Board of Directors

Section 2.01 Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

Section 2.02 Election; Resignation; Vacancies. The Board of Directors shall initially consist of the persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of stockholders and until his or her successor is duly elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold

 

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office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced and until his or her successor is elected and qualified.

Section 2.03 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

Section 2.04 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Section 2.05 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.06 Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.07 Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.08 Action by Unanimous Consent of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

ARTICLE III

Committees

Section 3.01 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of

 

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the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors or these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 3.02 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

Section 4.01 Executive Officers; Election; Qualifications; Term of Office, Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairperson of the Board and a Vice Chairperson of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as it shall from time to time deem necessary or desirable. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.02 Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.03 Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, for, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed for, in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.03 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or any Vice President.

 

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ARTICLE V

Stock

Section 5.01 Certificates. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by the Chairperson or Vice Chairperson of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. The corporation shall not have the power to issue a certificate in bearer form.

Section 5.02 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification

Section 6.01 Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, its participants or beneficiaries, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.03, the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 6.02 Prepayment of Expenses. The corporation shall to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

Section 6.03 Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article VI is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole

 

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or in part, shall be entitled to be paid the expense (including attorneys’ fees) of prosecuting such claim. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 6.04 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.05 Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit entity.

Section 6.06 Amendment or Repeal. Any amendment, repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

Section 6.07 Other Indemnification and Prepayment of Expenses. This Article VI shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VII

Miscellaneous

Section 7.01 Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.02 Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.03 Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice to directors may be given by telecopier, telephone or other means of electronic transmission.

Section 7.04 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.

Section 7.05 Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

 

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Section 7.06 Amendment of Bylaws. These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

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EX-3.95 68 d446145dex395.htm EX-3.95 EX-3.95

Exhibit 3.95

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Exhibit 3.97 Colorado Secretary of State E-filed Date and Time: 09/11/2017 04:08 PM Document must be filed electronically. ID dumber: 20171687484 Paper documents are not accepted. Fees & forms are subject to change. Document number: 20171687484 For more information or to print copies Amount Paid: $50.00 of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) The domestic entity name of the limited liability company is Centennial Holding Company LLC . (The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd”. See §7-90-601, C.R.S.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) 2. The principal office address of the limited liability company’s initial principal office is Street address 8390 E. Crescent Pankway (Street number and name) Suite 650 Centenniel CO 80111 (City) (State) (ZIP/Postal Code) United States (Province — if applicable) (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP/Postal Code) (Province — if applicable) (Country) 3. The registered agent name and registered agent address of the limited liability company’s initial registered agent are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) National Registered Agents, Inc. (Caution: Do not provide both an individual and an entity name.) Street address 7700E. Arapahoe Road (Street number and name) Suite 220 Centennial CO 80112-1268 (City) (State) (ZIP Code) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information)

4. The true name and mailing address of the person forming the limited liability company are Name (if an individual) (Last) (First) (Middle) (Suffix) Or ARTORG_LLC Page 1 of 3 Rev. 12/01/2012

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CO (City) (State) (ZIP Code) (The following statement is adopted by marking the box.) The person appointed as registered agent has consented to being so appointed. (if an entity) Century Communities, Inc. (Caution: Do not provide both an individual and an entity name.) Mailing address 8390 E. Crescent Parkway (Street number and name or Post Office Box information) Suite 650 Centennial CO 80101 (City) (State) (ZIP/Postal Code) United States. (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. The management of the limited liability company is vested in (Mark the applicable box.) I one or more managers. or the members. 6. (The following statement is adopted by marking the box) There is at least one member of the limited liability company. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. 8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are (mm/dd/yyyy hour:minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ARTORG_LLC Page 2 of 3 Rev. 12/01/2012

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This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Krishnan K. Harsha (Last) (First) (Middle) (Suffix) 1225 Seventeenth Street (Street number and name or Post Office Box information) Suite 2200 Denver CO 80202 (City) (State) (ZIP/Postal Code) United States. (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s). ARTORG_LLC Page 3 of 3 Rev. 12/01/2012

EX-3.96 69 d446145dex396.htm EX-3.96 EX-3.96

Exhibit 3.96

OPERATING AGREEMENT

FOR

CENTENNIAL HOLDING COMPANY LLC

a Colorado limited liability company

This OPERATING AGREEMENT is made and entered into effective as of September 11, 2017 (“Effective Date”), by and among CENTENNIAL HOLDING COMPANY LLC, a Colorado limited liability company (“Company”), and CENTURY COMMUNITIES, INC., a Delaware corporation (“Member” or “Managing Member”), as the sole member and in which management is vested.

WITNESSETH:

IT IS AGREED, in consideration of the promises, covenants, performance and mutual consideration herein as follows:

ARTICLE I.

FORMATION OF COMPANY

1.1. Articles of Organization. This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Statute”, codified in Colorado Revised Statutes §§7-80-101 et seq. as it may be amended from time to time) and pursuant to the ARTICLES OF ORGANIZATION filed with the Colorado Secretary of State on the Effective Date. The rights and obligations of the Company and the Member shall be provided in this Operating Agreement.

1.2. Conflict between Articles of Organization and this Operating Agreement. If there is any conflict between the provisions of the ARTICLES OF ORGANIZATION and this Operating Agreement, the terms of the ARTICLES OF ORGANIZATION shall control. To the extent permitted by the Statute, this Operating Agreement overrides inconsistent provisions of the Statute.

1.3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is: (i) asset ownership and leasing, including but not limited to the ownership and leasing of aircraft; and (ii) without limitation, engaging in any other lawful act or activity for which a limited liability company may be formed under the Statute. In order to carry out its purposes, the Company is empowered and authorized to do any and all acts and things appropriate, proper, advisable, incidental to, or convenient for the furtherance and accomplishment of its purpose and for the profits and benefits of the Company. The Company may qualify to conduct business in any jurisdiction that the Managing Member determines appropriate.

1.4. Tax Treatment. During such time as there is only one Member of the Company, the Company shall be treated as a disregarded entity for federal income tax purposes.

ARTICLE II.

CAPITAL CONTRIBUTIONS

2.1. Initial Contribution. The capital contributions to be made by the Member and with which the Company shall begin business are as follows:

 

Member Name    Contribution      Membership Interest  

CENTURY COMMUNITIES, INC.

    $ 1,000.00        100 % 

2.2. Additional Capital Contributions. No Member shall be required to make additional capital contributions. A Member may voluntarily make additional capital contributions to the Company.

2.3. Loans. The Company may, as determined by the Managing Member, borrow money from one or any Member, or third person upon such terms and conditions as the Managing Member shall determine in its sole discretion.

ARTICLE III.

ALLOCATION OF PROFIT AND LOSS; DISTRIBUTIONS

3.1. Allocations. All income, gains, losses, credits and deductions shall be allocated to and reported to the Member in accordance with the Member’s Membership Interest as a sole proprietor for federal income taxes.

3.2. Distributions. All distributable cash (as determined by the Managing Member) shall be distributed to the Member in proportion to its relative Membership Interest.

ARTICLE IV.

MANAGEMENT

4.1. Management by Managing Member. The business and affairs of the Company shall be managed exclusively by the Managing Member, The initial number of Managing Members shall be one (1) Managing Member, which shall be CENTURY COMMUNITIES, INC. The number of Managing Members may be changed by the vote or consent of the then-current Managing Member(s).

4.2. Rights, Powers and Duties of Managing Member. The rights, duties and responsibilities of the Managing Member shall be governed by the Statute. Such provisions are hereinafter incorporated into this Agreement by reference. Without limiting the generality of the foregoing, the Managing Member shall have the powers set forth in this Section.

(a) Management and Control of the Company. The Managing Member shall direct, manage and control the business of the Company to the best of such Managing Member’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Managing Member shall deem to be reasonably required in light of the Company’s business and objectives.

(1) No Member except one who shall also be a Managing Member may participate in or have any control over the Company business or have any authority or right to act for or bind the Company.

(2) The Managing Member may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property of the Company and for such other purposes as the Managing Member may determine and thereafter shall maintain such reserves in such amounts as the Managing Member deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Operating Agreement regarding any required disbursements.

(b) Authority of the Managing Member. The Managing Member for, and in the name and on behalf of the Company, is hereby authorized to:

(1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.;

(2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Managing Member may deem proper and to pay therefor such remuneration as the Managing Member may deem reasonable and appropriate;

 

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(3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property;

(4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Member may deem advisable or appropriate;

(5) sue and be sued, complain and defend in the name of and on behalf of the Company;

(6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property;

(8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company;

(9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement;

(10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company;

(11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property;

(12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

(c) Managing Member’s Certificate. Any person dealing with the Company or the Managing Member may rely upon a certificate signed by the Managing Member with respect to one or more of the following:

(1) the identity of any Managing Member or other Member hereof;

(2) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Managing Member or in any other manner germane to the affairs of the Company;

(3) the persons who are authorized to execute and deliver any instrument or document of the Company; or

(4) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.

 

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4.3. Officers. The Managing Member may appoint officers for Company (“Officers”). Officers shall perform the duties designated by the Managing Member and shall have those powers authorized by the Managing Member. Officers serve at the pleasure of the Managing Member, so the Managing Member may remove or replace any Officer at its Discretion. The following initial Officers for the Company are hereby appointed:

 

Name    Title

DALE FRANCESCON

    Co-Chief Executive Officer and President

ROBERT J. FRANCESCON

    Co-Chief Executive Officer and President

DAVID MESSENGER

    Vice President

Each Officer is authorized to sign any document on behalf of the Company.

ARTICLE V.

WITHDRAWAL OF A MEMBER

5.1. Withdrawal of a Member. For purposes of this Operating Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, has dissolved or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall automatically become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

5.2. Rights of Assignee. The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other members. However, if the Withdrawn Member was the sole member of the Company, then, in order to prevent dissolution of the Company pursuant to Section 7-80-801(1)(c) of the Statute, the Assignee of such Withdrawn Member shall automatically become a member of the Company effective as of the Withdrawal Event of such sole member.

ARTICLE VI.

DISSOLUTION

6.1. Dissolution. The Company shall be dissolved and its assets distributed as provided in the Statute, subject to the provisions of this Operating Agreement (see, e.g., §5.2 above).

ARTICLE VII.

MISCELLANEOUS PROVISIONS

7.1. Inurement. This Operating Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and each person entering into this Operating Agreement acknowledges that this Operating Agreement constitutes the sole and complete representation made to him or her regarding the Company, its purpose and business, and that no oral or written representations or warranties of any kind or nature have been made regarding the proposed investments, nor any promises, guarantees, or representations regarding income or profit to be derived from any future investment.

7.2. Modification. This Operating Agreement may be modified from time to time as necessary only by the written agreement of the Company, acting through the vote or consent of its Member(s).

 

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7.3. Severability. The provisions of this Operating Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be severed therefrom and shall remain in full force and effect.

7.4. Governing Law. This Operating Agreement and its terms are to be construed according to the laws of the State of Colorado.

7.5. Entire Agreement. This Operating Agreement sets forth the entire understanding and agreement of the parties concerning the Company and this Operating Agreement supersedes all prior understandings, agreements including any prior oral or written operating agreement) or representations by or between the parties, whether written or oral. The parties hereby release and discharge all liabilities with respect to prior discussions, negotiations and commitments.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the duly authorized representative of each party has read, understood, executed and acknowledged this Operating Agreement effective as of the Effective Date set forth above.

 

COMPANY:     CENTENNIAL HOLDING COMPANY LLC,
                a Colorado limited liability company
    By:  

Its Managing Member,

      CENTURY COMMUNITIES, INC.,
          a Delaware corporation

 

    By:  

/s/ David Messenger

      Name: David Messenger
      Title:   CFO

 

SOLE MEMBER & MANAGING MEMBER:     CENTURY COMMUNITIES, INC.,
   

        a Delaware corporation

    By:  

/s/ David Messenger

      Name: David Messenger
      Title:   CFO

Signature Page

 

 EX-3.111 70 d446145dex3111.htm EX-3.111 EX-3.111

Exhibit 3.111

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Exhibit 3.113 Colorado Secretary of State E-Filed Date and Time: 07/07/2017 05:42 PM Document must be filed electronically. ID Number: 20171522567 Paper documents are not accepted. Fees & forms are subject to change. Document number: 20171522567 For more information or to print copies Amount Paid: $50.00 of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name of the limited liability company is Century at Compark Village North, LLC . (The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd”. See §7-90-601, C.R.S.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) The principal office address of the limited liability company’s initial principal office is Street address 8390 E. Crescent Parkway (Street number and name) Suite 650 Greenwood Village CO 80111 (City) (State) (ZIP/Postal Code) United States (Province — if applicable) 3. (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP/Postal Code) (Province — if applicable) (Country) The registered agent name and registered agent address of the limited liability company’s initial registered agent are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) National Registered Agents, Inc. (Caution: Do not provide both an individual and an entity name.) Street address 7700 E. Arapahoe Road (Street number and name) Suite 220 Centenniel CO 80112-1268 (City) (State) (ZIP Code) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) ARTORG_LLC Page 1 of 3 Rev. 12/01/2012

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CO (City) (State) (ZIP Code) (The following statement is adopted by marking the box.) The person appointed as registered agent has consented to being so appointed. 4. The true name and mailing address of the person forming the limited liability company are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) Century Communities, Inc. (Caution: Do not provide both an individual and an entity name.) Mailing address 8390 E. Crescent Parkway (Street number and name or Post Office Box information) Suite 650 Greenwood Village CO 80111 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. 5. The management of the limited liability company is vested in (Mark the applicable box.) one or more managers. or the members. 6. (The following statement is adopted by marking the box) There is at least one member of the limited liability company. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are . (mm/dd/yyyy hour:minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ARTORG_LLC Page 2 of 3 Rev. 12/01/2012

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This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Krinhnan K. Harsha (Last) (First) (Middle) (Suffix) 1225 Seventeenth Street (Street number and name or Post Office Box information) Suite 2200 Denver CO 80202 (City) (State) (ZIP/Postal Code) United States. (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s). ARTORG_LLC Page 3 of 3 Rev. 12/01/2012

EX-3.112 71 d446145dex3112.htm EX-3.112 EX-3.112

Exhibit 3.112

OPERATING AGREEMENT

FOR

CENTURY AT COMPARK VILLAGE NORTH, LLC

a Colorado limited liability company

This OPERATING AGREEMENT is made and entered into as of July 7, 2017, by and among CENTURY AT COMPARK VILLAGE NORTH, LLC, a Colorado limited liability company (“Company”), CENTURY LAND HOLDINGS, LLC, a Colorado limited liability company, hereinafter referred to as the “Member”, and HORIZON BUILDING SERVICES, LLC, a Colorado limited liability company, hereinafter referred to as “Manager.” This Agreement supersedes all prior understandings, agreements (including any prior operating agreement), representations, warranties, arrangements, understandings and negotiations by or between the parties, whether written or oral.

WITNESSETH:

IT IS AGREED, in consideration of the promises, covenants, performance, and mutual consideration herein as follows:

ARTICLE I.

FORMATION OF COMPANY

1.1. Articles of Organization. This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY Act (the “Act”, codified in Colorado Revised Statues §7-80-101 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on July 7, 2017. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

1.2. Conflict between Articles of Organization and this Agreement. If there is any conflict between the provisions of the Articles of Organization and this Operating Agreement, the terms of the Articles of Organization shall control.

1.3. Purpose. The Company has been formed to acquire, finance, manage, improve, sell, transfer, convey, lease, exchange or otherwise dispose of, operate, encumber, and hold and otherwise deal in real and personal property of all kinds and securities, limited partnership interests, general partnership interests, corporate securities, promissory notes, choses in action and deeds of trust and other instruments from time to time, and to engage in any and all activities related or incidental thereto and to engage in any other business activities that it may lawfully do so in order to carry out its purposes, the Company is empowered and authorized to do any and all acts and things appropriate, proper, advisable, incidental to, or convenient for the furtherance and accomplishment of its purpose and for the profits and benefits of the Company.

1.4. Tax Treatment. During such time as there is only one Member of the Company, the Company shall be treated as a disregarded entity for federal income tax purposes.

ARTICLE II.

CAPITAL CONTRIBUTION

2.1. Initial Contribution. The capital contributions to be made by the Member and with which the Company shall begin business are as follows:

 

Member Name    Contribution      Membership Interest

Century Land Holdings, LLC

    $ 1,000.00      100%

2.2. Additional Capital Contributions. No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

2.3. Loans. The Company may, as determined by the Manager, borrow money from one or any Manager, Member, or third person upon such terms and conditions as the Manager shall determine in its sole discretion.

ARTICLE III.

ALLOCATION OF PROFIT AND LOSS;

DISTRIBUTIONS

3.1. Allocations. All income, gains, losses, credits and deductions shall be allocated to and reported to the Member in accordance with the Member’s Membership Interest as a sole proprietor for federal income taxes.

3.2. Distributions. All distributable cash (as determined by the Manager) shall be distributed to the Member in proportion to its relative Membership Interest.

ARTICLE IV.

MEMBERS

4.1. The rights, duties and responsibilities of the Member shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference.

4.2. No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers conferred on the Manager by this Agreement.

ARTICLE V.

MANAGER

5.1. Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 5.3 below.

5.2. Number of Managers. The initial number of Managers shall be one (1) Manager. The number of Managers may be changed by the vote or consent of the Member.

5.3. Rights, Powers and Duties of Manager. The business and affairs of the Company shall be managed exclusively by the Manager.

(a) Management and Control of the Company. The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

(1) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Agreement.

(2) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property

 

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of the Company and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Agreement regarding any required disbursements.

(b) Authority of the Manager. The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

(1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof;

(2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate;

(3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property;

(4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate;

(5) sue and be sued, complain and defend in the name of and on behalf of the Company;

(6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property;

(8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company;

(9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement;

(10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company;

(11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property;

(12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

 

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(c) Manager’s Certificate. Any person dealing with the Company or the Manager may rely upon a certificate signed by the Manager with respect to one or more of the following:

(1) the identity of any Manager or Member hereof;

(2) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Manager or in any other manner germane to the affairs of the Company;

(3) the persons who are authorized to execute and deliver any instrument or document of the Company; or

(4) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.

5.4. Officers. The Manager may appoint officers for Company (“Officers”). Officers shall perform the duties designated by the Manager and shall have those powers authorized by the Manager. Officers serve at the pleasure of the Manager, so the Manager may remove or replace any Officer at its Discretion. The following initial Officers for the Company are hereby appointed:

 

Name    Title

DALE FRANCESCON

    Co-CEO and President

ROBERT J. FRANCESCON

    Co-CEO and President

DAVID MESSENGER

    Vice President

LIESEL COOPER

    Vice President

KEN RABEL

    Vice President

BRIAN MULQUEEN

    Vice President

LES ANDERSON

    Vice President

Each Officer is authorized to sign any document on behalf of the Company without the need for other signatures.

ARTICLE VI.

WITHDRAWAL OF A MEMBER

6.1. Withdrawal of a Member. For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

6.2. Rights of Assignee. The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members. However, if the Withdrawn Member was the sole member of the Company, then, in order to prevent dissolution of the Company pursuant to Section 7-80-801 (1)(c) of the Act, the Assignee of such Withdrawn Member shall automatically become a member of the Company effective as of the Withdrawal Event of such sole member.

 

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ARTICLE VII.

DISSOLUTION

7.1. Dissolution. The Company shall be dissolved and its assets distributed as provided in the Act, subject to the provisions of this Operating Agreement (see, e.g. §6.2 above).

ARTICLE VIII.

DISSOLUTION OF A MEMBER

8.1. Dissolution of a Member. Upon the dissolution of a Member, Membership Interests owned by the dissolved entity may be voted by successors in interest, either in person or by proxy without a transfer of such Membership Interests into the name of the successors in interest

ARTICLE IX.

MISCELLANEOUS PROVISIONS

9.1. Inurement. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and each person entering into this Agreement acknowledges that this Agreement constitutes the sole and complete representation made to him or her regarding the Company, its purpose and business, and that no oral or written representations or warranties of any kind or nature have been made regarding the proposed investments, nor any promises, guarantees, or representations regarding income or profit to be derived from any future investment.

9.2. Modification. This Agreement may be modified from time to time as necessary only by the written agreement of the Company, acting through the vote or consent of its Manager, and the Member.

9.3. Severability. The provisions of this Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be severed therefrom and shall remain in full force and effect.

9.4. Governing Law. This Agreement and its terms are to be construed according to the laws of the State of Colorado.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day first written above.

 

COMPANY:   

CENTURY AT COMPARK VILLAGE NORTH, LLC,

a Colorado limited liability company

   By:   

/s/ Liesel Cooper

      Name:   

Liesel Cooper

      Title:   

Vice President

 

MEMBER:   

CENTURY LAND HOLDINGS, LLC,

a Colorado limited liability company

   By:   

/s/ Liesel Cooper

      Name:   

Liesel Cooper

      Title:   

Vice President

 

MANAGER:   

HORIZON BUILDING SERVICES, LLC,

a Colorado limited liability company

  

By:

   

CENTURY LAND HOLDINGS, LLC,

a Colorado limited liability company,

Its Managing Member

      By:   

/s/ Liesel Cooper

         Name:   

Liesel Cooper

         Title:   

Vice President

 

 

Signature Page

EX-3.113 72 d446145dex3113.htm EX-3.113 EX-3.113

Exhibit 3.113

LOGO

 

Colorado Secretary of State Date and Time: 06/20/2017 10:3 9 AM Document must be filed electronically. ID Number’ 20171454307 Paper documents are not accepted. Fees & forms are subject to change. Document number: 20171454307 For more information or to print copies Amount Paid: $50.00 of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) The domestic entity name of the limited liability company is Century at Compark Village South,LLC , (The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co. ”, “ltd. liabilityco.”, “limited”, “l.l.c.”, “Uc”,or “ltd”. See §7-90-601, C.R.S.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) The principal office address of the limited liability company’s initial principal office is Street address 8390 E. Crescent Parkway (Street number and name) Suite 650 Greenwood Village CO 80111 (City) (State) (ZIP/Postal Code) United States (Province — if applicable) (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP/Postal (Code) (Province — if applicable) (Country) The registered agent name and registered agent address of the limited liability company’s initial registered agent are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) National Registered Agents, Inc. (Caution: Do not provide both an individual and an entity name.) Street address 7700 E. Arapahoe Road (Street number and name) Suite 220 Centennial CO 80112-1268 (City) (State) (ZIP Code) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) ARTORG_LLC Page 1 of 3 Rev. 12/01/2012

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CO . (City) (State) (ZIP Code) (The following statement is adopted by marking the box.) The person appointed as registered agent has consented to being so appointed. The true name and mailing address of the person forming the limited liability company are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) Century Communities, lnc. (Caution: Do not provide both an individual and an entity name.) Mailing address 8390 E. Crescent Parkway (Street number and name or Post Office Box information) Suite 650 Centennial CO 80111 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. The management of the limited liability company is vested in (Mark the applicable box.) one or more managers. or the members. (The following statement is adopted by marking the box.) There is at least one member of the limited liability company. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are . (mm/dd/yyyy hour:minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ARTORG_LLC Page 2 of 3 Rev. 12/01/2012

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This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Krishnan K. Harsha (Last) (First) (Middle) (Suffix) 1225 Seventeenth Street (Street number and name or Post Office Box information) Suite 2200 Denver CO 80202 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s) ARTORG_LLC Page 3 of 3 Rev. 12/01/2012

EX-3.114 73 d446145dex3114.htm EX-3.114 EX-3.114

Exhibit 3.114

OPERATING AGREEMENT

FOR

CENTURY AT COMPARK VILLAGE SOUTH, LLC

a Colorado limited liability company

This OPERATING AGREEMENT is made and entered into as of June 20, 2017, by and among CENTURY AT COMPARK VILLAGE SOUTH, LLC, a Colorado limited liability company (“Company”), CENTURY LAND HOLDINGS, LLC, a Colorado limited liability company, hereinafter referred to as the “Member”, and HORIZON BUILDING SERVICES, LLC, a Colorado limited liability company, hereinafter referred to as “Manager.” This Agreement supersedes all prior understandings, agreements (including any prior operating agreement), representations, warranties, arrangements, understandings and negotiations by or between the parties, whether written or oral.

