UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2018
CENTURY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36491 | | 68-0521411 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
8390 East Crescent Parkway, Suite 650 Greenwood Village, Colorado | | 80111 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (303)770-8300
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule12b-2 of the Securities Exchange Act of 1934, as amended.
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 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Eighth Supplemental Indenture; 6.875% Senior Notes due 2022
On June 21, 2018, Century Communities, Inc. (the “Company”) and its subsidiary guarantors party thereto (the “Guarantors”) entered into an Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”), which supplements the Indenture, dated as of May 5, 2014, as supplemented by the Supplemental Indenture, dated as of December 18, 2014, the Second Supplemental Indenture, dated as of March 13, 2015, the Third Supplemental Indenture, dated as of April 9, 2015, the Fourth Supplemental Indenture, dated August 27, 2015, the Fifth Supplemental Indenture, dated as of November 8, 2016, the Sixth Supplemental Indenture, dated as of January 26, 2017, and the Seventh Supplemental Indenture, dated as of October 16, 2017, each among the Company, the Guarantors party thereto, and the Trustee (as supplemented, the “2014 Indenture”). Pursuant to the Eighth Supplemental Indenture, each of the Guarantors listed in the Schedule thereto agrees to provide a Security Guarantee (as defined therein) on the terms and subject to the conditions set forth in the 2014 Indenture.
The foregoing description of the Eighth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Eighth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form8-K and incorporated herein by reference.
Second Supplemental Indenture; 5.875% Senior Notes due 2025
On June 21, 2018, the Company and the Guarantors entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) with the Trustee, which supplements the Indenture, dated as of May 12, 2017, as supplemented by the First Supplemental Indenture, dated as of October 16, 2017, each among the Company, the Guarantors party thereto, and the Trustee (as supplemented, the “2017 Indenture”). Pursuant to the Second Supplemental Indenture, each of the Guarantors listed in the Schedule thereto agrees to provide a Security Guarantee (as defined therein) on the terms and subject to the conditions set forth in the 2017 Indenture.
The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Second Supplemental Indenture, which is filed as Exhibit 4.2 to this Current Report on Form8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit Number | | Description |
| |
| 4.1 | | Eighth Supplemental Indenture, dated as of June 21, 2018, by and among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee under the 2014 Indenture. |
| |
| 4.2 | | Second Supplemental Indenture, dated as of June 21, 2018, by and among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee under the 2017 Indenture. |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 4.1 | | Eighth Supplemental Indenture, dated as of June 21, 2018, by and among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee under the 2014 Indenture. |
| |
| 4.2 | | Second Supplemental Indenture, dated as of June 21, 2018, by and among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee under the 2017 Indenture. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| Date: June 22, 2018 | | CENTURY COMMUNITIES, INC. |
| | |
| | By: | | /s/ David Messenger |
| | | | Name: David Messenger |
| | | | Title: Chief Financial Officer |
