UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM 8-K
____________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 3, 2021
____________________

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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
CCS
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
 
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.

On August 3, 2021, Century Communities, Inc. (the “Company”) entered into an Amendment No. 1 to Distribution Agreement (“Amendment No. 1”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., and Wells Fargo Securities, LLC, which amends the Distribution Agreement, dated November 27, 2019, among the Company and the parties thereto (as amended, the “Distribution Agreement”).  Under Amendment No. 1, the parties acknowledged, among other matters, that the Company has filed a new Registration Statement on Form S-3 (No. 333-257612) on July 1, 2021, which includes therein a base prospectus, dated July 1, 2021 (the “Base Prospectus”).  The Company has also filed a new prospectus supplement, dated August 3, 2021, along with the Base Prospectus, for the sale and issuance from time to time by the Company, in the manner and subject to the terms and conditions described in the Distribution Agreement, of up to $100,000,000 maximum aggregate offering price of the Company’s common stock, par value $0.01 per share (“Common Stock”).

In addition, pursuant to Amendment No. 1, Wells Fargo Securities, LLC was added as a sales agent under the Distribution Agreement.

Pursuant to the Distribution Agreement, the Company may offer and sell from time to time through J.P. Morgan Securities LLC, BofA Securities, Inc., Fifth Third Securities, Inc., and Wells Fargo Securities, LLC, as its sales agents (the “Sales Agents”), shares of Common Stock having an aggregate gross sales price of up to $100,000,000, in such amounts as the Company may specify by notice to any Sales Agent, in accordance with the terms and conditions set forth in the Distribution Agreement.

The foregoing summary of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the complete terms of Amendment No. 1, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01.
Other Events.

Opinion of Greenberg Traurig, LLP

A copy of the opinion of Greenberg Traurig, LLP with respect to the validity of the shares of Common Stock that may be sold and issued pursuant to the Distribution Agreement is attached as Exhibit 5.1 to this Current Report on Form 8-K.  This Current Report on Form 8-K is also being filed for the purpose of filing Exhibits 5.1 and 23.1 as exhibits to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-257612), and such exhibits are hereby incorporated by reference into such Registration Statement.

Press Release Announcing Launch of Private Offering of $400 Million of Senior Notes due 2029 and Conditional Redemption of 5.875% Senior Notes due 2025

On August 3, 2021, the Company issued a press release announcing the launch of its private offering (the “Offering”) of $400 million aggregate principal amount of new Senior Notes due 2029 (the “Notes”) to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

The press release also announced that the Company has delivered a conditional notice of redemption (the Redemption Notice”) calling for the redemption (the “Redemption”), on September 2, 2021 (the “Redemption Date”), of all $400.0 million aggregate principal amount of the Company’s 5.875% Senior Notes due 2025 outstanding (the “2025 Senior Notes”), at a redemption price equal to 102.938% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date.  The Company’s obligation to redeem the 2025 Senior Notes is conditioned upon the prior consummation of the Offering and the issuance of the Notes on or prior to the Redemption Date.
2

The Company intends to use the net proceeds from the Offering, plus cash on hand, to finance the Redemption of all outstanding 2025 Senior Notes.

The offer and sale of the Notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any other security, and shall not constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.  The Redemption of the 2025 Senior Notes is being made solely pursuant to the Redemption Notice, and this Current Report on From 8-K does not constitute an offer to purchase or redeem, or a solicitation of an offer to sell, the 2025 Senior Notes.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit Number
 
Description
1.1
  Amendment No. 1 to Distribution Agreement, dated August 3, 2021, among Century Communities, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., and Wells Fargo Securities, LLC
5.1
 
Opinion of Greenberg Traurig, LLP
 
Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1)
  Press release, dated August 3, 2021, announcing launch of private offering of $400 million of Senior Notes due 2029 and conditional redemption of 5.875% Senior Notes due 2025
104
 
The cover page from this current report on Form 8-K, formatted in Inline XBRL
3

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:  August 3, 2021
Century Communities, Inc.
   
 
By:
/s/ David Messenger
 
Name: 
David Messenger
 
Title: 
Chief Financial Officer and Secretary
Exhibit 1.1

Century Communities, Inc.
 
Amendment No. 1 to Distribution Agreement (this “Amendment”)
 
August 3, 2021
 
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

BofA Securities, Inc.
One Bryant Park
New York, New York 10036

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Fifth Third Securities, Inc.
38 Fountain Square Plaza
MD 10903B
Cincinnati, Ohio 45263

Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
 
Ladies and Gentlemen:
 
Reference is made to the Distribution Agreement, dated November 27, 2019 (the “Agreement”), by and among Century Communities Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Fifth Third Securities, Inc., as agents (collectively, the “Prior Agents”), with respect to the sale and issuance from time to time by the Company, in the manner and subject to the terms and conditions set forth in the Agreement, of Common Stock, par value $0.01 per share, of the Company having an aggregate Gross Sales Price of up to $100,000,000 (the “ATM Program”).  Terms used herein but not otherwise defined herein shall have the respective meanings given thereto in the Agreement.
 