WITNESSETH:

IT IS AGREED, in consideration of the promises, covenants, performance, and mutual consideration herein as follows:

ARTICLE I.

FORMATION OF COMPANY

1.1. Articles of Organization. This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-101 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on June 20, 2017. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

1.2. Conflict between Articles of Organization and this Agreement. If there is any conflict between the provisions of the Articles of Organization and this Operating Agreement, the terms of the Articles of Organization shall control.

1.3. Purpose. The Company has been formed to acquire, finance, manage, improve, sell, transfer, convey, lease, exchange or otherwise dispose of, operate, encumber, and hold and otherwise deal in real and personal property of all kinds and securities, limited partnership interests, general partnership interests, corporate securities, promissory notes, choses in action and deeds of trust and other instruments from time to time, and to engage in any and all activities related or incidental thereto and to engage in any other business activities that it may lawfully do so in order to carry out its purposes, the Company is empowered and authorized to do any and all acts and things appropriate, proper, advisable, incidental to, or convenient for the furtherance and accomplishment of its purpose and for the profits and benefits of the Company.

1.4. Tax Treatment. During such time as there is only one Member of the Company, the Company shall be treated as a disregarded entity for federal income tax purposes.

ARTICLE II.

CAPITAL CONTRIBUTION

2.1. Initial Contribution. The capital contributions to be made by the Member and with which the Company shall begin business are as follows:

 

Member Name    Contribution    Membership Interest

Century Land Holdings, LLC

    $1,000.00    100%

2.2. Additional Capital Contributions. No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

2.3. Loans. The Company may, as determined by the Manager, borrow money from one or any Manager, Member, or third person upon such terms and conditions as the Manager shall determine in its sole discretion.

ARTICLE III.

ALLOCATION OF PROFIT AND LOSS;

DISTRIBUTIONS

3.1. Allocations. All income, gains, losses, credits and deductions shall be allocated to and reported to the Member in accordance with the Member’s Membership Interest as a sole proprietor for federal income taxes.

3.2. Distributions. All distributable cash (as determined by the Manager) shall be distributed to the Member in proportion to its relative Membership Interest.

ARTICLE IV.

MEMBERS

4.1. The rights, duties and responsibilities of the Member shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference.

4.2. No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers conferred on the Manager by this Agreement.

ARTICLE V.

MANAGER

5.1. Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 5.3 below.

5.2. Number of Managers. The initial number of Managers shall be one (1) Manager. The number of Managers may be changed by the vote or consent of the Member.

5.3. Rights, Powers and Duties of Manager. The business and affairs of the Company shall be managed exclusively by the Manager.

(a) Management and Control of the Company. The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

(1) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Agreement.

(2) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property

 

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of the Company and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Agreement regarding any required disbursements.

(b) Authority of the Manager. The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

(1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof;

(2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate;

(3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property;

(4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate;

(5) sue and be sued, complain and defend in the name of and on behalf of the Company;

(6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property;

(8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company;

(9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement;

(10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company;

(11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property;

(12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

 

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(c) Manager’s Certificate. Any person dealing with the Company or the Manager may rely upon a certificate signed by the Manager with respect to one or more of the following:

(1) the identity of any Manager or Member hereof;

(2) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Manager or in any other manner germane to the affairs of the Company;

(3) the persons who are authorized to execute and deliver any instrument or document of the Company; or

(4) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.

5.4. Officers. The Manager may appoint officers for Company (“Officers”). Officers shall perform the duties designated by the Manager and shall have those powers authorized by the Manager. Officers serve at the pleasure of the Manager, so the Manager may remove or replace any Officer at its Discretion. The following initial Officers for the Company are hereby appointed:

 

Name    Title
DALE FRANCESCON    Co-CEO and President
ROBERT J. FRANCESCON    Co-CEO and President
DAVID MESSENGER    Vice President
LIESEL COOPER    Vice President
KEN RABEL    Vice President
BRIAN MULQUEEN    Vice President
LES ANDERSON    Vice President

Each Officer is authorized to sign any document on behalf of the Company without the need for other signatures.

ARTICLE VI.

WITHDRAWAL OF A MEMBER

6.1. Withdrawal of a Member. For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

6.2. Rights of Assignee. The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members. However, if the Withdrawn Member was the sole member of the Company, then, in order to prevent dissolution of the Company pursuant to Section 7-80-801(1)(c) of the Act, the Assignee of such Withdrawn Member shall automatically become a member of the Company effective as of the Withdrawal Event of such sole member.

 

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ARTICLE VII.

DISSOLUTION

7.1. Dissolution. The Company shall be dissolved and its assets distributed as provided in the Act, subject to the provisions of this Operating Agreement (see, e.g. §6.2 above).

ARTICLE VIII.

DISSOLUTION OF A MEMBER

8.1. Dissolution of a Member. Upon the dissolution of a Member, Membership Interests owned by the dissolved entity may be voted by successors in interest, either in person or by proxy without a transfer of such Membership Interests into the name of the successors in interest

ARTICLE IX.

MISCELLANEOUS PROVISIONS

9.1. Inurement. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and each person entering into this Agreement acknowledges that this Agreement constitutes the sole and complete representation made to him or her regarding the Company, its purpose and business, and that no oral or written representations or warranties of any kind or nature have been made regarding the proposed investments, nor any promises, guarantees, or representations regarding income or profit to be derived from any future investment.

9.2. Modification. This Agreement may be modified from time to time as necessary only by the written agreement of the Company, acting through the vote or consent of its Manager, and the Member.

9.3. Severability. The provisions of this Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be severed therefrom and shall remain in full force and effect.

9.4. Governing Law. This Agreement and its terms are to be construed according to the laws of the State of Colorado.

[SIGNATURE PAGE FOLLOWS]

 

5

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day first written above.

 

COMPANY:     CENTURY AT COMPARK VILLAGE SOUTH, LLC,
    a Colorado limited liability company
      By:   /s/ Brian Mulqueen
        Name: Brian Mulqueen
        Title: Vice President
MEMBER:    

CENTURY LAND HOLDINGS, LLC,

a Colorado limited liability company

      By:   /s/ David Messenger
        Name: David Messenger
        Title: Vice President
MANAGER:     HORIZON BUILDING SERVICES, LLC,
    a Colorado limited liability company
      By:   CENTURY LAND HOLDINGS, LLC,
        a Colorado limited liability company,
        Its Managing Member
      By:   /s/ David Messenger
        Name: David Messenger
        Title: Vice President

Signature Page

EX-3.115 74 d446145dex3115.htm EX-3.115 EX-3.115

Exhibit 3.115

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Exhibit 3.117 Colorado Secretary of State E-Filed Date and Time: 09/14/2017 04:11 PM Document must be filed electronically. ID Number: 20171693818 Paper documents are not accepted. Fees & forms are subject to change. Document number: 20171693818 For more information or to print copies Amount Paid: $50.00 of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) The domestic entity name of the limited liability company is Centery at Forest Meadows, LLC . (The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd”. See §7-90-601, C.R.S.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) The principal office address of the limited liability company’s initial principal office is Street address 8390 E. Crescent Parkway (Street number and name) Suite 650 Greenwood Village CO 801 1 1 (City) (State) (ZIP/Postal Code) United States (Province — if applicable) (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP/Postal Code) (Province — if applicable) (Country) The registered agent name and registered agent address of the limited liability company’s initial registered agent are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) National Registered Agents, Inc. (Caution: Do not provide both an individual and an entity name.) Street address 7700 E. Arapahoe Road (Street number and name) Suite 220 Centenniel CO 80112-1268 (City) (State) (ZIP Code) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) ARTORG_LLC Page 1 of 3 Rev. 12/01/2012

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CO . (City) (State) (ZIP Code) (The following statement is adopted by marking the box.) The person appointed as registered agent has consented to being so appointed. The true name and mailing address of the person forming the limited liability company are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) Centnry Communities. Inc. (Caution: Do not provide both an individual and an entity name.) Mailing address 8390 E. Crescent Parkway (Street number and name or Post Office Box information) Suite 650 Centennial CO 80111 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. The management of the limited liability company is vested in (Mark the applicable box.) one or more managers. or the members. (The following statement is adopted by marking the box.) There is at least one member of the limited liability company. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are . (mm/dd/yyyy hour:minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

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This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Krishna K. Harsha (Last) (First) (Middle) (Suffix) 1225 Seventeenth Street (Street number and name or Post Office Box information) Suite 2200 Denver CO 80202 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s)

EX-3.116 75 d446145dex3116.htm EX-3.116 EX-3.116

Exhibit 3.116

OPERATING AGREEMENT

FOR

CENTURY AT FOREST MEADOWS, LLC

a Colorado limited liability company

This OPERATING AGREEMENT is made and entered into as of September 14, 2017, by and among CENTURY AT FOREST MEADOWS, LLC, a Colorado limited liability company (“Company”), CENTURY LAND HOLDINGS, LLC, a Colorado limited liability company, hereinafter referred to as the “Member”, and HORIZON BUILDING SERVICES, LLC, a Colorado limited liability company, hereinafter referred to as “Manager.” This Operating Agreement supersedes all prior understandings, agreements (including any prior operating agreement), representations, warranties, arrangements, understandings and negotiations by or between the parties, whether written or oral.

WITNESSETH:

IT IS AGREED, in consideration of the promises, covenants, performance, and mutual consideration herein as follows:

ARTICLE I.

FORMATION OF COMPANY

1.1. Articles of Organization. This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-101 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Colorado Secretary of State on September 14, 2017. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

1.2. Conflict between Articles of Organization and this Operating Agreement. If there is any conflict between the provisions of the Articles of Organization and this Operating Agreement, the terms of the Articles of Organization shall control. To the extent permitted by the Act, this Operating Agreement overrides inconsistent provisions of the Act.

1.3. Purpose. The Company has been formed to acquire, finance, manage, improve, sell, transfer, convey, lease, exchange or otherwise dispose of, operate, encumber, and hold and otherwise deal in real and personal property of all kinds and securities, limited partnership interests, general partnership interests, corporate securities, promissory notes, choses in action and deeds of trust and other instruments from time to time, and to engage in any and all activities related or incidental thereto and to engage in any other business activities that it may lawfully do so in order to carry out its purposes, the Company is empowered and authorized to do any and all acts and things appropriate, proper, advisable, incidental to, or convenient for the furtherance and accomplishment of its purpose and for the profits and benefits of the Company.

1.4. Tax Treatment. During such time as there is only one Member of the Company, the Company shall be treated as a disregarded entity for federal income tax purposes.

ARTICLE II.

CAPITAL CONTRIBUTION

2.1. Initial Contribution. The capital contributions to be made by the Member and with which the Company shall begin business are as follows:

 

Member Name    Contribution    Membership Interest

Century Land Holdings, LLC

    $1,000.00    100%

2.2. Additional Capital Contributions. No Member shall be required to make additional capital contributions. A Member may voluntarily make additional capital contributions to the Company.

2.3. Loans. The Company may, as determined by the Manager, borrow money from one or any Manager, Member, or third person upon such terms and conditions as the Manager shall determine in its sole discretion.

ARTICLE III.

ALLOCATION OF PROFIT AND LOSS;

DISTRIBUTIONS

3.1. Allocations. All income, gains, losses, credits and deductions shall be allocated to and reported to the Member in accordance with the Member’s Membership Interest as a sole proprietor for federal income taxes.

3.2. Distributions. All distributable cash (as determined by the Manager) shall be distributed to the Member in proportion to its relative Membership Interest.

ARTICLE IV.

MEMBERS

4.1. The rights, duties and responsibilities of the Member shall be governed by the Act. Such provisions are hereinafter incorporated into this Operating Agreement by reference.

4.2. No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers conferred on the Manager by this Operating Agreement.

ARTICLE V.

MANAGER

5.1. Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Act. Such provisions are hereinafter incorporated into this Operating Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 5.3 below.

5.2. Number of Managers. The initial number of Managers shall be one (1) Manager. The number of Managers may be changed by the vote or consent of the Member.

5.3. Rights, Powers and Duties of Manager. The business and affairs of the Company shall be managed exclusively by the Manager.

(a) Management and Control of the Company. The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

(1) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Operating Agreement.

 

2

(2) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property of the Company and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Operating Agreement regarding any required disbursements.

(b) Authority of the Manager. The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

(1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof;

(2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate;

(3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property;

(4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate;

(5) sue and be sued, complain and defend in the name of and on behalf of the Company;

(6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property;

(8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company;

(9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement;

(10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company;

(11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property;

(12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

 

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(c) Manager’s Certificate. Any person dealing with the Company or the Manager may rely upon a certificate signed by the Manager with respect to one or more of the following:

(1) the identity of any Manager or Member hereof;

(2) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Manager or in any other manner germane to the affairs of the Company;

(3) the persons who are authorized to execute and deliver any instrument or document of the Company; or

(4) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.

5.4. Officers. The Manager may appoint officers for Company (“Officers”). Officers shall perform the duties designated by the Manager and shall have those powers authorized by the Manager. Officers serve at the pleasure of the Manager, so the Manager may remove or replace any Officer at its Discretion. The following initial Officers for the Company are hereby appointed:

 

Name

   

Title

DALE FRANCESCON    Co-CEO and President
ROBERT J. FRANCESCON    Co-CEO and President
DAVID MESSENGER    Vice President
LIESEL COOPER    Vice President
BRIAN MULQUEEN    Vice President
LES ANDERSON    Vice President

Each Officer is authorized to sign any document on behalf of the Company without the need for other signatures.

ARTICLE VI.

WITHDRAWAL OF A MEMBER

6.1. Withdrawal of a Member. For purposes of this Operating Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, has dissolved or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall automatically become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

6.2. Rights of Assignee. The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other members. However, if the Withdrawn Member was the sole member of the Company, then, in order to prevent dissolution of the Company pursuant to Section 7-80-801(1)(c) of the Act, the Assignee of such Withdrawn Member shall automatically become a member of the Company effective as of the Withdrawal Event of such sole member.

 

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ARTICLE VII.

DISSOLUTION

7.1. Dissolution. The Company shall be dissolved and its assets distributed as provided in the Act, subject to the provisions of this Operating Agreement (see, e.g. §6.2 above).

ARTICLE VIII.

DISSOLUTION OF A MEMBER

8.1. Dissolution of a Member. Upon the dissolution of a Member, Membership Interests owned by the dissolved entity may be voted by successors in interest, either in person or by proxy without a transfer of such Membership Interests into the name of the successors in interest

ARTICLE IX.

MISCELLANEOUS PROVISIONS

9.1. Inurement. This Operating Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and each person entering into this Operating Agreement acknowledges that this Operating Agreement constitutes the sole and complete representation made to him or her regarding the Company, its purpose and business, and that no oral or written representations or warranties of any kind or nature have been made regarding the proposed investments, nor any promises, guarantees, or representations regarding income or profit to be derived from any future investment.

9.2. Modification. This Operating Agreement may be modified from time to time as necessary only by the written agreement of the Company, acting through the vote or consent of its Manager, and the Member.

9.3. Severability. The provisions of this Operating Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be severed therefrom and shall remain in full force and effect.

9.4. Governing Law. This Operating Agreement and its terms are to be construed according to the laws of the State of Colorado.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day first written above.

 

COMPANY:     CENTURY AT FOREST MEADOWS, LLC,
    a Colorado limited liability company
      By:     /s/ Les Anderson
          Name:   Les Anderson
          Title:   Vice President

 

MEMBER:     CENTURY LAND HOLDINGS, LLC,
    a Colorado limited liability company
      By:     /s/ David Messenger
          Name:   David Messenger
          Title:   Vice President

 

MANAGER:     HORIZON BUILDING SERVICES, LLC,
    a Colorado limited liability company
      By:  

CENTURY LAND HOLDINGS, LLC,

a Colorado limited liability company,

Its Managing Member

        By:     /s/ David Messenger
          Name:   David Messenger
          Title:   Vice President

Signature Page

EX-3.129 76 d446145dex3129.htm EX-3.129 EX-3.129

Exhibit 3.129

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Exhibit 3.131 . Colorado Secretary of State E-Filed Date and Time: 09/26/2017 04:27 PM Document must be filed electronically. ID Number 20171730047 Paper documents are not accepted. Fees & forms are subject to change. Document number: 20171730047 For more information or to print copies Amount Paid: $50.00 of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) The domestic entity name of the limited liability company is Century at Mayfield, LLC . (The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd”. See §7-90-601, C.R.S.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) The principal office address of the limited liability company’s initial principal office is Street address 8390 E. Crescent Parkway (Street number and name) Suite 650 Greenwood Village CO 80111 (City) (State) (ZIP/Postal Code) United States (Province — if applicable) (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP/Postal Code) (Province — if applicable) (Country) The registered agent name and registered agent address of the limited liability company’s initial registered agent are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) National Registered Agents, Inc. (Caution: Do not provide both an individual and an entity name.) Street address 7700 E. Arapahoe Road (Street number and name) Suite 220 Centennial CO 80112-1268 (City) (State) (ZIP Code) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) ARTORG_LLC Page 1 of 3 Rev. 12/01/2012

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CO . (City) (State) (ZIP Code) (The following statement is adopted by marking the box.) The person appointed as registered agent has consented to being so appointed. The true name and mailing address of the person forming the limited liability company are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) Century Communities, Inc. (Caution: Do not provide both an individual and an entity name.) Mailing address 8390 E. Crescent Parkway (Street number and name or Post Office Box information) Suite 650 Greenwood Village CO 80111 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. The management of the limited liability company is vested in (Mark the applicable box.) one or more managers. or the members. (The following statement is adopted by marking the box.) There is at least one member of the limited liability company. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are . (mm/dd/yyyy hour:minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ARTORG_LLC Page 2 of 3 Rev. 12/01/2012

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This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Krishnan K. Harsha (Last) (First) (Middle) (Suffix) 1225 Seventeenth Street (Street number and name or Post Office Box information) Suite 2200 Denver CO 80202 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s) ARTORG_LLC Page 3 of 3 Rev. 12/01/2012

EX-3.130 77 d446145dex3130.htm EX-3.130 EX-3.130

Exhibit 3.130

OPERATING AGREEMENT

FOR

CENTURY AT MAYFIELD, LLC

a Colorado limited liability company

This OPERATING AGREEMENT is made and entered into as of September 26, 2017, by and among CENTURY AT MAYFIELD, LLC, a Colorado limited liability company (“Company”), CENTURY LAND HOLDINGS, LLC, a Colorado limited liability company, hereinafter referred to as the “Member”, and HORIZON BUILDING SERVICES, LLC, a Colorado limited liability company, hereinafter referred to as “Manager.” This Operating Agreement supersedes all prior understandings, agreements (including any prior operating agreement), representations, warranties, arrangements, understandings and negotiations by or between the parties, whether written or oral.

WITNESSETH:

IT IS AGREED, in consideration of the promises, covenants, performance, and mutual consideration herein as follows:

ARTICLE I.

FORMATION OF COMPANY

1.1. Articles of Organization. This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-101 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Colorado Secretary of State on September 26, 2017. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

1.2. Conflict between Articles of Organization and this Operating Agreement. If there is any conflict between the provisions of the Articles of Organization and this Operating Agreement, the terms of the Articles of Organization shall control. To the extent permitted by the Act, this Operating Agreement overrides inconsistent provisions of the Act.

1.3. Purpose. The Company has been formed to acquire, finance, manage, improve, sell, transfer, convey, lease, exchange or otherwise dispose of, operate, encumber, and hold and otherwise deal in real and personal property of all kinds and securities, limited partnership interests, general partnership interests, corporate securities, promissory notes, choses in action and deeds of trust and other instruments from time to time, and to engage in any and all activities related or incidental thereto and to engage in any other business activities that it may lawfully do so in order to carry out its purposes, the Company is empowered and authorized to do any and all acts and things appropriate, proper, advisable, incidental to, or convenient for the furtherance and accomplishment of its purpose and for the profits and benefits of the Company.

1.4. Tax Treatment. During such time as there is only one Member of the Company, the Company shall be treated as a disregarded entity for federal income tax purposes.

ARTICLE II.

CAPITAL CONTRIBUTION

2.1. Initial Contribution. The capital contributions to be made by the Member and with which the Company shall begin business are as follows:

 

Member Name    Contribution      Membership Interest        

Century Land Holdings, LLC

    $ 1,000.00        100 %   

2.2. Additional Capital Contributions. No Member shall be required to make additional capital contributions. A Member may voluntarily make additional capital contributions to the Company.

2.3. Loans. The Company may, as determined by the Manager, borrow money from one or any Manager, Member, or third person upon such terms and conditions as the Manager shall determine in its sole discretion.

ARTICLE III.

ALLOCATION OF PROFIT AND LOSS;

DISTRIBUTIONS

3.1. Allocations. All income, gains, losses, credits and deductions shall be allocated to and reported to the Member in accordance with the Member’s Membership Interest as a sole proprietor for federal income taxes.

3.2. Distributions. All distributable cash (as determined by the Manager) shall be distributed to the Member in proportion to its relative Membership Interest.

ARTICLE IV.

MEMBERS

4.1. The rights, duties and responsibilities of the Member shall be governed by the Act. Such provisions are hereinafter incorporated into this Operating Agreement by reference.

4.2. No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers conferred on the Manager by this Operating Agreement.

ARTICLE V.

MANAGER

5.1. Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Act. Such provisions are hereinafter incorporated into this Operating Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 5.3 below.

5.2. Number of Managers. The initial number of Managers shall be one (1) Manager. The number of Managers may be changed by the vote or consent of the Member.

5.3. Rights, Powers and Duties of Manager. The business and affairs of the Company shall be managed exclusively by the Manager.

