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Subsequent Events
3 Months Ended
Mar. 31, 2017
Subsequent Events [Abstract]  
Subsequent Events

18. Subsequent Events



On April 10, 2017, we and our wholly owned subsidiary, Casa Acquisitions Corp. (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with UCP, Inc. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including the adoption of the Merger Agreement by UCP, Inc.’s stockholders, UCP, Inc. will be merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation, together with the legacy business and subsidiaries of UCP, Inc., will become our direct and indirect wholly-owned subsidiaries.  Upon the effective time of the Merger, each issued and outstanding share of Class A Common Stock, par value $0.01 per share, of UCP, Inc. (the “UCP Class A Common Stock”) will be converted into the right to receive (i) $5.32 in cash, without any interest thereon, and (ii) 0.2309 of a duly authorized, fully paid and non-assessable share of our common stock. No fractional shares of our common stock will be issued in the Merger, and UCP, Inc.’s stockholders will receive cash in lieu of any fractional shares.  We estimate that total value of the combined consideration of cash and equity will be approximately $213.4 million, exclusive of any debt which may be assumed.  The Merger is currently expected to close by the end of the third quarter of 2017.



On April 10, 2017, Inspire Home Loans Inc. (“Inspire”), an indirect wholly-owned subsidiary of ours, entered into a Master Repurchase Agreement (the “Master Repurchase Agreement”) with Branch Banking and Trust Company, as the buyer thereunder (the “Buyer”). The Master Repurchase Agreement provides Inspire with a revolving mortgage loan repurchase facility of up to $25 million (the “Repurchase Facility”). The primary purpose of the Repurchase Facility is to provide financing and liquidity to Inspire by facilitating purchase transactions in which Inspire transfers eligible loans to the Buyer, against the transfer of funds by the Buyer, subject to a simultaneous agreement by the Seller to repurchase from the Buyer such eligible loans (i) upon written notice to the Buyer by Inspire, (ii) on a prescribed date in the future, (iii) upon the occurrence of prescribed events, or (iv) on the Termination Date (as defined below). The purchase transactions are based on and subject to the terms and conditions set forth in the Master Repurchase Agreement. The maximum aggregate amount of the Buyer’s commitment to fund purchase transactions under the Repurchase Facility is $25 million (the “Commitment”), subject to certain sublimits. The Repurchase Facility and the Buyer’s Commitment thereunder expires on the earlier of (i) April 9, 2018, and (ii) the date when the Buyer’s Commitment is terminated pursuant to the Master Repurchase Agreement or by operation of law (the “Termination Date”). Amounts outstanding under the Repurchase Facility are not guaranteed by us or any of our subsidiaries.

On April 26, 2017, we completed a registered exchange offer whereby all of the $125 million in aggregate principal amount of our 6.875% Senior Notes due 2022 that we issued in January 2017 (which we refer to as the “January 2017 Senior Notes”) were exchanged for new 6.875% Senior Notes due 2022 (which we refer to as the “April 2017 Notes”).  The terms of the April 2017 Notes are identical in all material respects to the January 2017 Notes, except that the April 2017 Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions that were applicable to the January 2017 Notes do not apply to the April 2017 Notes.