– Creates the 16th Largest
Public U.S. Homebuilder –
Century Communities, Inc. (NYSE: “CCS”), a leading homebuilder
in select U.S. markets, today announced that it has completed its
previously announced merger with UCP, Inc. (NYSE: “UCP”). The
aggregate transaction value was approximately $356 million,
including the payment of approximately $149 million of existing UCP
indebtedness. The transaction was unanimously approved by the board
of directors of both Century and UCP and was also approved by UCP
shareholders.
With the addition of UCP, Century’s reach now includes the
states of California, Washington, Nevada, Utah, Colorado, Texas,
Tennessee, Georgia, North Carolina and South Carolina. The combined
company will operate in 10 states, 17 markets and 111 communities,
with pro forma revenues of approximately $1.5 billion and
inventories of $1.3 billion (calculated on a pro forma basis as of
and for the twelve months ended June 30, 2017).
Century will benefit from increased scale through a
geographically diverse portfolio including some of the most
attractive homebuilding markets in the country. UCP, and its
wholly-owned subsidiary, Benchmark Communities, LLC, will
transition to the Century Communities trade name, which will allow
Century to provide a uniform brand to employees, customers, trade
partners and the investment community and take advantage of its
national scale on an expanded homebuilding platform.
Dale Francescon, Co-Chief Executive Officer of Century stated,
“We are pleased to welcome the UCP team to our Company. The
completion of this merger marks a significant milestone for both
companies and builds on our track record as one of the fastest
growing U.S. homebuilders. We look forward to leveraging our
increased scale, best in class processes, and shared commitment to
building exceptional communities as we continue to grow Century
into an even larger and more respected homebuilder.”
Rob Francescon, Co-Chief Executive Officer of Century noted,
“The combination of UCP’s West and Southeast assets with our
existing portfolio provides us with exceptional land positions, of
approximately 30,000 lots, in 9 of the top 10 most favorable U.S.
homebuilding markets. We believe each of our markets is poised for
growth and we will allocate capital in each division to generate
attractive returns. We are eager to deliver benefits from this
transaction for all stakeholders, including employees, customers,
vendors and stockholders for years to come.”
In accordance with the terms of the transaction, each
outstanding share of UCP Class A common stock received $5.32 in
cash and 0.2309 of a newly issued share of Century common stock.
Approximately 4.24 million shares of Century common stock were
issued in connection with the transaction, resulting in a
broadening of Century’s investor base and an increase in share
liquidity.
As indicated at the time the transaction was announced, the
merger is expected to be accretive to Century’s 2018 earnings per
share as a result of increased revenue, cost synergies and
economies of scale.
Professional Advisors
J.P. Morgan Securities LLC served as financial advisor to
Century; Greenberg Traurig, LLP acted as Century’s legal counsel;
and Builder Advisor Group, LLC provided certain real estate
business services to Century.
Citigroup acted as financial advisor for UCP and Paul, Weiss,
Rifkind, Wharton & Garrison LLP acted as UCP’s legal
counsel.
About Century Communities
Founded in 2002, Colorado-based Century Communities is a leading
builder in select major metropolitan markets across the United
States. The Company offers a wide variety of product lines and is
engaged in all aspects of homebuilding, including the acquisition,
entitlement and development of land and the construction, marketing
and sale of homes. The Company also offers title and lending
services in select markets through its Parkway Title and Inspire
Home Loan subsidiaries. Century Communities is the 16th largest
U.S. homebuilder based on pro forma 2016 homes delivered. To learn
more about Century Communities please visit
www.centurycommunities.com.
Forward-Looking Statements
Statements in this news release that are not historical in
nature constitute forward looking statements. These forward-looking
statements relate to information or assumptions about the expected
benefits of the acquisition, management's plans, projections and
objectives for future operations, scale and performance,
integration plans and expected synergies therefrom, and anticipated
future financial and operating performance results, including
operating margin or gross margin capital and other expenditures,
cash flow, dividends, restructuring and other project costs, and
cost savings, and debt ratings. These statements are accompanied by
words such as "anticipate," "expect," "project," "will," "believe,"
"estimate" and similar expressions. Such expectations are based
upon certain preliminary information, internal estimates, and
management assumptions, expectations, and plans, and are subject to
a number of risks and uncertainties inherent in projecting future
conditions, events, and results. Actual results could differ
materially from those expressed or implied in the forward-looking
statements if one or more of the underlying assumptions or
expectations prove to be inaccurate or are unrealized. Important
factors that could cause actual results to differ materially from
those suggested by the forward-looking statements include, but are
not limited to, the occurrence of any event, change or other
circumstances that could give rise to the risks related to
disruption of management time from ongoing business operations due
to the acquisition; the risk that Century is unable to retain its
investment grade rating; failure to realize the benefits expected
from the acquisition; the risk that the cost savings and any other
synergies from the acquisition may not be fully realized or may
take longer to realize than expected; the future cash requirements
of the combined company; general worldwide economic uncertainties;
failure to promptly and effectively integrate the acquisition; and
the effect of the acquisition on the ability of Century and UCP to
retain customers and retain and hire key personnel, and maintain
relationships with suppliers, and on Century’s operating results
and businesses generally; and those factors listed in Century’s
most recently filed Annual Report on Form 10-K for the year ended
December 31, 2016 and UCP’s most recent Annual Report on Form 10-K
for the year ended December 31, 2016 as filed with the Securities
and Exchange Commission (“SEC”). Changes in such assumptions or
factors could produce significantly different results. You should
not place undue reliance on these forward-looking statements, which
speak only as of the date of this news release. Unless legally
required, Century does not assume any obligation, and expressly
disclaims any such obligation, to update any forward-looking
statement as a result of new information or future events or
developments.
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version on businesswire.com: http://www.businesswire.com/news/home/20170804005433/en/
Century Communities, Inc.Investor
Relations:303-268-8398InvestorRelations@CenturyCommunities.com
UCP, Inc. (NYSE:UCP)
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부터 10월(10) 2024 으로 11월(11) 2024
UCP, Inc. (NYSE:UCP)
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