(a) Management and Control of the Company. The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

(1) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Operating Agreement.

 

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(2) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property of the Company and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Operating Agreement regarding any required disbursements.

(b) Authority of the Manager. The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

(1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof;

(2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate;

(3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property;

(4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate;

(5) sue and be sued, complain and defend in the name of and on behalf of the Company;

(6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property;

(8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company;

(9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement;

(10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company;

(11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property;

 

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(12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

(c) Manager’s Certificate. Any person dealing with the Company or the Manager may rely upon a certificate signed by the Manager with respect to one or more of the following:

(1) the identity of any Manager or Member hereof;

(2) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Manager or in any other manner germane to the affairs of the Company;

(3) the persons who are authorized to execute and deliver any instrument or document of the Company; or

(4) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.

5.4. Officers. The Manager may appoint officers for Company (“Officers”). Officers shall perform the duties designated by the Manager and shall have those powers authorized by the Manager. Officers serve at the pleasure of the Manager, so the Manager may remove or replace any Officer at its Discretion. The following initial Officers for the Company are hereby appointed:

 

        Name            Title
DALE FRANCESCON    Co-CEO and President
ROBERT J. FRANCESCON    Co-CEO and President
DAVID MESSENGER    Vice President
LIESEL COOPER    Vice President
BRIAN MULQUEEN    Vice President
LES ANDERSON    Vice President

Each Officer is authorized to sign any document on behalf of the Company without the need for other signatures.

ARTICLE VI.

WITHDRAWAL OF A MEMBER

6.1. Withdrawal of a Member. For purposes of this Operating Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, has dissolved or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall automatically become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

6.2. Rights of Assignee. The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other members. However, if the Withdrawn Member was the sole member of the Company, then, in order to prevent dissolution of the Company pursuant to Section 7-80-801(l)(c) of the Act, the Assignee of such Withdrawn Member shall automatically become a member of the Company effective as of the Withdrawal Event of such sole member.

 

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ARTICLE VII.

DISSOLUTION

7.1. Dissolution. The Company shall be dissolved and its assets distributed as provided in the Act, subject to the provisions of this Operating Agreement (see, e.g. §6.2 above).

ARTICLE VIII.

DISSOLUTION OF A MEMBER

8.1. Dissolution of a Member. Upon the dissolution of a Member, Membership Interests owned by the dissolved entity may be voted by successors in interest, either in person or by proxy without a transfer of such Membership Interests into the name of the successors in interest

ARTICLE IX.

MISCELLANEOUS PROVISIONS

9.1. Inurement. This Operating Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and each person entering into this Operating Agreement acknowledges that this Operating Agreement constitutes the sole and complete representation made to him or her regarding the Company, its purpose and business, and that no oral or written representations or warranties of any kind or nature have been made regarding the proposed investments, nor any promises, guarantees, or representations regarding income or profit to be derived from any future investment.

9.2. Modification. This Operating Agreement may be modified from time to time as necessary only by the written agreement of the Company, acting through the vote or consent of its Manager, and the Member.

9.3. Severability. The provisions of this Operating Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be severed therefrom and shall remain in full force and effect.

9.4. Governing Law. This Operating Agreement and its terms are to be construed according to the laws of the State of Colorado.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day first written above.

 

COMPANY:     CENTURY AT MAYFIELD, LLC,
    a Colorado limited liability company
      By:   /s/ Liesel Cooper
      Name:   Liesel Cooper
      Title:   Vice President
MEMBER:     CENTURY LAND HOLDINGS, LLC,
      a Colorado limited liability company
      By:   /s/ David Messenger
      Name:   David Messenger
      Title:   CFO & Secretary
MANAGER:     HORIZON BUILDING SERVICES, LLC,
      a Colorado limited liability company
      By:   CENTURY LAND HOLDINGS, LLC,
        a Colorado limited liability company,
        Its Managing Member
        By:   /s/ David Messenger
        Name:   David Messenger
        Title:   CFO & Secretary

Signature Page

EX-3.137 78 d446145dex3137.htm EX-3.137 EX-3.137

Exhibit 3.137

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Exhibit 3.139 Colorado Secretary of State Date and Time: 06/21/2017 10:07 AM Document must be filed electronically. ID Number’ 20171471422 Paper documents are not accepted. Fees & forms are subject to change. Document number: 20171471422 For more information or to print copies Amount Paid: $50.00 of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) The domestic entity name of the limited liability company is Century at Oak Street, LLC . (The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd.”. See §7-90-601, C.R.S.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) The principal office address of the limited liability company’s initial principal office is Street address 8390 E. Crescent Parkway (Street number and name) Suite 650 Greenwood Village CO 80111 (City) (State) (ZIP/Postal Code) United States (Province — if applicable) (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP/Postal Code) (Province — if applicable) (Country) The registered agent name and registered agent address of the limited liability company’s initial registered agent are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) National Registered Agents, Inc. (Caution: Do not provide both an individual and an entity name.) Street address 7700 E. Arapahoe Road (Street number and name) Suite 220 Centennial CO 80112-1268 (City) (State) (ZIP Code) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) ARTORG_LLC Page 1 of 3 Rev. 12/01/2012

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CO . (City) (State) (ZIP Code) (The following statement is adopted by marking the box.) The person appointed as registered agent has consented to being so appointed. The true name and mailing address of the person forming the limited liability company are Name (if an individual) (Last) (First) (Middle) (Suffix) or (if an entity) Century Commuuities, Inc. (Caution: Do not provide both an individual and an entity name.) Mailing address 8390 E. Crescent Parkway (Street number and name or Post Office Box information) Suite 650 Greenwood Village CO 80111 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. The management of the limited liability company is vested in (Mark the applicable box.) one or more managers. or the members. (The following statement is adopted by marking the box.) There is at least one member of the limited liability company. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are . (mm/dd/yyyy hour:minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ARTORG_LLC Page 2 of 3 Rev. 12/01/2012

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This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Krishnan K, Harsia (Last) (First) (Middle) (Suffix) 1225 Seventeenth Street (Street number and name or Post Office Box information) Suite 2200 Denver CO 80202 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s). ARTORG_LLC Page 3 of 3 Rev. 12/01/2012

EX-3.138 79 d446145dex3138.htm EX-3.138 EX-3.138

Exhibit 3.138

OPERATING AGREEMENT

FOR

CENTURY AT OAK STREET, LLC

a Colorado limited liability company

This OPERATING AGREEMENT is made and entered into as of June 21, 2017, by and among CENTURY AT OAK STREET, LLC, a Colorado limited liability company (“Company”), CENTURY LAND HOLDINGS, LLC, a Colorado limited liability company, hereinafter referred to as the “Member”, and HORIZON BUILDING SERVICES, LLC, a Colorado limited liability company, hereinafter referred to as “Manager.” This Agreement supersedes all prior understandings, agreements (including any prior operating agreement), representations, warranties, arrangements, understandings and negotiations by or between the parties, whether written or oral.

WITNESSETH:

IT IS AGREED, in consideration of the promises, covenants, performance, and mutual consideration herein as follows:

ARTICLE I.

FORMATION OF COMPANY

1.1. Articles of Organization. This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY Act (the “Act”, codified in Colorado Revised Statues §7-80-101 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on June 21, 2017. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

1.2. Conflict between Articles of Organization and this Agreement. If there is any conflict between the provisions of the Articles of Organization and this Operating Agreement, the terms of the Articles of Organization shall control.

1.3. Purpose. The Company has been formed to acquire, finance, manage, improve, sell, transfer, convey, lease, exchange or otherwise dispose of, operate, encumber, and hold and otherwise deal in real and personal property of all kinds and securities, limited partnership interests, general partnership interests, corporate securities, promissory notes, choses in action and deeds of trust and other instruments from time to time, and to engage in any and all activities related or incidental thereto and to engage in any other business activities that it may lawfully do so in order to carry out its purposes, the Company is empowered and authorized to do any and all acts and things appropriate, proper, advisable, incidental to, or convenient for the furtherance and accomplishment of its purpose and for the profits and benefits of the Company.

1.4. Tax Treatment. During such time as there is only one Member of the Company, the Company shall be treated as a disregarded entity for federal income tax purposes.

ARTICLE II.

CAPITAL CONTRIBUTION

2.1. Initial Contribution. The capital contributions to be made by the Member and with which the Company shall begin business are as follows:

 

Member Name    Contribution      Membership Interest  

Century Land Holdings, LLC

    $ 1,000.00        100 % 

2.2. Additional Capital Contributions. No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

2.3. Loans. The Company may, as determined by the Manager, borrow money from one or any Manager, Member, or third person upon such terms and conditions as the Manager shall determine in its sole discretion.

ARTICLE III.

ALLOCATION OF PROFIT AND LOSS;

DISTRIBUTIONS

3.1. Allocations. All income, gains, losses, credits and deductions shall be allocated to and reported to the Member in accordance with the Member’s Membership Interest as a sole proprietor for federal income taxes.

3.2. Distributions. All distributable cash (as determined by the Manager) shall be distributed to the Member in proportion to its relative Membership Interest.

ARTICLE IV.

MEMBERS

4.1. The rights, duties and responsibilities of the Member shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference.

4.2. No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers conferred on the Manager by this Agreement.

ARTICLE V.

MANAGER

5.1. Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 5.3 below.

5.2. Number of Managers. The initial number of Managers shall be one (1) Manager. The number of Managers may be changed by the vote or consent of the Member.

5.3. Rights, Powers and Duties of Manager. The business and affairs of the Company shall be managed exclusively by the Manager.

(a) Management and Control of the Company. The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

(1) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Agreement.

(2) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property

 

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of the Company and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Agreement regarding any required disbursements.

(b) Authority of the Manager. The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

(1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof;

(2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate;

(3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property;

(4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate;

(5) sue and be sued, complain and defend in the name of and on behalf of the Company;

(6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property;

(8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company;

(9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement;

(10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company;

(11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property;

(12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

 

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(c) Manager’s Certificate. Any person dealing with the Company or the Manager may rely upon a certificate signed by the Manager with respect to one or more of the following:

(1) the identity of any Manager or Member hereof;

(2) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Manager or in any other manner germane to the affairs of the Company;

(3) the persons who are authorized to execute and deliver any instrument or document of the Company; or

(4) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.

5.4. Officers. The Manager may appoint officers for Company (“Officers”). Officers shall perform the duties designated by the Manager and shall have those powers authorized by the Manager. Officers serve at the pleasure of the Manager, so the Manager may remove or replace any Officer at its Discretion. The following initial Officers for the Company are hereby appointed:

 

Name    Title

DALE FRANCESCON

    Co-CEO and President

ROBERT J. FRANCESCON

    Co-CEO and President

DAVID MESSENGER

    Vice President

LIESEL COOPER

    Vice President

KEN RABEL

    Vice President

BRIAN MULQUEEN

    Vice President

LES ANDERSON

    Vice President

Each Officer is authorized to sign any document on behalf of the Company without the need for other signatures.

ARTICLE VI.

WITHDRAWAL OF A MEMBER

6.1. Withdrawal of a Member. For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

6.2. Rights of Assignee. The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members. However, if the Withdrawn Member was the sole member of the Company, then, in order to prevent dissolution of the Company pursuant to Section 7-80-801 (1)(c) of the Act, the Assignee of such Withdrawn Member shall automatically become a member of the Company effective as of the Withdrawal Event of such sole member.

 

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ARTICLE VII.

DISSOLUTION

7.1. Dissolution. The Company shall be dissolved and its assets distributed as provided in the Act, subject to the provisions of this Operating Agreement (see, e.g. §6.2 above).

ARTICLE VIII.

DISSOLUTION OF A MEMBER

8.1. Dissolution of a Member. Upon the dissolution of a Member, Membership Interests owned by the dissolved entity may be voted by successors in interest, either in person or by proxy without a transfer of such Membership Interests into the name of the successors in interest

ARTICLE IX.

MISCELLANEOUS PROVISIONS

9.1. Inurement. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and each person entering into this Agreement acknowledges that this Agreement constitutes the sole and complete representation made to him or her regarding the Company, its purpose and business, and that no oral or written representations or warranties of any kind or nature have been made regarding the proposed investments, nor any promises, guarantees, or representations regarding income or profit to be derived from any future investment.

9.2. Modification. This Agreement may be modified from time to time as necessary only by the written agreement of the Company, acting through the vote or consent of its Manager, and the Member.

9.3. Severability. The provisions of this Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be severed therefrom and shall remain in full force and effect.

9.4. Governing Law. This Agreement and its terms are to be construed according to the laws of the State of Colorado.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day first written above.

 

COMPANY:   

CENTURY AT OAK STREET, LLC,

a Colorado limited liability company

   By:   

/s/ Brian Mulqueen

      Name:   

Brian Mulqueen

      Title:   

Vice President

 

MEMBER:   

CENTURY LAND HOLDINGS, LLC,

a Colorado limited liability company

   By:   

/s/ Liesel Cooper

      Name:   

Liesel Cooper

      Title:   

Vice President

 

MANAGER:   

HORIZON BUILDING SERVICES, LLC,

a Colorado limited liability company

   By:   

CENTURY LAND HOLDINGS, LLC,

a Colorado limited liability company,

Its Managing Member

      By:   

/s/ Liesel Cooper

         Name:   

Liesel Cooper

         Title:   

Vice President

 

Signature Page

EX-3.231 80 d446145dex3231.htm EX-3.231 EX-3.231

Exhibit 3.231

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:07 PM 10/26/2007

FILED 02:07 PM 10/26/2007

SRV 071159782 - 4447232 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

  •   First: The name of the limited liability company is West Valley Enterprises, LLC

 

  •   Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington. The Delaware 19808 name of its Registered agent at such address is The Company Corporation.

 

  •   Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                      .”)

 

  •   Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 26th day of October, 2007.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:  

James F. Mosier

  Typed or Printed

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:14 PM 01/10/2008

FILED 02:14 PM 01/10/2008

SRV 080031413 - 4447232 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: WEST VALLEY ENTERPRISES, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows: FIRST. The name of the limited liability company is UCP, LLC

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 10TH day of JANUARY, A.D. 2008.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:  

James F. Mosier

  Print or Type
 EX-3.232 81 d446145dex3232.htm EX-3.232 EX-3.232

Exhibit 3.232

THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE, HAVE BEEN ACQUIRED FOR INVESTMENT, AND MAY NOT BE SOLD, OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE UNLESS REGISTRATION STATEMENTS UNDER SUCH ACTS WITH RESPECT TO SUCH INTERESTS ARE THEN IN EFFECT OR EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS ARE THEN APPLICABLE TO SUCH OFFER OR SALE, AND UNLESS THE PROVISIONS OF THIS AGREEMENT ARE SATISFIED.

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP, LLC

A DELAWARE LIMITED LIABILITY COMPANY

DATED AS OF AUGUST 4, 2017

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP, LLC

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP, LLC, a Delaware limited liability company (the “Company”), is made and entered into, effective as of August 4, 2017, by Casa Acquisition Corp., a Delaware corporation (the “Member”).

RECITALS

WHEREAS, the Company was formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (as amended from time to time, the “Act”) by the filing of a Certificate of Formation (the “Certificate of Formation”) with the Secretary of State of the State of Delaware on October 26, 2007, as amended on January 10, 2008.

WHEREAS, the Company and the initial sole member, PICO Holdings, Inc., a California corporation (“PICO”), entered into an Amended and Restated Operating Agreement as of July, 21, 2008, as amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement, effective as of July 23, 2013, by and between PICO and UCP, Inc., a Delaware corporation (as amended and restated, the “Old Agreement”).

WHEREAS, the Member desires to amend and restate the Old Agreement to reflect its sole ownership and the management of the Company pursuant to the terms and subject to the conditions hereof.

NOW, THEREFORE, the undersigned does hereby agree and state as follows:

ARTICLE I

GENERAL PROVISIONS

1.1 Name. The name of the Company shall be, and the business of the Company shall be conducted under the name of, UCP, LLC.

1.2 Principal Office. The address of the principal office of the Company shall be c/o Century Communities, Inc., 8390 E. Crescent Pkwy., Suite 650, Greenwood Village, Colorado 80111, or at such other address as may be designated from time to time by the Member.

1.3 Purpose. The purposes of the Company shall be to (a) acquire, develop, redevelop, operate, lease, maintain, finance, encumber, assign, sell, dispose of and otherwise deal with the real property, and (b) engage in any lawful act or activity for which limited liability companies may be formed under the Act.

1.4 Member. The sole Member of the Company shall be Casa Acquisition Corp.

1.5 Registered Office; Registered Agent. The registered office of the Company in the State of Delaware initially is located at c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name and address of the registered agent for service of process on the Company in the State of Delaware shall be National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, or any successor as appointed by the Member in accordance with the Act.

1.6 Limitation on Liability of Member. Except to the extent required by the Act or other applicable law, the debts, obligations and liabilities of the Company whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and the Member shall have no personal liability for any such debt, obligation or liability of the Company solely by reason of being the Member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

ARTICLE II

CAPITAL CONTRIBUTIONS; MEMBERSHIP INTERESTS

2.1 Capital Contributions. The Member shall make such contributions to the capital of the Company, in the form of cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to render services, as it deems appropriate.

2.2 Membership Interest. The percentage interest (“Membership Interests”) of the Member in the Company shall be 100%.

ARTICLE III

ALLOCATIONS AND DISTRIBUTIONS

3.1 Taxation. It is the intention of the Member that the Company be classified as a disregarded entity for all applicable income tax purposes.

3.2 Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

3.3 Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Such distributions shall be allocated pari passu in proportion to their then capital account balances.

ARTICLE IV

MANAGEMENT AND RELATED MATTERS

4.1 Powers and Authority of the Member. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary, advisable or convenient to or for the furtherance of the business and management of the Company or the purposes described herein, including all powers, statutory or otherwise, possessed by members under the Act and this Agreement. Specifically, but not by way of limitation, the Member shall be authorized in the name of and on behalf of the Company:

(a) To employ such officers, agents, employees, managers, accountants, attorneys, consultants and other persons necessary or appropriate to carry on the business of the Company, whether or not such persons are affiliated with or related to any Member; and

 

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(b) To enter into agreements and engage in transactions in furtherance of the purposes of the Company set forth in Section 1.3 hereof.

4.2 Tax Matters Member. The Tax Matters Member, which shall have the same meaning as “tax matters partner” in Section 6231 of the Code, shall be the Member.

4.3 Exculpation. To the maximum extent permitted by applicable law, the Member shall owe no fiduciary duty to any person and shall not be personally liable to the Company for damages for any breach of duty.

4.4 Indemnification. The Company shalt indemnify and hold harmless the Member and its officers, members, managers, agents and successors from and against, and shall advance expenses to such persons with respect to, any and all costs, losses, liabilities, claims, damages and expenses paid or accrued by such person in connection with any action or inaction related to the business of the Company, to the fullest extent permitted by the Act, provided that (a) the action or inaction did not constitute gross negligence or willful misconduct on the part of the Member, its affiliates or any of their respective officers, members, managers, agents and successors or a breach of this Agreement or any other agreement with Company by such Member or its affiliate, and (b) to the extent any such affiliate is indemnified pursuant to the terms of any other agreement between such affiliate, on the one hand, and the Company, on the other hand (including, if applicable, any management agreement, development agreement or leasing agreement), the foregoing indemnity provisions of this Section shall not apply to such affiliate, and the Company shall only indemnify such affiliate to the extent set forth in such other agreement. Any indemnification obligation under this Section will be paid from, and only to the extent of available Company assets, and the Member shall have no personal liability on account thereof.

4.5 Officers. The Member may appoint officers for Company (“Officers”). Officers shall perform the duties designated by the Member and shall have those powers authorized by the Member. Officers serve at the pleasure of the Member, so the Member may remove or replace any Officer at its Discretion. The following initial Officers for the Company are hereby appointed:

 

                Name                    Title
DALE FRANCESCON    Co-CEO and President
ROBERT J. FRANCESCON    Co-CEO and President
DAVID MESSENGER    Chief Financial Officer

Each Officer is authorized to sign any document on behalf of the Company.

 

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ARTICLE V

TRANSFERS OF MEMBERSHIP INTERESTS AND WITHDRAWAL

5.1 Assignments and Encumbrances. The Member may sell, assign, transfer, exchange, mortgage, pledge, grant, hypothecate or otherwise transfer, in whole or in part, its Membership Interest.

5.2 Withdrawal of the Member. The Member may withdraw from the Company in accordance with the Act.

5.3 Admission of Additional Members. No additional members may be admitted to the Company.

ARTICLE VI

DISSOLUTION AND WINDING UP OF THE COMPANY

6.1 Events of Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a) The determination of the Member, or

(b) The dissolution of the Member.

6.2 Procedure on Dissolution.

(a) Upon the dissolution and termination of the Company, a liquidating trustee (the “Liquidating Trustee”), which shall be selected by the Member and may be the Member, shall wind up the Company’s affairs and shall liquidate all of the assets of the Company in an orderly and expeditious manner. If the Company is dissolved while its business is in progress, the winding up of the affairs of the Company may include completion of performance under any contracts in existence on the date of dissolution. The Liquidating Trustee, if other than the Member, shall make an accounting to the Member of the financial results of the operations of the Company from the date of the last previous accounting to the date of dissolution.

(b) The proceeds of the liquidation shall be distributed by the Liquidating Trustee in the following manner:

(i) first, to the payments of the expenses of liquidation and the debts and obligations of the Company, excluding debts owing to the Member;

(ii) second, to creditors of the Company in accordance with Section 18-804(a)(l) of the Act;

(iii) third, to the establishment of any reserve which the Liquidating Trustee shall deem reasonably necessary for contingent or unforeseen liabilities;

(iv) fourth, to repayment of outstanding debts to Members; and

(v) thereafter, to the Member.

 

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ARTICLE VII

ACCOUNTING

7.1 Books and Records. True and correct books of account with respect to the operations of the Company shall be kept at such place as shall be designated by the Member.

7.2 Banking. All funds of the Company shall be deposited in its name in such account or accounts as shall be designated by the Member. The funds in such accounts shall be used solely for the business of the Company. Withdrawals from, or checks drawn upon, such accounts shall require the signature of such persons as may be designated by the Member.

7.3 Fiscal Year. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII

MISCELLANEOUS

8.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and permitted assigns.

8.2 Severability. If any provision of this Agreement shall be determined to be unlawful or unenforceable to any extent, such provision shall be deemed to be severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.

8.3 Headings. The section headings contained herein are for reference purposes only and shall not affect in any way the meaning of this Agreement.

8.4 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any covenant or other provision in this Agreement.

8.5 Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware applicable to contracts entered into and to be fully performed within the State of Delaware. All rights and remedies arising under this Agreement or otherwise with respect to the Members and the Company shall be governed by said laws.

[Signature page follows]

 

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has duly executed this Agreement as of the date first above written.

 

MEMBER:
CASA ACQUISITION CORP.,
    a Delaware corporation
By:  

/s/ Dale Francescon

  Name: Dale Francescon
  Title: President

 

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EX-3.233 82 d446145dex3233.htm EX-3.233 EX-3.233

Exhibit 3.233

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:00 AM 11/18/2008

FILED 11:00 AM 11/18/2008

SRV 081124172 - 4624169 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP Barclay III, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, #400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                         .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 17th day of November, 2008.

 

By:  

/s/ James F. Mosier

  Authorized Person (s)
Name:  

James F. Mosier

  Secretary
 EX-3.234 83 d446145dex3234.htm EX-3.234 EX-3.234

Exhibit 3.234

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP BARCLAY III, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP Barclay III, LLC (the “Company”) is made and entered into as of this 18th day of November 2008, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP Barclay III, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 4820 Harwood Road, Suite 100, San Jose, CA 95124 or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

6. Members.

A. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

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B. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

C. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

D. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

A. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.E below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

 

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B. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

C. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

D. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

E. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.E may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

F. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

G. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

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(i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

(ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

A. the written consent of sole Member;

B. any event which makes it unlawful for the business of the Company to be carried on;

C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP BARCLAY III, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

 

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13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

A. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

B. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

C. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation

 

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or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

D. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

E. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

F. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

G. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

H. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

 

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16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC,

a Delaware limited liability company

By:  

  

/s/ James F. Mosier

Name:  

  

James F. Mosier

Title:  

  

Secretary

Limited Liability Company Agreement

 

S-1

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC [*Original Member*]

4820 Harwood Road, Suite 100, San Jose, CA 95124

      100        100 % 

TOTAL:

      100        100 % 

EXHIBIT B

INITIAL BOARD OF MANAGERS:

John R. Hart, Chairman

Richard H. Sharpe

Maxim C. W. Webb

INITIAL OFFICERS:

 

Name

   

Title

John R. Hart

    Chairman and CEO

Dustin L. Bogue

    President and COO

William J. La Herran

    Chief Financial Officer

Richard H. Sharpe

    Vice President

Maxim C. W. Webb

    Vice President and Treasurer

James F. Mosier

    Secretary
 EX-3.235 84 d446145dex3235.htm EX-3.235 EX-3.235

Exhibit 3.235

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:54 PM 11/28/2007

FILED 02:49 PM 11/28/2007

SRV 071262488 - 4464100 FILE

CERTIFICATE OF FORMATION

OF

LIMITED LIABILITY COMPANY

FIRST: The name of the limited liability company is CENTRAL VALLEY ENTERPRISES NO. 4, LLC

SECOND. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. The name of its registered agent at such address is The Company Corporation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28th day of November, 2007.

 

The Company Corporation, Organizer
By:  

/s/ Sparkle Harding

  Sparkle Harding
  Assistant Secretary

File # 4464100   

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:18 PM 12/03/2007

FILED 01:18 PM 12/03/2007

SRV 071276298 - 4464100 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: Central Valley Enterprises No. 4, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is UCP Chateau Grove, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 3rd day of December, A.D. 2007.

 

By:  

/s/ James F. Mosier

  Authorized Person(s) Secretary
Name:  

James F. Mosier

  Print or Type
 EX-3.236 85 d446145dex3236.htm EX-3.236 EX-3.236

Exhibit 3.236

OPERATING AGREEMENT

OF

UCP CHATEAU GROVE, LLC

A Delaware Limited Liability Company

This OPERATING AGREEMENT is made and entered into effective as of December 4, 2007, by West Valley Enterprises, LLC as the sole Member (the “Member”) of UCP Chateau Grove, LLC, a Delaware limited liability company (the “Company”) and of the Company.

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions. The following terms, as used herein, shall have the following respective meanings:

Section 1.2. “Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.

Section 1.3. “Agreement” means this Operating Agreement, as it may be amended, restated or supplemented from time to time.

Section 1.4. “Certificate of Cancellation” shall have the meaning set forth in Section 8.4.

Section 1.5. “Certificate of Formation” means the certificate of formation of the Company, as amended or restated from time to time, filed in the Office of the Secretary of State of the State of Delaware in accordance with the Act.

Section 1.6. “Company” means UCP Chateau Grove, LLC.

Section 1.7. “Fiscal Year” shall have the meaning set forth in Section 7.1 hereof.

Section 1.8. “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency or instrumentality thereof, or any court or arbitrator (public or private).

Section 1.9. “Interest” means the ownership interest of the Member in the Company (which shall be considered personal property for all purposes), consisting of (i) the Member’s interest in capital profits, losses, credits, allocations and distributions, (ii) the

 

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Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Act and (iii) the Member’s other rights and privileges as herein provided.

Section 1.10. “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities.

Section 1.11. “Tax” or “Taxes” mean all federal, state, local and foreign income, property and sales taxes and tariffs and all charges, fees, levies or other assessments whether federal, state, local or foreign based upon or measured by income, capital, net worth or gain and any other tax including but not limited to all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, withholding, payroll, employment, social security, unemployment, FICA, FUTA, excise, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including all interest and penalties thereon, and additions to tax or additional amounts imposed or charged by any Governmental Body.

Section 1.12. “Tax Authority” means any Governmental Body responsible for the imposition of any Tax.

Section 1.13. “Tax Return” means any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any legal requirement relating to any Tax.

Section 1.14. Unless the context otherwise requires, capitalized terms used in this Agreement but not herein defined shall have the meanings set forth in the Act.

Section 1.15. Rules of Construction : Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement. Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.

ARTICLE II

FORMATION AND PURPOSE

Section 2.1. Name and Formation. The name of the Company shall be “UCP Chateau Grove, LLC” or such other name as the Member shall from time to time select. The Company is a limited liability company formed pursuant to the provisions of the Act.

Section 2.2. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

 

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Section 2.3. Principal Place of Business. The principal place of business of the Company shall be at such location that the Member determines from time to time.

Section 2.4. Registered Agent; Registered Office. The registered agent and the registered office for the Company in the State of Delaware shall be as set forth in the Certificate of Formation.

Section 2.5. Term. The term of the Company shall commence on the filing of the Certificate of Formation and shall continue until the Company is terminated upon the filing of a Certificate of Cancellation at the time specified in Section 8.1 and in accordance with Section 8.4 of this Agreement.

ARTICLE III

MANAGEMENT

Section 3.1. Management and Control. The management and control of the Company and of its business and the power to act for and bind the Company shall be vested exclusively in, and all matters and questions of policy and management shall be decided solely by the Member. The Member shall have all the rights and powers generally necessary or convenient in connection with the management and operation of the Company and of the business of the Company.

Section 3.2. Designation of Officers.

3.2.1. The Member may appoint by written resolution officers and agents of the Company to which the Member may delegate by written resolution whatever duties, responsibilities, and authority the Member may desire. Any officer or agent may be removed by the Member at any time by written resolution.

3.2.2. If an officer of the Company is appointed by the Member and given a title that is used by officers of a business corporation, the Member shall be deemed to have delegated to the officer the duties, responsibilities, and authority that would be expected to be exercised by an officer of a business corporation with the same title, unless the Member provides otherwise by written resolution.

ARTICLE IV

THE MEMBER

Section 4.1. Limitation of Liability. The Member shall not have any liability for the debts, obligations or liabilities of the Company or for the acts or omissions of any other member, officer, agent or employee of the Company, except to the extent provided in the Act. The failure of the Member to observe any formalities or requirements relating to the exercise of the powers of the Member or the management of the business and affairs of the Company under this Agreement or the Act shall not be grounds for imposing liability on the Member for liabilities of the Company.

 

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Section 4.2. Exculpation. To the fullest extent permitted by applicable laws, the Member shall not be liable, responsible or accountable in damages or otherwise to the Company or to any other Member for any act or omission performed or omitted by such Member (other than a willful misconduct involving self dealing) whether in his capacity as a Member or otherwise. To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities related thereto to the Company or to any other Member, such liabilities and duties are hereby deemed eliminated (other than liabilities arising out of a willful misconduct involving self dealing), and if elimination is not allowed by applicable laws, they shall be deemed limited to the fullest extent permitted by applicable laws.

Section 4.3. Compensation. The Member shall be entitled to reimbursement of expenses reasonably incurred on behalf of the Company. Such expenses shall include, without limitations, supplies and equipment, rentals, salaries to third persons, insurance, legal services, accounting services, fees or commissions paid to third parties, and similar costs and expenses. At the election of the Member, the Member may be entitled to compensation for management services rendered, in an amount to be determined from time to time by the Member.

Section 4.4. Assignability of Membership Interests. The economic interest of the Member in the Company is assignable, in whole or in part, either voluntarily or by operation of law.

Section 4.5. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

ARTICLE V

PROFITS AND LOSSES

Section 5.1. Allocations of Profit and Losses. The Company’s profits and losses shall be allocated 100% to the Member.

ARTICLE VI

DISTRIBUTIONS

Section 6.1. Cash Distribution. Cash distributions shall be distributed to the Member of the Company at the times and in the aggregate amounts determined by the Member from time to time.

Section 6.2. Distributions on Liquidation. If all or substantially all of the assets of the Company are sold in connection with a liquidation of the Company, or if the Company is otherwise liquidated, the assets of the Company shall be distributed in the following order and priority: (i) first to creditors, including the Member if the Member is a creditor, to the extent permitted by law, in satisfaction of the Company’s liabilities; and (ii) then to the Member. Such distributions shall be in cash or property or partly in both, as determined by the Member.

 

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Section 6.3. Distributions pursuant to Section 6.2 may be distributed to a trust established for the benefit of the Member for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to a Member from time to time in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Member pursuant to this Agreement.

Section 6.4. The Member, in distributing assets of the Company in accordance with this Section 6.4, shall have full power and authority to sell any or all of the assets of the Company or to distribute the same in kind to the Member. The fair market value of any assets to be distributed in kind shall be determined by the Member. Any assets distributed in kind shall be subject to all operating agreements or other agreements relating thereto, which shall survive the termination of the Company. Following the completion of the winding up of the affairs of the Company and the distribution of its assets, the Member shall file a Certificate of Cancellation pursuant to the provisions of the Act.

ARTICLE VII

FINANCIAL/TAX MATTERS

Section 7.1. Fiscal Year. The fiscal year of the Company shall end on December 31.

Section 7.2. Company Funds. Pending application or distribution, the funds of the Company shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or mutual funds investing primarily in such securities, or such other investments as the Member deem appropriate.

Section 7.3. Tax Returns. To the extent the Company is required by the applicable federal, state, local, or foreign Tax law to file Tax Returns, the Member shall cause Tax Returns of the Company to be prepared and timely filed with the appropriate Tax Authorities and shall timely pay, out of Company funds, any tax owing by the Company.

Section 7.4. Elections. The Member may make any tax elections for the Company allowed under the U.S. Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction have taxing jurisdiction over the Company.

ARTICLE VIII

DISSOLUTION

Section 8.1. Dissolution. The Company shall be dissolved upon the first to occur of the following: (i) the sole Member determines to effect such dissolution, or (ii) the entry of an order of judicial dissolution under § 18-802 of the Act. The death (or dissolution in the case of a

 

5

member that is not a natural person), retirement, insanity, resignation, or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Section 8.2, No Other Dissolution. Except as provided in Section 8.1, this Agreement shall not be terminated.

Section 8.3. Liquidation. Upon dissolution, the Company shall cease carrying on any and all business other than the winding up of the Company business, but the Company is not terminated and shall continue until the winding up of the affairs of the Company is completed and a certificate of cancellation has been filed pursuant to the Act.

Section 8.4. Certificate of Cancellation. Following dissolution of the Company pursuant to this Article VIII, when all debts, liabilities and obligations of the Company have been paid, satisfied, comprised or otherwise discharged or adequate provisions have been made therefore, and all assets have been distributed to the Member, a Certificate of Cancellation shall be filed if required by the Act.

ARTICLE IX

INDEMNIFICATION

Section 9.1. Indemnification. The Company shall indemnify the Member and those authorized officers, agents, and employees of the Company identified in writing by the Member as entitled to be indemnified under this section for all costs, losses, liabilities and damages paid or accrued by the Member (as the member or as an officer, agent, or employee) or any such officer, agent or employee in connection with the business of the Company, except to the extent prohibited by the laws of the State of Delaware, In addition, the Company may advance costs of defense of any proceeding to the Member or any such officer, agent, or employee upon receipt by the Company of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Company.

ARTICLE X

GENERAL MATTERS

Section 10.1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Company shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time by the Member.

Section 10.2. Contracts and Instruments; How Executed. The Member, except as otherwise provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Company, and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Member or within the agency power of an officer, no officer, agent, or employee

 

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other than the President, the Chief Executive Officer or the Vice President shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

ARTICLE XI

RECORDS AND REPORTS

Section 11.1. Maintenance of Records. The accounting books and records, resolutions of the Member and all other information pertaining to the Company that is required to be made available to the Member under the Act shall be kept at such place or places designated by the Member or in the absence of such designation, at the principal place of business of the Company. The resolutions shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered.

ARTICLE XII

MISCELLANEOUS

Section 12.1. Governing Law. This Agreement shall be governed by and interpreted under the substantive laws of the State of Delaware.

Section 12.2. Entire Agreement. This Agreement represents the entire agreement in respect of its subject matter and supersedes all prior agreements, and shall, except as otherwise expressly provided to the contrary, benefit and bind the personal representatives and assigns of the Member.

Section 12.3. Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.

Section 12.4. Notice. Notices to the Member shall be given in writing and personally served or sent by registered or certified mail, return receipt requested, to the Member’s last known address. All such notices shall be deemed received upon date of personal service or if mailed as provided herein, upon date of receipt; or, if delivery is refused or cannot be completed, then upon date of second attempted delivery.

Section 12.5. Amendment. This Agreement may be amended from time to time in writing by the Member.

IN WITNESS WHEREOF, and intending to be legally bound, the Member has executed this Operating Agreement as of the day and date first above written.

 

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MEMBER:
WEST VALLEY ENTERPRISES, LLC
By:  

/s/ James F. Mosier

  James F. Mosier
  Secretary

 

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EX-3.237 86 d446145dex3237.htm EX-3.237 EX-3.237

Exhibit 3.237

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:37 PM 07/22/2009

FILED 02:37 PM 07/22/2009

SRV 090718972 – 4712590 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP East Garrison, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                         .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 22nd day of July, 2009.

 

By:  

/s/ James F. Mosier

  Authorized Person(s) Secretary
Name:   James F. Mosier
 EX-3.238 87 d446145dex3238.htm EX-3.238 EX-3.238

Exhibit 3.238

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP EAST GARRISON, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of UCP East Garrison, LLC (the “Company”) is made and entered into as of this 23rd day of July 2009, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP East Garrison, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

6. Members.

A. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

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B. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

C. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

D. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

A. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.E below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

 

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B. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

C. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

D. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

E. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.E may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

F. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

G. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP EAST GARRISON, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

 

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13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

A. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

B. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

C. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation

 

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or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

D. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

E. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

F. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other

enterprise.

G. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

H. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

 

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16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC, a Delaware limited liability company

By:

  

/s/ James F. Mosier

Name:   James F. Mosier
Title:   Secretary

Limited Liability Company Agreement

 

S-1

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC (*Original Member*)

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS:

John R. Hart, Chairman

Richard H. Sharpe

Maxim C. W. Webb

INITIAL OFFICERS:

 

Name

   

Title

John R. Hart    Chairman and CEO
Dustin L. Bogue    President and COO
William J. La Herran    Chief Financial Officer
Richard H. Sharpe    Vice President
Maxim C. W. Webb    Vice President and Treasurer
James F. Mosier    Secretary
 EX-3.239 88 d446145dex3239.htm EX-3.239 EX-3.239

Exhibit 3.239

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP Hillcrest Hollister, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                             .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 15th day of January, 2014.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:   James F. Mosier

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:17 PM 01/15/2014

FILED 05:17 PM 01/15/2014

SRV 140053762 - 5466468 FILE

 EX-3.240 89 d446145dex3240.htm EX-3.240 EX-3.240

Exhibit 3.240

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP HILLCREST HOLLISTER, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP Hillcrest Hollister, LLC (the “Company”) is made and entered into as of this 15th day of January, 2014, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del, C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP Hillcrest Hollister, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

A. the written consent of sole Member;

B. any event which makes it unlawful for the business of the Company to be carried on;

C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP HILLCREST HOLLISTER, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest: in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

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15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC

a Delaware limited liability company

By:  

/s/ William J. LaHerran

Name:  

William J. LaHerran

Title:  

Chief Financial Officer and Treasurer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 

TOTAL:

      100        100 % 

EXHIBIT B

INITIAL BOARD OF MANAGERS

John R. Hart

Maxim C.W. Webb

INITIAL OFFICERS

 

Name

   

Title

John R. Hart

    Chairman

Dustin L. Bogue

    President and Chief Executive Officer

William J. La Herran

    Chief Financial Officer and Treasurer

Maxim C.W. Webb

    Vice President

James W. Fletcher

    Chief Operating Officer

James F. Mosier

    Secretary
 EX-3.241 90 d446145dex3241.htm EX-3.241 EX-3.241

Exhibit 3.241

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:04 PM 07/29/2010

FILED 01:04 PM 07/29/2010

SRV 100783996 - 4854100 FILE

  

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP Panorama, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                             .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 29th day of July, 2010

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:  

James F. Mosier

  Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:14 PM 01/18/2011

FILED 01:14 PM 01/18/2011

SRV 110051519 - 4854100 FILE

  

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. The name of the limited liability company is UCP Panorama, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is UCP Jovita, LLC

In Witness Whereof, the undersigned has executed this Certificate of Amendment this 18 day of January, 2011.

 

/s/ James F. Mosier

James F. Mosier, Secretary

 

 EX-3.242 91 d446145dex3242.htm EX-3.242 EX-3.242

Exhibit 3.242

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP PANORAMA, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP Panorama, LLC (the “Company”) is made and entered into as of this 30th day of July 2010, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP Panorama, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, CA 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address is 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

6. Members.

A. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

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B. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

C. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

D. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

A. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.E below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

 

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B. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

C. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

D. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

E. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.E may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

F. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

G. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

3

(i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

(ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

A. the written consent of sole Member;

B. any event which makes it unlawful for the business of the Company to be carried on;

C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP PANORAMA, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

 

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13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

A. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

B. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

C. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation

 

5

or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

D. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

E. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, Judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

F. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

G. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

H. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

 

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16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

[Remainder of page intentionally left blank]

 

7

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC, a Delaware limited liability company
By:  

/s/ James F. Mosier

Name:

   James F. Mosier

Title:

   Secretary

Limited Liability Company Agreement

 

S-1

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC [*Original Member*]

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 

TOTAL:

      100        100 % 

EXHIBIT B

INITIAL BOARD OF MANAGERS:

John R. Hart, Chairman

Richard H. Sharpe

Maxim C. W. Webb

INITIAL OFFICERS:

 

Name

   

Title

John R. Hart

    Chairman and CEO

Dustin L. Bogue

    President and COO

William J. La Herran

    Chief Financial Officer

Richard H. Sharpe

    Vice President

Maxim C. W. Webb

    Vice President and Treasurer

James F. Mosier

    Secretary
 EX-3.243 92 d446145dex3243.htm EX-3.243 EX-3.243

Exhibit 3.243

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:31 PM 06/30/2008

FILED 01:31 PM 06/30/2008

SRV 080743130 - 4569047 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP Kerman, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 30th day of June, 2008

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:   James F. Mosier

 

 EX-3.244 93 d446145dex3244.htm EX-3.244 EX-3.244

Exhibit 3.244

OPERATING AGREEMENT

OF

UCP KERMAN, LLC

A Delaware Limited Liability Company

This OPERATING AGREEMENT is made and entered into effective as of July 7, 2008 by UCP, LLC as the sole Member (the “Member”) of UCP Kerman,, LLC, a Delaware limited liability company (the “Company”) and the Company.

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions. The following terms, as used herein, shall have the following respective meanings:

Section 1.2. “Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.

Section 1.3. “Agreement” means this Operating Agreement, as it may be amended, restated or supplemented from time to time.

Section 1.4. “Certificate of Cancellation” shall have the meaning set forth in Section 8.4.

Section 1.5. “Certificate of Formation” means the certificate of formation of the Company, as amended or restated from time to time, filed in the Office of the Secretary of State of the State of Delaware in accordance with the Act.

Section 1.6. “Company” means UCP Kerman, LLC.

Section 1.7. “Fiscal Year” shall have the meaning set forth in Section 7.1 hereof.

Section 1.8. “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency or instrumentality thereof, or any court or arbitrator (public or private).

Section 1.9. “Interest” means the ownership interest of the Member in the Company (which shall be considered personal property for all purposes), consisting of (i) the Member’s interest in capital profits, losses, credits, allocations and distributions, (ii) the Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Act and (iii) the Member’s other rights and privileges as herein provided.

 

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Section 1.10. “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities.

Section 1.11. “Tax” or “Taxes” mean all federal, state, local and foreign income, property and sales taxes and tariffs and all charges, fees, levies or other assessments whether federal, state, local or foreign based upon or measured by income, capital, net worth or gain and any other tax including but not limited to all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, withholding, payroll, employment, social security, unemployment, FICA, FUTA, excise, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including all interest and penalties thereon, and additions to tax or additional amounts imposed or charged by any Governmental Body.

Section 1.12. “Tax Authority” means any Governmental Body responsible for the imposition of any Tax.

Section 1.13. “Tax Return” means any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any legal requirement relating to any Tax.

Section 1.14. Unless the context otherwise requires, capitalized terms used in this Agreement but not herein defined shall have the meanings set forth in the Act.

Section 1.15. Rules of Construction : Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement. Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.

ARTICLE II

FORMATION AND PURPOSE

Section 2.1. Name and Formation. The name of the Company shall be “UCP Kerman, LLC” or such other name as the Member shall from time to time select. The Company is a limited liability company formed pursuant to the provisions of the Act.

Section 2.2. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

 

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Section 2.3. Principal Place of Business. The principal place of business of the Company shall be at such location that the Member determines from time to time.

Section 2.4. Registered Agent; Registered Office. The registered agent and the registered office for the Company in the State of Delaware shall be as set forth in the Certificate of Formation.

Section 2.5. Term. The term of the Company shall commence on the filing of the Certificate of Formation and shall continue until the Company is terminated upon the filing of a Certificate of Cancellation at the time specified in Section 8.1 and in accordance with Section 8.4 of this Agreement.

ARTICLE III

MANAGEMENT

Section 3.1. Management and Control. The management and control of the Company and of its business and the power to act for and bind the Company shall be vested exclusively in, and all matters and questions of policy and management shall be decided solely by the Member. The Member shall have all the rights and powers generally necessary or convenient in connection with the management and operation of the Company and of the business of the Company.

Section 3.2. Designation of Officers.

3.2.1. The Member may appoint by written resolution officers and agents of the Company to which the Member may delegate by written resolution whatever duties, responsibilities, and authority the Member may desire. Any officer or agent may be removed by the Member at any time by written resolution.

3.2.2. If an officer of the Company is appointed by the Member and given a title that is used by officers of a business corporation, the Member shall be deemed to have delegated to the officer the duties, responsibilities, and authority that would be expected to be exercised by an officer of a business corporation with the same title, unless the Member provides otherwise by written resolution.

ARTICLE IV

THE MEMBER

Section 4.1. Limitation of Liability. The Member shall not have any liability for the debts, obligations or liabilities of the Company or for the acts or omissions of any other member, officer, agent or employee of the Company, except to the extent provided in the Act. The failure of the Member to observe any formalities or requirements relating to the exercise of the

powers of the Member or the management of the business and affairs of the Company under this Agreement or the Act shall not be grounds for imposing liability on the Member for liabilities of the Company.

 

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Section 4.2. Exculpation. To the fullest extent permitted by applicable laws, the Member shall not be liable, responsible or accountable in damages or otherwise to the Company or to any other Member for any act or omission performed or omitted by such Member (other than a willful misconduct involving self dealing) whether in his capacity as a Member or otherwise. To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities related thereto to the Company or to any other Member, such liabilities and duties are hereby deemed eliminated (other than liabilities arising out of a willful misconduct involving self dealing), and if elimination is not allowed by applicable laws, they shall be deemed limited to the fullest extent permitted by applicable laws.

Section 4.3. Compensation. The Member shall be entitled to reimbursement of expenses reasonably incurred on behalf of the Company. Such expenses shall include, without limitations, supplies and equipment, rentals, salaries to third persons, insurance, legal services, accounting services, fees or commissions paid to third parties, and similar costs and expenses. At the election of the Member, the Member may be entitled to compensation for management services rendered, in an amount to be determined from time to time by the Member.

Section 4.4. Assignability of Membership Interests. The economic interest of the Member in the Company is assignable, in whole or in part, either voluntarily or by operation of law.

Section 4.5. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

ARTICLE V

PROFITS AND LOSSES

Section 5.1. Allocations of Profit and Losses. The Company’s profits and losses shall be allocated 100% to the Member.

ARTICLE VI

DISTRIBUTIONS

Section 6.1. Cash Distribution. Cash distributions shall be distributed to the Member of the Company at the times and in the aggregate amounts determined by the Member from time to time.

Section 6.2. Distributions on Liquidation. If all or substantially all of the assets of the Company are sold in connection with a liquidation of the Company, or if the Company is otherwise liquidated, the assets of the Company shall be distributed in the following order and priority: (i) first to creditors, including the Member if the Member is a creditor, to the extent permitted by law, in satisfaction of the Company’s liabilities; and (ii) then to the Member. Such distributions shall be in cash or property or partly in both, as determined by the Member.

 

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Section 6.3. Distributions pursuant to Section 6.2 may be distributed to a trust established for the benefit of the Member for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to a Member from time to time in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Member pursuant to this Agreement.

Section 6.4. The Member, in distributing assets of the Company in accordance with this Section 6.4, shall have full power and authority to sell any or all of the assets of the Company or to distribute the same in kind to the Member. The fair market value of any assets to be distributed in kind shall be determined by the Member. Any assets distributed in kind shall be subject to all operating agreements or other agreements relating thereto, which shall survive the termination of the Company. Following the completion of the winding up of the affairs of the Company and the distribution of its assets, the Member shall file a Certificate of Cancellation pursuant to the provisions of the Act.

ARTICLE VII

FINANCIAL/TAX MATTERS

Section 7.1. Fiscal Year. The fiscal year of the Company shall end on December 31.

Section 7.2. Company Funds. Pending application or distribution, the funds of the Company shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or mutual funds investing primarily in such securities, or such other investments as the Member deem appropriate.

Section 7.3. Tax Returns. To the extent the Company is required by the applicable federal, state, local, or foreign Tax law to file Tax Returns, the Member shall cause Tax Returns of the Company to be prepared and timely filed with the appropriate Tax Authorities and shall timely pay, out of Company funds, any tax owing by the Company.

Section 7.4. Elections. The Member may make any tax elections for the Company allowed under the U.S. Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction have taxing jurisdiction over the Company.

ARTICLE VIII

DISSOLUTION

Section 8.1. Dissolution. The Company shall be dissolved upon the first to occur of the following: (i) the sole Member determines to effect such dissolution, or (ii) the entry of an order of judicial dissolution under § 18-802 of the Act. The death (or dissolution in the case of a

 

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member that is not a natural person), retirement, insanity, resignation, or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Section 8.2. No Other Dissolution. Except as provided in Section 8.1, this Agreement shall not be terminated.

Section 8.3. Liquidation. Upon dissolution, the Company shall cease carrying on any and all business other than the winding up of the Company business, but the Company is not terminated and shall continue until the winding up of the affairs of the Company is completed and a certificate of cancellation has been filed pursuant to the Act.

Section 8.4. Certificate of Cancellation. Following dissolution of the Company pursuant to this Article VIII, when all debts, liabilities and obligations of the Company have been paid, satisfied, comprised or otherwise discharged or adequate provisions have been made therefore, and all assets have been distributed to the Member, a Certificate of Cancellation shall be filed if required by the Act.

ARTICLE IX

INDEMNIFICATION

Section 9.1. Indemnification. The Company shall indemnify the Member and those authorized officers, agents, and employees of the Company identified in writing by the Member as entitled to be indemnified under this section for all costs, losses, liabilities and damages paid or accrued by the Member (as the member or as an officer, agent, or employee) or any such officer, agent or employee in connection with the business of the Company, except to the extent prohibited by the laws of the State of Delaware, In addition, the Company may advance costs of defense of any proceeding to the Member or any such officer, agent, or employee upon receipt by the Company of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Company.

ARTICLE X

GENERAL MATTERS

Section 10.1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Company shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time by the Member.

Section 10.2. Contracts and Instruments; How Executed. The Member, except as otherwise provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Company, and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Member or within the agency power of an officer, no officer, agent, or employee

 

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other than the President, the Chief Executive Officer or the Vice President shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

ARTICLE XI

RECORDS AND REPORTS

Section 11.1. Maintenance of Records. The accounting books and records, resolutions of the Member and all other information pertaining to the Company that is required to be made available to the Member under the Act shall be kept at such place or places designated by the Member or in the absence of such designation, at the principal place of business of the Company. The resolutions shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered.

ARTICLE XII

MISCELLANEOUS

Section 12.1. Governing Law. This Agreement shall be governed by and interpreted under the substantive laws of the State of Delaware.

Section 12.2. Entire Agreement. This Agreement represents the entire agreement in respect of its subject matter and supersedes all prior agreements, and shall, except as otherwise expressly provided to the contrary, benefit and bind the personal representatives and assigns of the Member.

Section 12.3. Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.

Section 12.4. Notice. Notices to the Member shall be given in writing and personally served or sent by registered or certified mail, return receipt requested, to the Member’s last known address. All such notices shall be deemed received upon date of personal service or if mailed as provided herein, upon date of receipt; or, if delivery is refused or cannot be completed, then upon date of second attempted delivery.

Section 12.5. Amendment. This Agreement may be amended from time to time in writing by the Member.

IN WITNESS WHEREOF, and intending to be legally bound, the Member has executed this Operating Agreement as of the day and date first above written.

 

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MEMBER:

UCP, LLC

By:  

/s/ James F. Mosier

  James F. Mosier
  Secretary

 

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EX-3.245 94 d446145dex3245.htm EX-3.245 EX-3.245

Exhibit 3.245

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:00 AM 11/24/2010

FILED 11:00 AM 11/24/2010

SRV 101120522 - 4903085 FILE

   

State of Delaware

Limited Liability Company

Certificate of Formation

Of

UCP MEADOWOOD 3, LLC

First: The name of the limited liability company is UCP Meadowood 3, LLC.

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, zip code 19808. The name of the Registered Agent at such address is Corporation Service Company.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 24th day of November, 2010.

 

/s/ James F. Mosier

James F. Mosier, Secretary

File # 4903085   

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:50 PM 11/29/2010

FILED 01:50 PM 11/29/2010

SRV 101126143 - 4903085 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: UCP Meadowood 3, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is UCP Meadowood III, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 29th day of November, A.D. 2010.

 

By:  

/s/ James F. Mosier

  Authorized Person(s) Secretary
Name:  

James F. Mosier

  Print or Type
 EX-3.246 95 d446145dex3246.htm EX-3.246 EX-3.246

Exhibit 3.246

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP MEADOWOOD III, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP Meadowood III, LLC (the “Company”) is made and entered into as of this 29th day of November 2010, by UCP, LLC, a Delaware limited liability corporation, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member’’).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP Meadowood III, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, CA 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address is 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

6. Members.

A. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

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B. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

C. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

D. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

A. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.E below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

 

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B. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

C. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

D. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

E. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.E may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

F. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

G. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

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(i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

(ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

A. the written consent of sole Member;

B. any event which makes it unlawful for the business of the Company to be carried on;

C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP MEADOWOOD III, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

 

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13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

A. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

B. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

C. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation

 

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or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

D. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

E. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

F. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

G. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

H. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

 

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16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC, a Delaware limited liability company

By:  

/s/ James F. Mosier

Name:   James F. Mosier
Title:   Secretary

 

   S-1    Limited Liability Company Agreement

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC * Original Member *

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 

TOTAL:

      100        100 % 

EXHIBIT B

UCP MEADOWOOD III, LLC

MANAGING BOARD

Dustin L. Bogue, Chairman

William J. La Herran

Scott Schilling

OFFICERS

 

Scott Schilling

Jeffrey Cooks

William J. La Herran

   

President

Vice President

Chief Financial Officer

   
EX-3.247 96 d446145dex3247.htm EX-3.247 EX-3.247

Exhibit 3.247

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:46 PM 10/29/2007

FILED 12:46 PM 10/29/2007

SRV 071163787 – 4448083 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

  •   First: The name of the limited liability company is West Valley Enterprises No. 3, LLC

 

  •   Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, DE. The 19808 name of its Registered agent at such address is The Company Corporation

 

  •   Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                         .”)

 

  •   Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 29th day of October, 2007.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:  

James F. Mosier

  Typed or Printed

Delaware File # 4448083

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: West Valley Enterprises No. 3, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is Central Valley Enterprises No. 3, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 27th day of Nov. , A.D. 2007

 

By:  

/s/ James F. Mosier

  Authorized Person(s) Secretary
Name:  

James F. Mosier

  Print or Type

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:58 PM 11/27/2007

FILED 03:58 PM 11/27/2007

SRV 071257985 – 4448083 FILE

 

 

File # 4448083

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:25 PM 11/30/2007

FILED 06:25 PM 11/30/2007

SRV 071273944 - 4448083 FILE

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: Central Valley Enterprises No. 3, LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

First: The name of the limited liability company is UCP Quail Run, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 30th day of November, A.D. 2007.

 

By:  

/s/ James F. Mosier

  Authorized Person(s) Secretary
Name:  

James F. Mosier

  Print or Type
 EX-3.248 97 d446145dex3248.htm EX-3.248 EX-3.248

Exhibit 3.248

OPERATING AGREEMENT

OF

UCP QUAIL RUN, LLC

A Delaware Limited Liability Company

This OPERATING AGREEMENT is made and entered into effective as of December 12, 2007, by West Valley Enterprises, LLC as the sole Member (the “Member”) of UCP Quail Run, LLC, a Delaware limited liability company (the “Company”) and the Company.

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions. The following terms, as used herein, shall have the following respective meanings:

Section 1.2. “Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.

Section 1.3. “Agreement” means this Operating Agreement, as it may be amended, restated or supplemented from time to time.

Section 1.4. “Certificate of Cancellation” shall have the meaning set forth in Section 8.4.

Section 1.5. “Certificate of Formation” means the certificate of formation of the Company, as amended or restated from time to time, filed in the Office of the Secretary of State of the State of Delaware in accordance with the Act.

Section 1.6. “Company” means UCP Quail Run, LLC.

Section 1.7. “Fiscal Year” shall have the meaning set forth in Section 7.1 hereof.

Section 1.8. “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency or Instrumentality thereof, or any court or arbitrator (public or private).

Section 1.9. “Interest” means the ownership interest of the Member in the Company (which shall be considered personal property for all purposes), consisting of (i) the Member’s interest in capital profits, losses, credits, allocations and distributions, (ii) the Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Act and (iii) the Member’s other rights and privileges as herein provided.

 

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Section 1.10. “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, limited liability companies, estates and other entities, whether or not legal entities.

Section 1.11. “Tax” or “Taxes” mean all federal, state, local and foreign income, property and sales taxes and tariffs and all charges, fees, levies or other assessments whether federal, state, local or foreign based upon or measured by income, capital, net worth or gain and any other tax including but not limited to all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, withholding, payroll, employment, social security, unemployment, FICA, FUTA, excise, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever including all interest and penalties thereon, and additions to tax or additional amounts imposed or charged by any Governmental Body.

Section 1.12. “Tax Authority” means any Governmental Body responsible for the imposition of any Tax.

Section 1.13. “Tax Return” means any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any legal requirement relating to any Tax.

Section 1.14. Unless the context otherwise requires, capitalized terms used in this Agreement but not herein defined shall have the meanings set forth in the Act.

Section 1.15. Rules of Construction : Unless the context otherwise requires, references to the plural shall include the singular and the singular shall include the plural, and the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provisions of this Agreement. Any use of the masculine, feminine or neuter herein shall be deemed to include a reference to each other gender.

ARTICLE II

FORMATION AND PURPOSE

Section 2.1. Name and Formation. The name of the Company shall be “UCP Quail Run, LLC” or such other name as the Member shall from time to time select. The Company is a limited liability company formed pursuant to the provisions of the Act.

Section 2.2. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

 

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Section 2.3. Principal Place of Business. The principal place of business of the Company shall be at such location that the Member determines from time to time.

Section 2.4. Registered Agent; Registered Office. The registered agent and the registered office for the Company in the State of Delaware shall be as set forth in the Certificate of Formation.

Section 2.5. Term. The term of the Company shall commence on the filing of the Certificate of Formation and shall continue until the Company is terminated upon the filing of a Certificate of Cancellation at the time specified in Section 8.1 and in accordance with Section 8.4 of this Agreement.

ARTICLE III

MANAGEMENT

Section 3.1. Management and Control. The management and control of the Company and of its business and the power to act for and bind the Company shall be vested exclusively in, and all matters and questions of policy and management shall be decided solely by the Member. The Member shall have all the rights and powers generally necessary or convenient in connection with the management and operation of the Company and of the business of the Company.

Section 3.2. Designation of Officers.

3.2.1. The Member may appoint by written resolution officers and agents of the Company to which the Member may delegate by written resolution whatever duties, responsibilities, and authority the Member may desire. Any officer or agent may be removed by the Member at any time by written resolution.

3.2.2. If an officer of the Company is appointed by the Member and given a title that is used by officers of a business corporation, the Member shall be deemed to have delegated to the officer the duties, responsibilities, and authority that would be expected to be exercised by an officer of a business corporation with the same title, unless the Member provides otherwise by written resolution.

ARTICLE IV

THE MEMBER

Section 4.1. Limitation of Liability. The Member shall not have any liability for the debts, obligations or liabilities of the Company or for the acts or omissions of any other member, officer, agent or employee of the Company, except to the extent provided in the Act. The failure of the Member to observe any formalities or requirements relating to the exercise of the powers of the Member or the management of the business and affairs of the Company under this Agreement or the Act shall not be grounds for imposing liability on the Member for liabilities of the Company.

 

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Section 4.2. Exculpation. To the fullest extent permitted by applicable laws, the Member shall not be liable, responsible or accountable in damages or otherwise to the Company or to any other Member for any act or omission performed or omitted by such Member (other than a willful misconduct involving self dealing) whether in his capacity as a Member or otherwise. To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities related thereto to the Company or to any other Member, such liabilities and duties are hereby deemed eliminated (other than liabilities arising out of a willful misconduct involving self dealing), and if elimination is not allowed by applicable laws, they shall be deemed limited to the fullest extent permitted by applicable laws.

Section 4.3. Compensation. The Member shall be entitled to reimbursement of expenses reasonably incurred on behalf of the Company. Such expenses shall include, without limitations, supplies and equipment, rentals, salaries to third persons, insurance, legal services, accounting services, fees or commissions paid to third parties, and similar costs and expenses. At the election of the Member, the Member may be entitled to compensation for management services rendered, in an amount to be determined from time to time by the Member.

Section 4.4. Assignability of Membership interests. The economic interest of the Member in the Company is assignable, in whole or in part, either voluntarily or by operation of law.

Section 4.5. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

ARTICLE V

PROFITS AND LOSSES

Section 5.1. Allocations of Profit and Losses. The Company’s profits and losses shall be allocated 100% to the Member.

ARTICLE VI

DISTRIBUTIONS

Section 6.1. Cash Distribution. Cash distributions shall be distributed to the Member of the Company at the times and in the aggregate amounts determined by the Member from time to time.

Section 6.2. Distributions on Liquidation. If all or substantially all of the assets of the Company are sold in connection with a liquidation of the Company, or if the Company is otherwise liquidated, the assets of the Company shall be distributed in the following order and priority: (i) first to creditors, including the Member if the Member is a creditor, to the extent permitted by law, in satisfaction of the Company’s liabilities; and (ii) then to the Member. Such distributions shall be in cash or property or partly in both, as determined by the Member.

 

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Section 6.3. Distributions pursuant to Section 6.2 may be distributed to a trust established for the benefit of the Member for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to a Member from time to time in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Member pursuant to this Agreement.

Section 6.4. The Member, in distributing assets of the Company in accordance with this Section 6.4, shall have full power and authority to sell any or all of the assets of the Company or to distribute the same in kind to the Member. The fair market value of any assets to be distributed in kind shall be determined by the Member. Any assets distributed in kind shall be subject to all operating agreements or other agreements relating thereto, which shall survive the termination of the Company. Following the completion of the winding up of the affairs of the Company and the distribution of its assets, the Member shall file a Certificate of Cancellation pursuant to the provisions of the Act.

ARTICLE VII

FINANCIAL/TAX MATTERS

Section 7.1. Fiscal Year. The fiscal year of the Company shall end on December 31.

Section 7.2. Company Funds. Pending application or distribution, the funds of the Company shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, including without limitation, federally insured checking and savings accounts, certificates of deposit and time or demand-deposits in U.S. government agencies or government backed securities or mutual funds investing primarily in such securities, or such other investments as the Member deem appropriate.

Section 7.3. Tax Returns. To the extent the Company is required by the applicable federal, state, local, or foreign Tax law to file Tax Returns, the Member shall cause Tax Returns of the Company to be prepared and timely filed with the appropriate Tax Authorities and shall timely pay, out of Company funds, any tax owing by the Company.

Section 7.4. Elections. The Member may make any tax elections for the Company allowed under the U.S. Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction have taxing jurisdiction over the Company.

ARTICLE VIII

DISSOLUTION

Section 8.1. Dissolution. The Company shall be dissolved upon the first to occur of the following: (i) the sole Member determines to effect such dissolution, or (ii) the entry of an order of judicial dissolution under § 18-802 of the Act. The death (or dissolution in the case of a

 

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member that is not a natural person), retirement, insanity, resignation, or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Section 8.2. No Other Dissolution. Except as provided in Section 8.1, this Agreement shall not be terminated.

Section 8.3. Liquidation. Upon dissolution, the Company shall cease carrying on any and all business other than the winding up of the Company business, but the Company is not terminated and shall continue until the winding up of the affairs of the Company is completed and a certificate of cancellation has been filed pursuant to the Act.

Section 8.4. Certificate of Cancellation. Following dissolution of the Company pursuant to this Article VIII, when all debts, liabilities and obligations of the Company have been paid, satisfied, comprised or otherwise discharged or adequate provisions have been made therefore, and all assets have been distributed to the Member, a Certificate of Cancellation shall be filed if required by the Act.

ARTICLE IX

INDEMNIFICATION

Section 9.1. Indemnification. The Company shall indemnify the Member and those authorized officers, agents, and employees of the Company identified in writing by the Member as entitled to be indemnified under this section for all costs, losses, liabilities and damages paid or accrued by the Member (as the member or as an officer, agent, or employee) or any such officer, agent or employee in connection with the business of the Company, except to the extent prohibited by the laws of the State of Delaware, In addition, the Company may advance costs of defense of any proceeding to the Member or any such officer, agent, or employee upon receipt by the Company of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Company.

ARTICLE X

GENERAL MATTERS

Section 10.1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Company shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time by the Member.

Section 10.2. Contracts and Instruments; How Executed. The Member, except as otherwise provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Company, and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Member or within the agency power of an officer, no officer, agent, or employee

 

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other than the President, the Chief Executive Officer or the Vice President shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

ARTICLE XI

RECORDS AND REPORTS

Section 11.1. Maintenance of Records. The accounting books and records, resolutions of the Member and all other information pertaining to the Company that is required to be made available to the Member under the Act shall be kept at such place or places designated by the Member or in the absence of such designation, at the principal place of business of the Company. The resolutions shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered.

ARTICLE XII

MISCELLANEOUS

Section 12.1. Governing Law. This Agreement shall be governed by and interpreted under the substantive laws of the State of Delaware.

Section 12.2. Entire Agreement. This Agreement represents the entire agreement in respect of its subject matter and supersedes all prior agreements, and shall, except as otherwise expressly provided to the contrary, benefit and bind the personal representatives and assigns of the Member.

Section 12.3. Headings. The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.

Section 12.4. Notice. Notices to the Member shall be given in writing and personally served or sent by registered or certified mail, return receipt requested, to the Member’s last known address. All such notices shall be deemed received upon date of personal service or if mailed as provided herein, upon date of receipt; or, if delivery is refused or cannot be completed, then upon date of second attempted delivery.

Section 12.5. Amendment. This Agreement may be amended from time to time in writing by the Member.

IN WITNESS WHEREOF, and intending to be legally bound, the Member has executed this Operating Agreement as of the day and date first above written.

 

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MEMBER:

WEST VALLEY ENTERPRISES, LLC

By:  

  

/s/ James F. Mosier

  James F. Mosier
  Secretary

 

8

EX-3.249 98 d446145dex3249.htm EX-3.249 EX-3.249

Exhibit 3.249

 

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:56 PM 06/30/2011

FILED 07:56 PM 06/30/2011

SRV 110784433 - 5005285 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP Sagewood, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Services Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                    . ”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 30th day of June, 2011.

 

By:  

/s/ John R. Hart

  Authorized Person(s)
Name:   John R. Hart, CEO
 EX-3.250 99 d446145dex3250.htm EX-3.250 EX-3.250

Exhibit 3.250

LIMITED LIABILITY COMPANY AGREEMENT

OF

UCP SAGEWOOD, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of UCP Sagewood, LLC (the “Company”) is made and entered into as of this 11th day of July, 2011, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP Sagewood, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

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8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP SAGEWOOD, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

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14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC
a Delaware limited liability company
By:   /s/ Maxim C.W. Webb
Name:   Maxim C.W. Webb
Title:   Treasurer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC, Original Member

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

John R. Hart

Maxim C.W. Webb

INITIAL OFFICERS

 

   

Name

   

Title

     
  John R. Hart    Chief Executive Officer   
  Dustin L. Bogue    President and Chief Operating Officer   
  William J. La Herran    Chief Financial Officer   
  Maxim C.W. Webb    Vice President and Treasurer   
EX-3.251 100 d446145dex3251.htm EX-3.251 EX-3.251

Exhibit 3.251

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP Santa Ana Hollister, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. Zip code 19808. The name of its Registered agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                             .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

    

In Witness Whereof, the undersigned have executed this Certificate of Formation this 15th day of January, 2014.

 

By:  

/s/ James F. Mosier

  Authorized Person(s)
Name:   James F. Mosier

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:16 PM 01/15/2014

FILED 05:16 PM 01/15/2014

SRV 140053745 – 5466464 FILE

 EX-3.252 101 d446145dex3252.htm EX-3.252 EX-3.252

Exhibit 3.252

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP SANTA ANA HOLLISTER, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP Santa Ana Hollister, LLC (the “Company”) is made and entered into as of this 15th day of January, 2014, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware, Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP Santa Ana Hollister, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 99 Almaden Boulevard, Suite 400, San Jose, California 95113, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is Corporation Service Company, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

6. Members.

6.1. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

6.2. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

6.3. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

6.4. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

8.1. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.5 below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

8.2. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

 

2

8.3. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

8.4. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

8.5. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.5 may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

8.6. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

8.7. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

3

  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP SANTA ANA HOLLISTER, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

 

4

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

15.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

15.2. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

15.3. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

 

5

15.4. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit, entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

15.5. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

15.6. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise shall be reduced by any amount, such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

15.7. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

15.8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight, on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member

 

6

acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC
a Delaware limited liability company
By:   /s/ William J. LaHerran
Name:  William J. LaHerran
Title:   Chief Financial Officer and Treasurer

 

7

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC, Original Member

99 Almaden Boulevard, Suite 400, San Jose, CA 95113

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS

John R. Hart

Maxim C.W. Webb

INITIAL OFFICERS

 

   

Name

   

Title

     
  John R. Hart    Chairman   
  Dustin L. Bogue    President and Chief Executive Officer   
  William J. La Herran    Chief Financial Officer and Treasurer   
  Maxim C.W. Webb    Vice President   
  James W. Fletcher    Chief Operating Officer   
  James F. Mosier    Secretary   
EX-3.253 102 d446145dex3253.htm EX-3.253 EX-3.253

Exhibit 3.253

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:18 PM 05/29/2009

FILED 01:18 PM 05/29/2009

SRV 090560716 - 4692836 FILE

     

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP Soledad, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                 .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

 

 
 
 
 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 29th day of May, 2009

 

By:   /s/ James F. Mosier
  Authorized Person (s)
Name:   James F. Mosier
  Secretary
 EX-3.254 103 d446145dex3254.htm EX-3.254 EX-3.254

Exhibit 3.254

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP SOLEDAD, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP Soledad, LLC (the “Company”) is made and entered into as of this 30th day of May 2009, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP Soledad, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 6489 Camden Avenue, Suite 204, San Jose, California 95120, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation, whose address in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

6. Members.

A. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

1

B. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

C. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

D. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

A. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.E below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

 

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B. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

C. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

D. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

E. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.E may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

F. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

G. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP SOLEDAD, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

 

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13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

A. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

B. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

C. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation

 

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or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

D. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

E. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

F. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

G. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

H. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

 

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16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC, a Delaware limited liability company

By:

  

/s/ James F. Mosier

Name:

  

James F. Mosier

Title:

  

Secretary

 

 

 

   S-1    Limited Liability Company Agreement

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC *Original Member*

6489 Camden Avenue, Suite 204, San Jose, CA 95120

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS:

John R. Hart, Chairman

Richard H. Sharpe

Maxim C. W. Webb

INITIAL OFFICERS:

John R. Hart, Chairman and CEO

Dustin L. Bogue, President and COO

William J. La Herran, CFO

Richard H. Sharpe, Vice President

Maxim C. W. Webb, Vice President and Treasurer

James F. Mosier, Secretary

EX-3.255 104 d446145dex3255.htm EX-3.255 EX-3.255

Exhibit 3.255

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:15 PM 04/08/2008

FILED 06:15 PM 04/08/2008

SRV 080407798 - 4531059 FILE

   

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is UCP Tapestry, LLC

Second: The address of its registered office in the State of Delaware is 2711 Centreville Road, Suite 400 in the City of Wilmington, DE Zip code 19808. The name of its Registered agent at such address is The Company Corporation

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                 .”)

Fourth: (Insert any other matters the members determine to include herein.)

 

      
      
      

In Witness Whereof, the undersigned have executed this Certificate of Formation this 8th day of April, 2008

 

By:   /s/ James F. Mosier
  Authorized Person (s)
Name: James F. Mosier
 EX-3.256 105 d446145dex3256.htm EX-3.256 EX-3.256

Exhibit 3.256

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

UCP TAPESTRY, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP Tapestry, LLC (the “Company”) is made and entered into as of this 8th day of April 2008, by UCP, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

The Member desires to form a limited liability company pursuant to the laws of the State of Delaware. Accordingly, the Original Member (and each successor Member) agrees as follows:

1. Formation. The Original Member has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”) and subject to the terms, provisions and conditions set forth in this Agreement.

2. Filing. In connection with the formation of the Company, an authorized person has caused a Certificate of Formation that complies with the requirements of the Act to be properly filed with the Delaware Secretary of State. The Original Member hereby ratifies and confirms the filing of the Company’s Certificate of Formation.

3. Name. The name of the Company shall be “UCP Tapestry, LLC”. The Member may conduct the business of the Company under any other name deemed necessary or desirable.

4. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

5. Principal Office, Registered Office and Registered Agent. The address of the principal office of the Company is 4820 Harwood Road, Suite 100, San Jose, CA 95124, or any other place the Board of Managers (as defined below) may designate from time to time. The name of the Company’s registered agent in Delaware is The Company Corporation. Whose address in the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808

6. Members.

A. Membership Interests. The Original Member is the holder of all of the membership interests of the Company, as set forth on Exhibit A (the “Membership Interests”). No Member shall have any obligation to make any additional capital contributions to the Company, but may make such additional capital contributions to the Company as such Member, it its sole discretion, may deem necessary or advisable in connection with the business of the Company.

 

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B. Limited Liability. Except as expressly set forth in this Agreement or required under the Act, no Member, Manager (as defined below) or Officer (as defined below) shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager or an Officer of the Company. Except as expressly set forth in this Agreement or in a separate written agreement, in no event shall any Member (or former Member) be obligated to guarantee any indebtedness or other obligations of the Company at any time outstanding or have any liability for the repayment or discharge of the debts and obligations of the Company or for the repayment of any capital contribution of any other Member.

C. Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

D. Members Are Not Agents. Pursuant to Section 8, the management of the Company is vested in the Board of Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind or

execute any instrument on behalf of the Company.

7. Profits and Losses; Distributions. The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

8. Management.

A. Management and Control; Day to Day Affairs of the Company. The management of the Company is vested in one or more managers (each, a “Manager” and collectively, the “Board of Managers”) and the day-to-day business and affairs of the Company shall be delegated by the Board of Managers to the officers of the Company as described in Section 8.E below (the “Officers”). Any Officer acting pursuant to authority granted by the Board of Managers or the provisions of this Agreement is authorized to take any actions, to make any determinations and to provide any consents permitted to be taken, made or provided by the Company under this Agreement; provided, however, that no Officer shall take any action, make any determination or provide any consent expressly reserved by this Agreement to the sole Member or reserved to the Board of Managers pursuant to an action duly and validly taken by a majority of the Board of Managers, or if there is only one Manager, by the sole Manager.

 

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B. Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.

C. Resignation and Removal. Any or all Managers may be removed, with or without cause, by the Member. Any removal shall be without prejudice to the rights, if any, of such Manager under any contract of employment. Any Manager may resign as a manager at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. Unless the Managers have earlier resigned or been removed, the Managers shall hold office until the expiration of the term for which they were elected, or if no term was provided, until their successors have been elected and qualified.

D. Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.

E. Officers. The Officers shall be appointed by the Board of Managers and shall serve at the pleasure of the Board of Managers, subject to the rights, if any, of an Officer under any contract of employment. Any Officer may resign at any time upon written notice to the Company without prejudice to the rights, if any, of the Company under any contract to which such Officer is a party. Those Officers may include, without limitation, a chairman, a president, a chief financial officer, an executive vice president, a secretary, a treasurer and any other Officers the Board of Managers deems appropriate. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 8.E may be revoked at any time by the Board of Managers. The initial Officers of the Company are listed on Exhibit B.

F. An Officer may, but need not, be a Manager of the Company and any number of offices may be held by the same person.

G. Performance of Duties; Reliance on Others. In performing their duties, the Officers and the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless such Manager or such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that such Manager or Officer acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

 

  (i) one or more Officers, employees or other agents of the Company whom the Managers reasonably believes to be reliable and competent in the matters presented; and

 

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  (ii) any attorney, independent accountant, valuation consultant, or other person as to matters that the Officer or the Managers reasonably believes to be within such person’s professional or expert competence.

9. Dissolution. The term of the Company shall be perpetual, unless earlier terminated following the occurrence of any event identified in this Section 9. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence:

 

  A. the written consent of sole Member;

 

  B. any event which makes it unlawful for the business of the Company to be carried on;

 

  C. the entry of a decree of judicial dissolution under Section 18-802 of the Act; or

 

  D. as otherwise specified under the Act.

10. Liquidation. Upon dissolution of the Company, the Board of Managers shall wind up the affairs of the Company and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Company. Subject to the Act, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the sole Member.

11. Membership Interests as Securities. All Membership Interests shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in the membership interests of the Company. The Membership Interests shall be represented by certificates, and each certificate evidencing Membership Interests shall bear the following legend:

“FOR PURPOSES OF SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY RELEVANT JURISDICTION IN THE UNITED STATES OF AMERICA, THE CERTIFICATES REPRESENTING AN INTEREST IN UCP TAPESTRY, LLC SHALL CONSTITUTE “SECURITIES” WITHIN THE MEANING OF SECTION 8-102 AND SECTION 8-103 OF THE UNIFORM COMMERCIAL CODE.”

12. Amendments. Amendments to this Agreement may be made in the sole and absolute discretion of the Member and only by an instrument in writing signed by the Member.

 

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13. Assignments and Transfers of Interests. The Member may transfer all or any portion of its interest in the Company to any person at any time.

14. Successors and Assigns. Except as provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and its legal representatives, successors and assigns.

15. Exculpation and Indemnification.

A. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Company shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Managers.

B. Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a Manager or Officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Manager or Officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Section 15 or otherwise.

C. Non-Exclusivity of Rights. The rights conferred on any person by this Section 15 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the this Agreement, vote of the Member or disinterested Managers or otherwise. All rights to indemnification under this Section 15 shall be deemed to be a contract between the Company and each Manager and Officer of the Company who serves or served in such capacity or is or was serving at the request of the Company as a director, officer, employee, duly authorized attorney-in-fact, or agent of another entity, including any corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, at any time while this Section 15 is in effect. Any repeal or modification of this Section 15 or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Company arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Section 15, references to “the Company” include all constituent entities absorbed in a consolidation

 

5

or merger as well as the resulting or surviving entity, so that any person who is or was a director, manager, officer, employee or agent of such a constituent entity or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section 15, with respect to the resulting or surviving entity, as such person would if such person had served the resulting or surviving entity in the same capacity.

D. Reliance. Any Person who after the date of the adoption of this provision becomes or remains a Manager or Officer of the Company or who, while a Manager or Officer of the Company, becomes or remains at the request of the Company a director, officer, employee, duly authorized attorney-in-fact or agent of another entity, including a corporation, limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section 15 in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section 15 shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

E. Savings Clause. If this Section 15 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Section 15 as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Section 15 to the full extent permitted by any applicable portion of this Section 15 that shall not have been invalidated and to the full extent permitted by applicable law.

F. Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

G. Insurance. The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

H. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 15 shall not adversely affect any right or protection under this Section 15 of any person in respect of any act or omission occurring prior to the time of such repeal or modification without such person’s express written consent.

 

6

16. Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting purposes shall end at midnight on December 31 in each year; and each new Fiscal Year begins on January 1 in each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

17. Governing Law; Jurisdiction. This Agreement and the rights and remedies of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

[Remainder of page intentionally left blank]

 

7

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

 

UCP, LLC, a Delaware limited liability company
By:   /s/ James F. Mosier
Name:   James F. Mosier
Title:   Secretary

 

   S-1    Limited Liability Company Agreement

EXHIBIT A

MEMBERSHIP UNITS AND

MEMBERSHIP INTEREST

 

Name and Address of Member

    Units      Ownership
Interest		  

UCP, LLC *Original Member*

4820 Harwood Road, Suite 100, San Jose, CA 95124

      100        100 % 
  

 

 

     

 

 

  

TOTAL:

      100        100 % 
  

 

 

     

 

 

  

EXHIBIT B

INITIAL BOARD OF MANAGERS:

John R. Hart, Chairman

Richard H. Sharpe

Maxim C. W. Webb

INITIAL OFFICERS:

John R. Hart,

Chairman and CEO

Dustin L. Bogue,

President and COO

William J. La Herran,

CFO

Richard H. Sharpe,

Vice President

Maxim C. W. Webb,

Vice President and Treasurer

James F. Mosier,

Secretary

EX-5.1 106 d446145dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

October 26, 2017

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

 

Re: Century Communities, Inc.

 

  Registration Statement on Form S-4 Relating to the Offer to Exchange up to $400,000,000 in Aggregate Principal Amount of 5.875% Senior Notes due 2025 and Related Guarantees for 5.875% Senior Notes due 2025 and Related Guarantees

Ladies and Gentlemen:

We have acted as counsel to Century Communities, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offer to exchange (the “Exchange Offer”) up to $400,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2025 (the “Exchange Notes”) for any and all of its outstanding 5.875% Senior Notes due 2025 issued on May 12, 2017 (the “Initial Notes”) pursuant to the Company’s Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on October 26, 2017 (the “Registration Statement”). The Initial Notes were issued, and the Exchange Notes are to be issued, under the Indenture, dated as of May 12, 2017 (as amended and/or supplemented, the “Indenture”), among the Company, the Company’s subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Exchange Notes will be guaranteed by each of the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) pursuant to the terms of the Indenture (the “Guarantees”). This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus contained in the Registration Statement (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Exchange Notes and the Guarantees.

In rendering the opinions expressed below, we have acted as counsel for the Company and have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of such corporate documents, records, agreements and instruments of the Company and the Guarantors, certificates of officers of the Company and the Guarantors, resolutions of the Company’s board of directors and committees thereof, resolutions of the managers of the Guarantors, certificates of public officials, and such other documents, records, agreements, instruments and certificates, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have deemed relevant and necessary as a basis for the opinions set forth herein. In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons who have executed any of the documents reviewed by us, and the conformity with the original documents of any copies thereof submitted to us for our examination. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates and/or statements of public officials and of officers of the Company and the Guarantors with respect to the accuracy of material factual matters contained therein which were not independently verified. In making our examination of documents executed by parties other than the Company and the Guarantors, we have assumed that such others parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also

GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW • WWW.GTLAW.COM

1840 Century Park East, Suite 1900 • Los Angeles, California 90067 • Tel 310.586.7700 • Fax 310.586.7800

Century Communities, Inc.

October 26, 2017

Page 2

 

assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such other parties of such documents, and the validity and binding effect thereof. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Our opinions set forth herein are limited to the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the General Corporation Law of the State of California, the Colorado Limited Liability Company Act, the Georgia Limited Liability Company Act, the Nevada Limited-Liability Company Act, the Utah Revised Uniform Limited Liability Company Act, and the laws of the State of New York, as applicable, and we do not express any opinion herein with respect to the laws of any other jurisdiction. In addition, we express no opinion as to matters relating to compliance with any federal or state antifraud laws, any securities or blue sky laws of any jurisdiction, or any other rules or regulations relating to securities.

Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed, issued and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Initial Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement and the Prospectus, (i) the Exchange Notes will have been duly authorized by all necessary corporate action of the Company, and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, and (ii) the Guarantees will have been duly authorized by all necessary limited liability company action of the Guarantors, and will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

The foregoing opinions as to the enforceability of obligations of the Company and the Guarantors are subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality).

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are a party whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date hereof, and we do not undertake any obligation to advise you of any changes in our opinions expressed herein resulting from matters that may arise after the date hereof or that may hereinafter come to our attention. We express no opinions other than as expressly set forth herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

 

Sincerely,
/s/ Greenberg Traurig, LLP
Greenberg Traurig, LLP

GREENBERG TRAURIG

SCHEDULE I

Guarantors

 

Name of Guarantor

   

State of
Formation or
Organization

Augusta Pointe, LLC

    Colorado

Avalon at Inverness, LLC

    Colorado

AVR A, LLC

    Colorado

AVR B, LLC

    Colorado

AVR C, LLC

    Colorado

Beacon Pointe, LLC

    Colorado

Benchmark Builders North Carolina, LLC

    Delaware

Benchmark Communities, LLC

    Delaware

Benchmark Madera I, LLC

    Delaware

Blackstone Homes, LLC

    Colorado

BMC Carnation, LLC

    Delaware

BMC Cornerstone II Ripon, LLC

    Delaware

BMC East Garrison, LLC

    Delaware

BMC EG Bluffs, LLC

    Delaware

BMC EG Bungalow, LLC

    Delaware

BMC EG Courtyards, LLC

    Delaware

BMC EG Garden, LLC

    Delaware

BMC EG Grove, LLC

    Delaware

BMC EG Towns, LLC

    Delaware

BMC EG Village, LLC

    Delaware

BMC Heights, LLC

    Delaware

BMC Meadowood II, LLC

    Delaware

BMC Pine Ridge, LLC

    Delaware

BMC Promise Way, LLC

    Delaware

BMC Rancho Etiwanda, LLC

    Delaware

BMC Realty Advisors, Inc

    California

BMC Red Hawk, LLC

    Delaware

BMC Rosemead, LLC

    Delaware

BMC Sagewood, LLC

    Delaware

BMC Sagewood 40s, LLC

    Delaware

BMC Sagewood 60s, LLC

    Delaware

 

S-I-1

BMC Shields Locan, LLC

    Delaware

BMC Stein, LLC

    Delaware

BMC Touchstone, LLC

    Delaware

BMC Wood Ranch, LLC

    Delaware

BMCH California, LLC

    Delaware

BMCH North Carolina, LLC

    Delaware

BMCH Tennessee, LLC

    Delaware

BMCH Washington, LLC

    Delaware

Bradburn Village Homes, LLC

    Colorado

Casa Acquisition Corp.

    Delaware

CC Communities, LLC

    Colorado

CCC Holdings, LLC

    Colorado

CCG Constructors LLC

    Georgia

CCG Realty Group LLC

    Georgia

CCH Homes, LLC

    Colorado

Centennial Holding Company LLC

    Colorado

Central Park Rowhomes, LLC

    Colorado

Century at Ash Meadows, LLC

    Colorado

Century at Beacon Pointe, LLC

    Colorado

Century at Caley, LLC

    Colorado

Century at Candelas, LLC

    Colorado

Century at Carousel Farms, LLC

    Colorado

Century at Claremont Ranch, LLC

    Colorado

Century at Compark Village North, LLC

    Colorado

Century at Compark Village South, LLC

    Colorado

Century at Forest Meadows, LLC

    Colorado

Century at Harvest Meadows, LLC

    Colorado

Century at Landmark, LLC

    Colorado

Century at Littleton Village, LLC

    Colorado

Century at LOR, LLC

    Colorado

Century at Lowry, LLC

    Colorado

Century at Marvella, LLC

    Colorado

Century at Mayfield, LLC

    Colorado

Century at Midtown, LLC

    Colorado

Century at Millennium, LLC

    Colorado

Century at Murphy Creek, LLC

    Colorado

 

S-I-2

Century at Oak Street, LLC

    Colorado

Century at Observatory Heights, LLC

    Colorado

Century at Outlook, LLC

    Colorado

Century at Salisbury Heights, LLC

    Colorado

Century at Southshore, LLC

    Colorado

Century at Sterling Ranch, LLC

    Colorado

Century at Terrain, LLC

    Colorado

Century at The Grove, LLC

    Colorado

Century at The Meadows, LLC

    Colorado

Century at Vista Ridge, LLC

    Colorado

Century at Wildgrass, LLC

    Colorado

Century at Wolf Ranch, LLC

    Colorado

Century City, LLC

    Colorado

Century Communities of Georgia, LLC

    Colorado

Century Communities of Nevada, LLC

    Delaware

Century Communities of Nevada Realty, LLC

    Nevada

Century Communities of Utah, LLC

    Utah

Century Communities Southeast, LLC

    Colorado

Century Group LLC

    Colorado

Century Land Holdings, LLC

    Colorado

Century Land Holdings II, LLC

    Colorado

Century Land Holdings of Texas, LLC

    Colorado

Century Land Holdings of Utah, LLC

    Utah

Century Rhodes Ranch GC, LLC

    Delaware

Century Tuscany GC, LLC

    Delaware

Cherry Hill Park, LLC

    Colorado

Cottages at Willow Park, LLC

    Colorado

Enclave at Boyd Ponds, LLC

    Colorado

Enclave at Cherry Creek, LLC

    Colorado

Estates at Chatfield Farms, LLC

    Colorado

Hearth at Oak Meadows, LLC

    Colorado

Hometown, LLC

    Colorado

Hometown South, LLC

    Colorado

Lakeview Fort Collins, LLC

    Colorado

Madison Estates, LLC

    Colorado

Meridian Ranch, LLC

    Colorado

Montecito at Ridgegate, LLC

    Colorado

S-I-3

Neighborhood Associations Group, LLC

    Delaware

Park 5th Avenue Development Co., LLC

    Colorado

Reserve at Highpointe Estates, LLC

    Colorado

Reserve at The Meadows, LLC

    Colorado

Saddle Rock Golf, LLC

    Colorado

Saddleback Heights, LLC

    Colorado

Stetson Ridge Homes, LLC

    Colorado

The Retreat at Ridgegate, LLC

    Colorado

The Vistas at Nor’wood, LLC

    Colorado

The Wheatlands, LLC

    Colorado

UCP, LLC

    Delaware

UCP Barclay III, LLC

    Delaware

UCP Chateau Grove, LLC

    Delaware

UCP East Garrison, LLC

    Delaware

UCP Hillcrest Hollister, LLC

    Delaware

UCP Jovita, LLC

    Delaware

UCP Kerman, LLC

    Delaware

UCP Meadowood III, LLC

    Delaware

UCP Quail Run, LLC

    Delaware

UCP Sagewood, LLC

    Delaware

UCP Santa Ana Hollister, LLC

    Delaware

UCP Soledad, LLC

    Delaware

UCP Tapestry, LLC

    Delaware

Venue at Arista, LLC

    Colorado

Verona Estates, LLC

    Colorado

Villas at Murphy Creek, LLC

    Colorado

Waterside at Highland Park, LLC

    Colorado

Westown Condominiums, LLC

    Colorado

Westown Townhomes, LLC

    Colorado

Wildgrass, LLC

    Colorado

 

S-I-4

EX-12.1 107 d446145dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

CENTURY COMMUNITIES, INC.

Statement Regarding Computation of Ratio of Earnings to Fixed Charges

The following table sets forth our ratio of earnings to fixed charges for the six months ended June 30, 2017 and 2016, and for the years ended December 31, 2016 and 2015.

 

     Six Months Ended
June 30,		      Year Ended
December 31,		  
(Dollars in thousands)    2017      2016      2016      2015  

Earnings

    $ 47,297      $ 39.721      $ 93,118      $ 70, 767  
  

 

 

     

 

 

     

 

 

     

 

 

  

Fixed charges

    $ 18,870      $ 13,239      $ 27, 371      $ 20,693  

Earnings to fixed charges

    $ 2.51      $ 3.00      $ 3.40      $ 3.42  
  

 

 

     

 

 

     

 

 

     

 

 

  

Earnings (Loss):

            

Income before income tax expense

    $ 35,160      $ 31,526      $ 73,149      $ 60,305  

Add: fixed charges

      18,870        13,239        27,371        20,693  

Less: capitalized interest

      (18,564 )       (13,029 )       (26,904 )       (20,313 ) 

Add: amortization of previously capitalized interest

      11,831        7,985        19,502        10,082  
  

 

 

     

 

 

     

 

 

     

 

 

  

Total earnings

    $ 47,297      $ 39,721      $ 93,118      $ 70,767  
  

 

 

     

 

 

     

 

 

     

 

 

  

Fixed Charges:

            

Interest expense(1)

    $ 2      $ 4      $ 5      $ 10  

Interest component of rent expense

      304        206        462        370  

Capitalized interest

      18,564        13,029        26,904        20,313  
  

 

 

     

 

 

     

 

 

     

 

 

  

Total fixed charges

    $ 18,870      $ 13,239      $ 27,371      $ 20,693  
  

 

 

     

 

 

     

 

 

     

 

 

  

 

(1) Excludes capitalized interest
EX-23.1 108 d446145dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Century Communities, Inc. for the Offer to Exchange 5.875% Senior Notes due 2025 and Related Guarantees for 5.875% Senior Notes due 2025 and Related Guarantees, and to the incorporation by reference therein of our report dated February 14, 2017, with respect to the consolidated financial statements of Century Communities, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Denver, Colorado

October 26, 2017

EX-23.2 109 d446145dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated March 2, 2017, relating to the consolidated financial statements of UCP, Inc., and the effectiveness of UCP, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of UCP, Inc. for the year ended December 31, 2016, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

San Diego, CA

October 26, 2017

EX-25.1 110 d446145dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

 

 

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

 

31-0841368

I.R.S. Employer

Identification No.

 

800 Nicollet Mall

Minneapolis, Minnesota

   55402
(Address of principal executive offices)   (Zip Code)

Kathy L. Mitchell

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT 06103

(860) 241-6832

(Name, address and telephone number of agent for service)

 

 

Century Communities, Inc.

(Issuer with respect to the Securities)

 

 

 

Delaware   68-0521411

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado

   80111
(Address of Principal Executive Offices)   (Zip Code)

5.875% Senior Notes Due 2025

(Title of the Indenture Securities)

 

 

 

FORM T-1

 

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

 

  a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

 

  b) Whether it is authorized to exercise corporate trust powers.

Yes

 

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

 

Items 3-15. Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

 

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

 

  1. A copy of the Articles of Association of the Trustee.*

 

  2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

 

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

 

  4. A copy of the existing bylaws of the Trustee.**

 

  5. A copy of each Indenture referred to in Item 4. Not applicable.

 

  6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

 

  7. Report of Condition of the Trustee as of June 30, 2017 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to Registration Statement on Form S-4, Registration Number 333-128217, filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to Registration Statement on Form S-3ASR, Registration Number 333-199863, filed on November 5, 2014.

 

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Hartford, State of Connecticut on the 26 of October, 2017.

 

By: /s/ Kathy L. Mitchell                        

        Kathy L. Mitchell
        Vice President

 

3

Exhibit 2

 

LOGO

 

Office of the Comptroller of the Currency

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

 

   IN TESTIMONY WHEREOF, today, June 7, 2017, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
LOGO   

LOGO

 

Acting Comptroller of the Currency

 

4

Exhibit 3

 

LOGO

 

Office of the Comptroller of the Currency

Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

 

   IN TESTIMONY WHEREOF, today, June 7, 2017, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
LOGO   

LOGO

 

Acting Comptroller of the Currency

 

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: October 26, 2017

 

By: /s/ Kathy L. Mitchell                            
      Kathy L. Mitchell
      Vice President

 

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2017

($000’s)

 

     6/30/2017  

Assets

   

Cash and Balances Due From Depository Institutions

    $ 28,930,463  

Securities

      110,114,701  

Federal Funds

      51,218  

Loans & Lease Financing Receivables

      276,413,785  

Fixed Assets

      4,477,993  

Intangible Assets

      12,859,050  

Other Assets

      24,062,996  
  

 

 

  

Total Assets

    $ 456,910,206  

Liabilities

   

Deposits

    $ 357,756,287  

Fed Funds

      998,184  

Treasury Demand Notes

      0  

Trading Liabilities

      878,885  

Other Borrowed Money

      33,876,373  

Acceptances

      0  

Subordinated Notes and Debentures

      3,800,000  

Other Liabilities

      12,866,522  
  

 

 

  

Total Liabilities

    $ 410,176,251  

Equity

   

Common and Preferred Stock

      18,200  

Surplus

      14,266,915  

Undivided Profits

      31,649,555  

Minority Interest in Subsidiaries

      799,285  
  

 

 

  

Total Equity Capital

    $ 46,733,955  

Total Liabilities and Equity Capital

   $ 456,910,206  

 

7

EX-99.1 111 d446145dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

LETTER OF TRANSMITTAL

FOR

OFFER TO EXCHANGE

5.875% SENIOR NOTES DUE 2025 AND RELATED GUARANTEES

FOR

5.875% SENIOR NOTES DUE 2025 AND RELATED GUARANTEES

OF

CENTURY COMMUNITIES, INC.

PURSUANT TO THE PROSPECTUS DATED                 , 2017

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE EVENING OF                 , 2017 (THE 25TH BUSINESS DAY FOLLOWING COMMENCEMENT OF THE EXCHANGE Offer), UNLESS EXTENDED (THE “EXPIRATION DATE”).

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

 

By Hand, Overnight Delivery or Mail

(Registered or Certified Mail Recommended):

   

By Facsimile Transmission

(for eligible institutions only):

U.S. Bank National Association

Corporate Trust Support Services

111 Fillmore Avenue East

St. Paul, MN 55107

Attention: Specialized Finance Department

   

(651) 466-7372

Attention: Specialized Finance

 

Fax cover sheets should provide a call-back number and request a call back, upon receipt.

 

Confirm receipt by calling:

(651) 466-7150

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.

DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The undersigned hereby acknowledges receipt of the prospectus, dated                 , 2017, of Century Communities, Inc. a Delaware corporation (the “Issuer”), which, together with this letter of transmittal, constitute the Issuer’s offer to exchange, in an exchange offer (the “Exchange Offer”), up to $400,000,000 aggregate principal amount of any and all of its outstanding

privately offered and placed 5.875% Senior Notes due 2025 and related guarantees issued on May 12, 2017 (the “Initial Notes”) for new 5.875% Senior Notes due 2025 and related guarantees (the “Exchange Notes”) that are registered under the Securities Act of 1933, as amended (the “Securities Act”). Initial Notes may only be tendered in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

IF YOU DESIRE TO EXCHANGE YOUR INITIAL NOTES FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF EXCHANGE NOTES, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR INITIAL NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE CAREFULLY READ THE INSTRUCTIONS SET FORTH BELOW BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

This letter of transmittal is to be completed by holders of the Issuer’s Initial Notes if either certificates representing such notes are to be forwarded herewith or, unless an agent’s message is used, tenders of such notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the heading “The Exchange Offer—Procedures for Tendering Initial Notes.”

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

Holders that are tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute the tender though the DTC Automated Tender Offer Program, for which the Exchange Offer is eligible. DTC participants that are tendering Initial Notes pursuant to the Exchange Offer must transmit their acceptance through the Automated Tender Offer Program to DTC, which will edit and verify the acceptance and send an agent’s message to the Exchange Agent for its acceptance.

To properly complete this letter of transmittal, a holder of Initial Notes must:

 

  1) complete the table entitled “Description of Initial Notes”;

 

  2) if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;

 

  3) sign this letter of transmittal; and

 

  4) complete the IRS Form W-9 (or provide an IRS Form W-8).

If a holder desires to tender Initial Notes pursuant to the Exchange Offer and (i) certificates representing such Initial Notes are not immediately available, (ii) time will not permit this letter of transmittal, certificates representing such Initial Notes or other required documents to reach the Exchange Agent prior to the Expiration Date, or (iii) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed prior to the Expiration Date, then such holder may nevertheless tender such Initial Notes with the effect that such tender will be deemed to have been received prior to the Expiration Date if the guaranteed delivery procedures described in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures” are followed. See Instruction 1 below.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR CHECKING ANY BOX BELOW. The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus, this letter of transmittal, the Notice of Guaranteed Delivery, and related documents may be directed to U.S. Bank National Association at the address and telephone number set forth on the cover page of this letter of transmittal. See Instruction 11 below. 

 

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List below the Initial Notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of Initial Notes will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

DESCRIPTION OF INITIAL NOTES

 

NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)

(PLEASE FILL IN)

    CERTIFICATE
NUMBER(S)*		      AGGREGATE
PRINCIPAL
AMOUNT
REPRESENTED**		      PRINCIPAL
AMOUNT
TENDERED**		  
      $                   $               
      $      $  
      $      $  
      $      $  
      $      $  
      $      $  
      $      $  
      $      $  
      $      $  
      $      $  
     

 

 

     

 

 

  

TOTAL PRINCIPAL AMOUNT OF INITIAL NOTES

       $      $  
     

 

 

     

 

 

  

 

* Need not be completed by holders delivering Initial Notes by book-entry transfer (see below).
** Unless otherwise indicated in the column “Principal Amount Tendered” and subject to the terms and conditions of the Exchange Offer, the holder will be deemed to have tendered the entire aggregate principal amount represented by each note listed above and delivered to the Exchange Agent. See Instruction 4.

 

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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING THE BOXES BELOW

 

☐ CHECK HERE IF CERTIFICATES FOR TENDERED INITIAL NOTES ARE ENCLOSED HEREWITH.

 

☐ CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

 

Name of Tendering Institution:    

 

Account Number with DTC:  

  

 

  

Transaction Code Number:  

  

 

  

 

☐ CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 

Name(s) of Registered Holder(s):    

 

Window Ticket Number(s) (if any):    

 

Date of Execution of the Notice of Guaranteed Delivery:  

 

Name of Eligible Institution that Guaranteed Delivery:  

 

If delivered by book-entry transfer, complete the following:

 

Name of Tendering Institution:    

 

Account Number with DTC:  

  

 

  

Transaction Code Number:  

  

 

  

 

☐ CHECK HERE AND FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 ADDITIONAL COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

 

Name:    

 

Address:    

 

 

 

Telephone Number:    

 

NOTE: SIGNATURES MUST BE PROVIDED BELOW

 

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to Century Communities, Inc., a Delaware corporation (the “Issuer”), the principal amount of the Issuer’s outstanding privately offered and placed 5.875% Senior Notes due 2025 and related guarantees issued on May 12, 2017 (the “Initial Notes”) described above. Subject to, and effective upon, the acceptance for exchange of the Initial Notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Initial Notes.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer and as trustee under the indenture relating to the Initial Notes) with respect to such tendered Initial Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered Initial Notes, or transfer ownership of such Initial Notes on the account books maintained by The Depository Trust Company (“DTC”), and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the Exchange Agent, as the undersigned’s agent, of the Issuer’s new 5.875% Senior Notes due 2025 and related guarantees (the “Exchange Notes”) to which the undersigned is entitled upon the acceptance by the Issuer of such Initial Notes for exchange pursuant to the Exchange Offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such Initial Notes, all in accordance with the terms and conditions of the Exchange Offer, and (3) present such Initial Notes for transfer, and transfer such Initial Notes, on the relevant security register.

The undersigned hereby represents and warrants that the undersigned (1) owns the Initial Notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the Initial Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Initial Notes and that, when the same are accepted for exchange, the Issuer will acquire good, marketable and unencumbered title to such tendered Initial Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants and covenants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered Initial Notes or to transfer ownership of such Initial Notes on the account books maintained by DTC. The undersigned agrees to all of the terms of the Exchange Offer, as described in the prospectus and this letter of transmittal.

Tenders of the Initial Notes pursuant to any one of the procedures described in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Initial Notes” and in the instructions to this letter of transmittal will, upon the Issuer’s acceptance of the Initial Notes for exchange, constitute a binding agreement between the undersigned and the Issuer in accordance with the terms and subject to the conditions of the Exchange Offer.

The Exchange Offer is subject to the conditions set forth in the prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” As a result of these conditions (which may be waived, in whole or in part, by the Issuer), as more particularly set forth in the prospectus, the Issuer may not be required to exchange any of the Initial Notes tendered by this letter of transmittal, and, in such event, the Initial Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

By tendering Initial Notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

 

  (1) the undersigned or any beneficial owner of the Initial Notes is acquiring the Exchange Notes in the ordinary course of business of the undersigned (or such beneficial owner);

 

  (2) neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the Exchange Notes within the meaning of the federal securities laws;

 

5

  (3) neither the undersigned nor any beneficial owner has (and, at the time the Exchange Offer is consummated, neither will have) an arrangement or understanding with any person or entity to participate in a distribution of the Exchange Notes;

 

  (4) neither the undersigned nor any beneficial owner is an “affiliate” (as such term is defined under Rule 405 promulgated under the Securities Act) of the Issuer or any of the Issuer’s subsidiaries that guarantee the Notes. Upon request by the Issuer, the undersigned or such beneficial owner will deliver to the Issuer a legal opinion confirming it is not such an affiliate;

 

  (5) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must comply with the registration and prospectus-delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

 

  (6) a secondary resale transaction described in clause (5) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Initial Notes or interests therein originally acquired by such holder directly from the Issuer should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; and

 

  (7) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for the Exchange Notes were acquired by it for its own account as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer and Initial Notes held for its own account were not acquired as a result of market-making or other trading activities, such Initial Notes cannot be exchanged pursuant to the Exchange Offer.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, the death, bankruptcy or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

Tendered Initial Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, in the evening of                 , 2017 (the 25th Business Day Following Commencement of the Exchange Offer), or such later time to which the Issuer may extend the Exchange Offer.

Unless otherwise indicated herein under the box entitled “Special Issuance Instructions” below, Exchange Notes, and Initial Notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, Exchange Notes, and Initial Notes delivered to the Exchange Agent but not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of Exchange Notes, the Exchange Agent will credit the account maintained by DTC with any Initial Notes delivered to the Exchange Agent but not tendered. The Issuer has no obligation pursuant to the “Special Issuance Instructions” to transfer any tendered Initial Notes from the name of the registered holder thereof if the Issuer does not accept for exchange any of the principal amount of such Initial Notes so tendered.

The Exchange Notes will bear interest from the date of original issuance of the Initial Notes or, if interest has already been paid on the Initial Notes, from the date interest was most recently paid. Interest on the Initial Notes accepted for exchange will cease to accrue upon the issuance of the Exchange Notes.

*  *  *  *  *  *  *  *

 

6

PLEASE SIGN HERE

(To Be Completed By All Tendering Holders of Initial Notes)

This letter of transmittal must be signed by the registered holder(s) of Initial Notes exactly as their name(s) appear(s) on certificate(s) for Initial Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Issuer or the trustee for the Initial Notes to comply with the restrictions on transfer applicable to the Initial Notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Exchange Agent of such person’s authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the Initial Notes, then the registered holder(s) must sign and deliver to the Exchange Agent a valid power of attorney.

 

X      
X      
  Signature(s) of Holder(s) or Authorized Signatory
Dated:         , 2017
Name(s):      
Capacity:      
Address:      
   
         (Zip Code)
    Tel No.:      

 

7

GUARANTEE OF SIGNATURE(S)

(If required—see Instructions 2 and 5 below)

Certain Signatures Must Be Guaranteed by a Signature Guarantor.

 

 
(Name of Signature Guarantor Guaranteeing Signatures)
 
 
(Address (including zip code) of Firm)
 
(Telephone Number (including area code) of Firm)
 
(Authorized Signature)
 
(Print Name)
 
(Title)
Dated:         , 2017

 

8

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 4 through 7)

To be completed ONLY if (1) certificates for Initial Notes in a principal amount not tendered are to be issued in the name of, or Exchange Notes issued pursuant to the Exchange Offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the table entitled “Description of Initial Notes” within this letter of transmittal, (2) Initial Notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above, or (3) Exchange Notes issued pursuant to the Exchange Offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above.

Issue:

☐    Exchange Notes, to:       
☐    Initial Notes, to:       
Name(s):       
Address:       
Telephone Number (Including Area Code):      
Tax Identification or Social Security Number:      
DTC Account Number:      

 

9

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 4 through 7)

To be completed ONLY if certificates for Initial Notes in a principal amount not tendered, or Exchange Notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the table entitled “Description of Initial Notes” within this letter of transmittal.

Deliver:

 

☐    Exchange Notes, to:      
☐    Initial Notes, to:      
Name(s):      
Address:      
Telephone Number (Including Area Code):      
Tax Identification or Social Security Number:      

Is this a permanent address change? (check one box):    ☐  Yes    ☐  No

 

10

INSTRUCTIONS TO LETTER OF TRANSMITTAL

(Forming part of the terms and conditions of the Exchange Offer)

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND INITIAL NOTES. This letter of transmittal is to be completed by holders of the Issuer’s outstanding privately offered and placed 5.875% Senior Notes due 2025 and related guarantees issued on May 12, 2017 (the “Initial Notes”) if certificates representing such Initial Notes are to be forwarded herewith, or, unless an agent’s message is used, if tender is to be made by book-entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Procedures for Tendering Initial Notes.” For a holder to properly tender Initial Notes pursuant to the Exchange Offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent’s message in the case of a book entry transfer, must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date, and either (1) certificates representing such Initial Notes must be received by the Exchange Agent at its address, or (2) such Initial Notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under “The Exchange Offer—Book-Entry Delivery Procedures” and a book-entry confirmation must be received by the Exchange Agent prior to the Expiration Date. A holder who desires to tender Initial Notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose Initial Notes are not immediately available must comply with the guaranteed delivery procedures discussed below. 

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE INITIAL NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER, AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY INITIAL NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENTS TO THE ISSUER.

If a holder desires to tender Initial Notes pursuant to the Exchange Offer and (1) certificates representing such Initial Notes are not immediately available, (2) time will not permit such holder’s letter of transmittal, certificates representing such Initial Notes or other required documents to reach the Exchange Agent prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed prior to the Expiration Date, then such holder may nevertheless tender such Initial Notes with the effect that such tender will be deemed to have been received prior to the Expiration Date if the guaranteed delivery procedures set forth in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures” are followed. Pursuant to such procedures, (i) the tender must be made by or through an eligible guarantor institution (as defined below), (ii) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Issuer herewith, or an agent’s message with respect to a guaranteed delivery that is accepted by the Issuer, must be received by the Exchange Agent prior to the Expiration Date, and (iii) the certificates for the tendered Initial Notes, in proper form for transfer (or a book-entry confirmation of the transfer of such Initial Notes into the Exchange Agent’s account at DTC as described in the prospectus), together with a letter of transmittal (or manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this letter of transmittal, or a properly transmitted agent’s message, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery. For Initial Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a notice of guaranteed delivery prior to the Expiration Date. As used herein and in the prospectus, an “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the Initial Notes and “Exchange Notes” (as defined below, and, together with the Initial Notes, the “Notes”), which requirements include membership or participation in

 

11

the Security Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the Notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

2. GUARANTEE OF SIGNATURES. Signatures on this letter of transmittal must be guaranteed by a member of or participant in STAMP, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program or by an eligible guarantor institution unless the Initial Notes tendered hereby are tendered (1) by a registered holder of Initial Notes (or by a participant in DTC whose name appears on a security position listing as the owner of such Initial Notes) who has signed this letter of transmittal and who has not checked any of the boxes under the captions “Special Issuance Instructions” or “Special Delivery Instructions” on this letter of transmittal, or (2) for the account of an eligible guarantor institution. If the Initial Notes are registered in the name of a person other than the signer of this letter of transmittal or if Initial Notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder or if Initial Notes not tendered are to be sent to someone other than the registered holder, then the signature on this letter of transmittal accompanying the tendered Initial Notes must be guaranteed as described above. Beneficial owners whose Initial Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender Initial Notes. See “The Exchange Offer—Procedures for Tendering Initial Notes” in the prospectus. 

3. WITHDRAWAL OF TENDERS. Tenders of Initial Notes may be withdrawn at any time prior to the Expiration Date. For a withdrawal of tendered Initial Notes to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be received by the Exchange Agent prior to the Expiration Date at its address set forth on the cover of this letter of transmittal. The notice of withdrawal must (1) specify the name of the person who tendered the Initial Notes to be withdrawn, (2) identify the Initial Notes to be withdrawn, including the certificate number(s) shown on the particular certificate(s) evidencing such Initial Notes (unless such Initial Notes were tendered by book-entry transfer), the aggregate principal amount represented by such Initial Notes and the name of the registered holder of such Initial Notes, if different from that of the person who tendered such Initial Notes, (3) be signed by the holder of such Initial Notes in the same manner as the original signature on this letter of transmittal by which such Initial Notes were tendered (including any required signature guarantees) or be accompanied by (i) documents of transfer sufficient to have the trustee register the transfer of the Initial Notes into the name of the person withdrawing such notes, and (ii) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder (unless the Initial Notes were tendered by book entry transfer), and (4) specify the name in which any such Initial Notes are to be registered, if different from that of the registered holder. If the Initial Notes were tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer—Book-Entry Delivery Procedures” in the prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Initial Notes and must otherwise comply with the procedures of DTC. If the Initial Notes to be withdrawn have been delivered or otherwise identified to the Exchange Agent, a signed notice of withdrawal is effective immediately upon the Exchange Agent’s receipt of written or facsimile notice of such withdrawal satisfying the requirements set forth above, even if physical release is not yet effected. 

No permitted withdrawal of Initial Notes may be rescinded. Any Initial Notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. However, properly withdrawn Initial Notes may be re-tendered by following one of the procedures described in the prospectus under “The Exchange Offer—Procedures for Tendering Initial Notes” at any time prior to the Expiration Date.

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuer, in its reasonable discretion, which determination shall be final and binding on all parties. None of the Issuer, any affiliates of the Issuer, the Exchange Agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

4. PARTIAL TENDERS. Tenders of Initial Notes pursuant to the Exchange Offer will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of any Initial Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount tendered in the last

 

12

column of the table entitled “Description of Initial Notes” in this letter of transmittal. The entire principal amount represented by the certificates for all Initial Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Initial Notes held by the holder is not tendered, new certificates for the principal amount of Initial Notes not tendered and the Issuer’s new 5.875% Senior Notes due 2025 and related guarantees (the “Exchange Notes”) issued in exchange for any Initial Notes tendered and accepted will be sent (or, if tendered by book-entry transfer, credited to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on this letter of transmittal (see Instruction 6), as soon as practicable following the Expiration Date.

5. SIGNATURE ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this letter of transmittal is signed by the registered holder(s) of the Initial Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If this letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the Initial Notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the Initial Notes. 

If any of the Initial Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

If any tendered Initial Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

If this letter of transmittal is signed by the holder, and the certificates for any principal amount of Initial Notes delivered to the Exchange Agent but not tendered are to be issued (or if any principal amount of such Initial Notes is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the DTC account of the registered holder, and Exchange Notes exchanged for Initial Notes in connection with the Exchange Offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered Initial Notes nor provide a separate bond power. In any other case (including if this letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for Initial Notes tendered or transmit a separate properly completed bond power with this letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such Initial Notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of Initial Notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuer or the trustee for the original Initial Notes may require in accordance with the restrictions on transfer applicable to the Initial Notes. See Instruction 2.

Endorsements on certificates for Initial Notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing this letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

If this letter of transmittal or any certificates representing Initial Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Exchange Agent, in its sole discretion, of their authority so to act must be submitted with this letter of transmittal.

6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate in the applicable box or boxes the name and address to which Initial Notes for principal amounts not tendered or Exchange Notes exchanged for Initial Notes pursuant to the Exchange Offer are to be issued or sent, if different from the name and address of the holder signing this letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that Initial Notes delivered to the Exchange Agent but not exchanged be credited to such account maintained at DTC as such holder may designate. If no

 

13

instructions are given, Initial Notes delivered to the Exchange Agent but not tendered will be returned to the registered holder of such Initial Notes. For holders of Initial Notes tendered by book-entry transfer, Initial Notes delivered to the Exchange Agent but not tendered will be returned by crediting the account at DTC designated in this letter of transmittal. 

7. TAXPAYER IDENTIFICATION NUMBER AND IRS FORM W-9. Each tendering holder should provide the Exchange Agent with its correct taxpayer identification number, which, in the case of a holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct taxpayer identification number or an adequate basis for an exemption, the holder may be subject to backup withholding in an amount equal to up to 28% of any reportable payments made with respect to the Notes and a $50 penalty imposed by the Internal Revenue Service. If withholding results in an over-payment of taxes, a refund may be obtained.

To prevent backup withholding on any reportable payments, each holder must provide such holder’s correct taxpayer identification number by completing the IRS Form W-9 set forth herein, certifying that the taxpayer identification number provided is correct (or that such holder is awaiting a taxpayer identification number), and that (1) such holder is exempt from backup withholding, (2) such holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends, or (3) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. See the instructions to the enclosed IRS Form W-9.

Certain holders (including, among others, certain non-U.S. individuals) are exempt from these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder that is a U.S. person (as defined in the instructions to the IRS Form W-9) should provide its correct taxpayer identification number and check the “Exempt payee” box on the IRS Form W-9. In order for a non-U.S. person to qualify as exempt, such person must submit an appropriate IRS Form W-8. IRS Forms W-8 may be obtained from the Internal Revenue Service’s website at www.irs.gov or from the Exchange Agent.

The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligation regarding backup withholding.

8. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any, required to be paid by the Issuer in connection with the exchange of the Initial Notes for the Exchange Notes. If, however, Exchange Notes, or Initial Notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Initial Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the Initial Notes in connection with the Exchange Offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or an exemption therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

9. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES. If any certificate representing Initial Notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the Exchange Agent at the address indicated in this letter of transmittal. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed. 

10. IRREGULARITIES. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of Initial Notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Issuer, in its reasonable discretion, which determination shall be final and binding on all parties. The Issuer reserves the absolute right, in its sole and absolute discretion, to reject any or all tenders of any Initial Notes determined by it not to be in proper form or the acceptance of which may, in the opinion of the Issuer’s counsel, be unlawful. The Issuer also reserves the absolute right, in its sole discretion subject to applicable law, to waive or amend any of the conditions of the Exchange Offer for all holders of Initial Notes or to waive any defects or irregularities of tender for any Initial Notes. The Issuer’s interpretations of the terms and conditions of the Exchange Offer (including, without limitation, the instructions in this letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will

 

14

be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as the Issuer shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such Initial Notes shall not be deemed to have been made until such irregularities have been cured or waived. Any Initial Notes received by the Exchange Agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders promptly following the Expiration Date. None of the Issuer, any of its affiliates, the Exchange Agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification. 

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the Exchange Agent at the address and telephone number set forth in this letter of transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. 

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR INITIAL NOTES OR A BOOK-ENTRY-CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

*  *  *  *  *  *  *  *

 

15

   

Form    W-9

(Rev. December 2014)

Department of the Treasury   Internal Revenue Service

   

Request for Taxpayer

Identification Number and Certification

  

Give Form to the requester. Do not
send to the IRS.

    

LOGO

 

  

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

 

   

 

2 Business name/disregarded entity name, if different from above

 

                         
    3 Check appropriate box for federal tax classification; check only one of the following seven boxes:  

4 Exemptions (codes apply only to

   

 

☐

   Individual/sole proprietor or
single-member LLC		   ☐   C Corporation   ☐   S Corporation        ☐   Partnership       ☐   Trust/estate    

certain entities, not individuals; see
instructions on page 3):

 

Exempt payee code (if any)                 

 

Exemption from FATCA reporting
code (if any)                                             

 

(Applies to accounts maintained outside the U.S.)

   

 

☐

  

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u                         

 

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.

  
   

☐

   Other (see instructions) u                   
   

5 Address (number, street, and apt. or suite no.)

 

            

  Requester’s name and address (optional)

   

6 City, state, and ZIP code

 

                    
   

7 List account number(s) here (optional)

 

          
Part I      Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

 

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

       Social security number
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

                -           -                
    or
      Employer identification number  
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

            -                              
 Part II       Certification

Under penalties of perjury, I certify that:

 

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

 

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

 

3. I am a U.S. citizen or other U.S. person (defined below); and

 

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

 

Sign

Here

  

Signature of

U.S. person u

    Date  u

 

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

 

•   Form 1099-INT (interest earned or paid)

 

•   Form 1099-DIV (dividends, including those from stocks or mutual funds)

 

•   Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

 

•   Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

 

•   Form 1099-S (proceeds from real estate transactions)

 

•   Form 1099-K (merchant card and third party network transactions)
•   Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

 

•   Form 1099-C (canceled debt)

 

•   Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

 

 

     Cat. No. 10231X    Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014)   

Page 2

 

 

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

● An individual who is a U.S. citizen or U.S. resident alien;

● A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

● An estate (other than a foreign estate); or

● A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

● In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

● In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

● In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

 

Form W-9 (Rev. 12-2014)   

Page 3

 

 

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

● Generally, individuals (including sole proprietors) are not exempt from backup withholding.

● Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

● Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

● Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

 

IF the payment is for . . .   THEN the payment is exempt for . . .
Interest and dividend payments   All exempt payees except for 7
Broker transactions   Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends   Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001   Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions   Exempt payees 1 through 4

 

1  See Form 1099-MISC, Miscellaneous Income, and its instructions.
2  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

 

Form W-9 (Rev. 12-2014)   

Page 4

 

 

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

 

       For this type of account:   Give name and SSN of:
  1.    

Individual

   The individual
  2.     Two or more individuals (joint account)   The actual owner of the account or, if combined funds, the first individual on the account1
  3.     Custodian account of a minor (Uniform Gift to Minors Act)   The minor2
  4.    

a.  The usual revocable savings trust (grantor is also trustee)

   The grantor-trustee1
 

b.   So-called trust account that is not a legal or valid trust under state law

   The actual owner1
  5.     Sole proprietorship or disregarded entity owned by an individual   The owner3
  6.     Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))   The grantor*
       For this type of account:   Give name and EIN of:
  7.     Disregarded entity not owned by an individual   The owner
  8.     A valid trust, estate, or pension trust   Legal entity4
  9.     Corporation or LLC electing corporate status on Form 8832 or Form 2553   The corporation
  10.     Association, club, religious, charitable, educational, or other tax-exempt organization   The organization
  11.     Partnership or multi-member LLC   The partnership
  12.     A broker or registered nominee   The broker or nominee
  13.     Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments   The public entity
  14.     Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))   The trust

 

1  List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
2  Circle the minor’s name and furnish the minor’s SSN.
3  You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
4  List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.
* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

● Protect your SSN,

● Ensure your employer is protecting your SSN, and

● Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

 

 

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

 
 EX-99.2 112 d446145dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

NOTICE OF GUARANTEED DELIVERY

FOR

OFFER TO EXCHANGE

5.875% SENIOR NOTES DUE 2025 AND RELATED GUARANTEES

FOR

5.875% SENIOR NOTES DUE 2025 AND RELATED GUARANTEES

OF

CENTURY COMMUNITIES, INC.

PURSUANT TO THE PROSPECTUS DATED                 , 2017

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE EVENING OF                     , 2017 (THE 25TH BUSINESS DAY FOLLOWING COMMENCEMENT OF THE EXCHANGE OFFER), UNLESS EXTENDED (THE “EXPIRATION DATE”).

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

 

By Hand, Overnight Delivery or Mail

(Registered or Certified Mail Recommended):

   

By Facsimile Transmission

(for eligible institutions only):

U.S. Bank National Association

Corporate Trust Support Services

111 Fillmore Avenue East

St. Paul, MN 55107

Attention: Specialized Finance Department

   

(651) 466-7372

Attention: Specialized Finance

 

Fax cover sheets should provide a call-back number and request a call back, upon receipt.

  

Confirm receipt by calling:

(651) 466-7150

The undersigned hereby acknowledges receipt of the prospectus, dated                     , 2017, of Century Communities, Inc. a Delaware corporation (the “Issuer”), and the related letter of transmittal, which together constitute the Issuer’s offer to exchange, in an exchange offer (the “Exchange Offer”), up to $400,000,000 aggregate principal amount of any and all of its outstanding privately offered and placed 5.875% Senior Notes due 2025 and related guarantees issued on May 12, 2017 (the “Initial Notes”) for new 5.875% Senior Notes due 2025 and related guarantees (the “Exchange Notes”) that are registered under the Securities Act of 1933, as amended.

This notice of guaranteed delivery, or a notice substantially equivalent to this form, must be used to accept the Exchange Offer if (1) certificates for the Initial Notes are not immediately available, (2) Initial Notes, the letter of transmittal and all other required documents cannot be delivered to the Exchange Agent prior to the Expiration Date, or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the Expiration Date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand or overnight courier to the Exchange Agent prior to the Expiration Date. See “The Exchange Offer—Guaranteed Delivery Procedures” in the prospectus.

TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE OR DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This notice of guaranteed delivery is not to be used to guarantee signatures. If an “eligible institution” is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.

*  *  *  *  *  *  *  *

 

2

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Century Communities, Inc. (the “Issuer”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, the aggregate principal amount of Initial Notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.” The undersigned hereby authorizes the Exchange Agent to deliver this notice of guaranteed delivery to the Issuer with respect to the Initial Notes tendered pursuant to the Exchange Offer.

The undersigned understands that tenders of the Initial Notes will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The undersigned also understands that tenders of the Initial Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal of a tender of Initial Notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under “The Exchange Offer—Withdrawal Rights.”

The undersigned understands that the exchange of Initial Notes for Exchange Notes will be made only if the Exchange Agent timely receives (1) the certificates of the tendered Initial Notes, in proper form for transfer (or a book-entry confirmation of the transfer of such Initial Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”)), and (2) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent’s message), within three New York Stock Exchange trading days after the Expiration Date.

The authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE COMPLETE AND SIGN

 

3

DO NOT SEND INITIAL NOTES WITH THIS FORM. INITIAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT’S MESSAGE.

This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for Initial Notes or on a security position listing as the owner of Initial Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

PLEASE PRINT NAME(S) AND ADDRESS(ES)

 

Name(s):     
Capacity:     
Address:     
   
      (Zip Code)
Tel No.:     

 

4

THE GUARANTEE BELOW MUST BE COMPLETED

GUARANTEE

(Not to be used for Signature Guarantee)

The undersigned, an “eligible guarantor institution” meeting the requirements of the registrar for the Initial Notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the Initial Notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees that the Initial Notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures”), and that the Exchange Agent will receive (1) such Initial Notes, or a book-entry confirmation of the transfer of such Initial Notes into the Exchange Agent’s account at The Depository Trust Company, and (2) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange trading days after the Expiration Date.

The eligible guarantor institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and Initial Notes, or a book-entry confirmation in the case of a book-entry transfer, to the Exchange Agent within the time period set forth above. Failure to do so could result in a financial loss to such eligible guarantor institution.

 

Name of Firm:    
Authorized Signature:     
Title:    
Address:    
Telephone Number (Including Area Code):     

Dated: 

      

, 2017

 

5

EX-99.3 113 d446145dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

LOGO

LETTER TO DTC PARTICIPANTS

REGARDING THE

OFFER TO EXCHANGE

5.875% SENIOR NOTES DUE 2025 AND RELATED GUARANTEES

FOR

5.875% SENIOR NOTES DUE 2025 AND RELATED GUARANTEES

OF

CENTURY COMMUNITIES, INC.

PURSUANT TO THE PROSPECTUS DATED                 , 2017

144A CUSIP: 156504 AF9

REG S CUSIP: U15662 AD8

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE EVENING OF                 , 2017 (THE 25TH BUSINESS DAY FOLLOWING COMMENCEMENT OF THE EXCHANGE OFFER), UNLESS EXTENDED (THE “EXPIRATION DATE”).

                , 2017

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Enclosed for your consideration is a prospectus dated                 , 2017 (the “Prospectus”), of Century Communities, Inc. a Delaware corporation (the “Issuer”), and a Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by the Issuer to exchange up to $400,000,000 aggregate principal amount of any and all of its outstanding privately offered and placed 5.875% Senior Notes due 2025 and related guarantees issued on May 12, 2017 (the “Initial Notes”) for an equal aggregate principal amount of its new 5.875% Senior Notes due 2025 and related guarantees (the “Exchange Notes”) that are registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

We are asking you to contact your clients for whom you hold Initial Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Initial Notes registered in their own name.

Enclosed are copies of the following documents:

 

  1. The Prospectus;

 

  2. The Letter of Transmittal for your use in connection with the tender of Initial Notes and for the information of your clients;

 

  3. The Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”) to be used to accept the Exchange Offer if the Initial Notes and all other required documents cannot be delivered to U.S. Bank National Association (the “Exchange Agent”) prior to the Expiration Date; and

 

  4. A form of letter that may be sent to your clients for whose accounts you hold Initial Notes registered in your name or the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the Exchange Offer.

DTC participants will be able to execute tenders through the DTC Automated Tender Offer Program.

Please note that the Exchange Offer will expire at 5:00 P.M., New York City time, on the evening of                 , 2017 (the 25th Business Day Following Commencement of the Exchange Offer), unless extended by the Issuer. We urge you to contact your clients as promptly as possible.

You will be reimbursed by the Issuer for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.

Additional copies of the enclosed material may be obtained from the Exchange Agent, at the address and telephone number set forth below.

Very truly yours,

U.S. Bank National Association

Corporate Trust Support Services

111 Fillmore Avenue East

St. Paul, MN 55107

Attention: Specialized Finance Department

(800) 934-6802

 

 

Nothing herein or in the enclosed documents shall constitute you or any person as an agent of the Issuer or the Exchange Agent, or authorize you or any other person to make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus and the Letter of Transmittal.

 

2

EX-99.4 114 d446145dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

LETTER TO BENEFICIAL HOLDERS

REGARDING THE

OFFER TO EXCHANGE

5.875% SENIOR NOTES DUE 2025 AND RELATED GUARANTEES

FOR

5.875% SENIOR NOTES DUE 2025 AND RELATED GUARANTEES

OF

CENTURY COMMUNITIES, INC.

PURSUANT TO THE PROSPECTUS DATED                 , 2017

144A CUSIP: 156504 AF9

REG S CUSIP: U15662 AD8

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE EVENING OF                 , 2017 (THE 25TH BUSINESS DAY FOLLOWING COMMENCEMENT OF THE EXCHANGE OFFER), UNLESS EXTENDED (THE “EXPIRATION DATE”).

                , 2017

To Our Clients:

Enclosed for your consideration is a prospectus dated                 , 2017 (the “Prospectus”), of Century Communities, Inc. a Delaware corporation (the “Issuer”), and a Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by the Issuer to exchange up to $400,000,000 aggregate principal amount of any and all of its outstanding privately offered and placed 5.875% Senior Notes due 2025 and related guarantees issued on May 12, 2017 (the “Initial Notes”) for an equal aggregate principal amount of its new 5.875% Senior Notes due 2025 and related guarantees (the “Exchange Notes”) that are registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

These materials are being forwarded to you as the beneficial owner of Initial Notes carried by us for your account or benefit but not registered in your name. A tender of any Initial Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Issuer urges beneficial owners of Initial Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Initial Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish us to tender any or all of your Initial Notes, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Initial Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Initial Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M., New York City time, on the evening of                 , 2017 (the 25th Business Day Following Commencement of the Exchange Offer), unless extended by the Issuer. Initial Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

If you wish to have us tender any or all of your Initial Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Initial Notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL HOLDER

OF

5.875% SENIOR NOTES DUE 2025

OF

CENTURY COMMUNITIES, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Issuer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you to tender the principal amount of Initial Notes indicated below held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

The aggregate principal amount of the Initial Notes held by you for the account of the undersigned is:

$             of Initial Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

 

  ☐ To TENDER the following Initial Notes held by you for the account of the undersigned (insert principal amount of Initial Notes to be tendered, if any):

 

     $              of Initial Notes.

 

  ☐ NOT to TENDER any Initial Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Initial Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Initial Notes, including but not limited to the representations that (i) the undersigned or any beneficial owner of the Initial Notes is acquiring the Exchange Notes in the ordinary course of business of the undersigned (or such beneficial owner), (ii) neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the Exchange Notes within the meaning of the federal securities laws, (iii) neither the undersigned nor any beneficial owner has (and, at the time the Exchange Offer is consummated, neither will have) an arrangement or understanding with any person or entity to participate in a distribution of the Exchange Notes, (iv) neither the undersigned nor any beneficial owner is an “affiliate” (as such term is defined under Rule 405 promulgated under the Securities Act) of the Issuer or any of the Issuer’s subsidiaries that guarantee the Notes, (v) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must comply with the registration and prospectus-delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters, (vi) a secondary resale transaction described in clause (v) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Initial Notes or interests therein originally acquired by such holder directly from the Issuer should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC, and the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Initial Notes.

 

2

The purchaser status of the undersigned is (check the box that applies):

 

  ☐ A “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act).

 

  ☐ An “Institutional Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act).

 

  ☐ A non “U.S. person” (as defined in Regulation S under the Securities Act) that purchased the Initial Notes outside the United States in accordance with Rule 904 under the Securities Act.

 

  ☐ Other (describe):                                                                                                                                                                                                

 

 
 
 

SIGN HERE

 

Name(s) of Beneficial Owner(s):

 
 
 

 

Signature(s):

 
 
 
 

 

Address:                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                   

Telephone Number (Including Area Code):                                                                                                                                                                 

Tax Identification or Social Security Number:                                                                                                                                                      

Date:                          , 2017

  

 

3

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      LOGO

      8390 East Crescent Parkway, Suite 650

      Greenwood Village, Colorado 80111

      (303) 770-8300

      October 26, 2017

      VIA EDGAR AND UPS

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

       

      Re: Century Communities, Inc. and Subsidiary Guarantors
        Registration Statement on Form S-4

      Ladies and Gentlemen:

      Century Communities, Inc., a Delaware corporation (the “Company” or “we”), and the Company’s subsidiary guarantors (collectively, the “Guarantors,” and collectively with the Company, the “Registrants”), is filing today via EDGAR, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 (the “S-4 Registration Statement”), including the exhibits indicated therein, relating to the Company’s offer to exchange (the “Exchange Offer”) up to $400,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2025 (the “Exchange Notes”) for any and all of its outstanding 5.875% Senior Notes due 2025 (the “Initial Notes”), which were offered and sold in May 2017 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. The Initial Notes are, and the Exchange Notes will be, guaranteed by the Guarantors, who are also registrants under the S-4 Registration Statement.

      We are informing the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) that the Registrants are registering the Exchange Offer under the S-4 Registration Statement in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co., Incorporated, available June 5, 1991 (regarding resales), and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers). Further, we are including the following representations to the Staff on behalf of the Registrants:

       

        1.

      The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrants’ information and belief without independent investigation, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. In this regard, the Registrants will disclose to each person participating in the Exchange Offer that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, such person (a) could not rely on the Staff position enunciated in Exxon Capital or interpretive letters to similar effect, and (b) must comply with registration and prospectus

      U.S. Securities and Exchange Commission

      October 26, 2017

      Page 2

       

        delivery requirements of the Securities Act in connection with a secondary resale transaction. Each Registrant acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

       

        2. No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will disclose to each person participating in the Exchange Offer (through the prospectus for the Exchange Offer) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the Exchange Offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrants will also include in the letter of transmittal to be executed by each holder participating in the Exchange Offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      The filing fee for the S-4 Registration Statement in the amount of $46,360.00 has previously been deposited by wire transfer of same day funds to the Commission’s account at U.S. Bank.

       

      We thank the Staff for its courtesies. If the Staff needs any additional information or has any questions regarding the foregoing, please do not hesitate to contact the undersigned at (303) 770-8300.

       

      Sincerely,
      CENTURY COMMUNITIES, INC.
      By:  

      /s/ Dale Francescon

       

      Dale Francescon

      Chairman of the Board of Directors and Co-Chief Executive Officer

      By:  

      /s/ Robert J. Francescon

       

      Robert J. Francescon

      Co-Chief Executive Officer and President

       

      cc: David Messenger, Century Communities, Inc.
         Mark Kelson, Esq., Greenberg Traurig, LLP
         William Wong, Esq., Greenberg Traurig, LLP

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