Wells Fargo Securities, LLC hereby (i) represents and warrants to the Company that it has been furnished with a copy of, and has reviewed and fully understands, the Agreement (as amended by this Agreement), (ii) agrees to become an Agent under the Agreement, and (iii) agrees to be bound by the terms and provisions of the Agreement, as if Wells Fargo Securities, LLC was and is an original party to the Agreement.
 
The parties hereto agree and acknowledge that (i) the Company’s Registration Statement on Form S-3 (No. 333-226054) and related prospectus supplement for the ATM Program was due to expire on July 2, 2021; (ii) the Company filed with the Commission a new Registration Statement on Form S-3 (No. 333-257612) on July 1, 2021 (the “New Registration Statement”), which includes, as part of the New Registration Statement, a base prospectus dated July 1, 2021 (including the documents incorporated therein as of the date of such base prospectus, the “New Basic Prospectus”); (iii) the Company will file with the Commission a new prospectus supplement, dated August 3, 2021, relating to the ATM Program (including the documents incorporated therein as of the date of such prospectus supplement, the “New Prospectus Supplement”); (iv) from and after the date hereof, (a) all references in the Agreement to “Registration Statement” shall mean the New Registration Statement, (b) all references in the Agreement to “Basic Prospectus” shall mean the New Basic Prospectus, (c) all references in the Agreement to “Prospectus Supplement” shall mean the New Prospectus Supplement, and (d) all references in the Agreement to “Agreement” shall mean the Agreement as amended by this Amendment; (v) Wells Fargo Securities, LLC is hereby added as an Agent under the Agreement; and (vi) an “Agent” or the “Agents” under the Agreement shall mean J.P. Morgan Securities LLC, BofA Securities, Inc. Wells Fargo Securities, LLC, and Fifth Third Securities, Inc., individually or collectively, as the case may be, in lieu of the Prior Agents.
 
Except as amended and supplemented as set forth in this Amendment, the Agreement remains in full force and effect.
 
For the avoidance of doubt, the Company does not intend to make a Transaction Proposal to any Agent as of the date of this Amendment, and the filings by the Company with the Commission of the New Registration Statement (including the New Basic Prospectus contained therein) and the New Prospectus Supplement will not constitute a recommencement of the offering of the Shares or result in a Bring-Down Delivery Date.
 
This Amendment may be executed and delivered in counterparts, each of which will be deemed to be an original.  Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this Agreement.  Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
 
[Remainder of Page Intentionally Blank]
2

 
CENTURY COMMUNITIES, INC.
 
 
   
 
By: 
/s/ David L. Messenger
 
 
Name: 
David L. Messenger
   
Title: 
Chief Financial Officer


[Signature Page to Amendment No. 1 to Distribution Agreement]


J.P. MORGAN SECURITIES LLC
 
   
   
By:
/s/ Stephanie Little
 
 
Name:
Stephanie Little
 
 
Title:
Executive Director
 


[Signature Page to Amendment No. 1 to Distribution Agreement]


BOFA SECURITIES, INC.
 
   
   
By:
/s/ Tim Olsen
 
 
Name:
Tim Olsen
 
 
Title:
Managing Director
 


[Signature Page to Amendment No. 1 to Distribution Agreement]


CITIGROUP GLOBAL MARKETS INC.
 
   
   
By:
/s/ Richard L. Moriarty
 
 
Name:
Richard L. Moriarty
 
 
Title:
Managing Director
 


[Signature Page to Amendment No. 1 to Distribution Agreement]


FIFTH THIRD SECURITIES, INC.
 
   
   
By:
/s/ Susannah Doyle Lunke
 
 
Name:
Susannah Doyle Lunke
 
 
Title:
Managing Director, ECM, SVP
 


[Signature Page to Amendment No. 1 to Distribution Agreement]


Wells Fargo Securities, LLC
 
   
   
By:
/s/ Michael Tiedemann
 
 
Name:
Michael Tiedemann
 
 
Title:
Managing Director
 


[Signature Page to Amendment No. 1 to Distribution Agreement]

Exhibit 5.1


August 3, 2021

Century Communities, Inc.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111


Re:
Offering of Common Stock

Ladies and Gentlemen:

We have acted as counsel to Century Communities, Inc., a Delaware corporation (the “Company”), and have been requested to render this opinion letter in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-257612), as filed with, and automatically declared effective by, the U.S. Securities and Exchange Commission (the “Commission”) on July 1, 2021 (the “Registration Statement”), of the offering and sale by the Company of up to $100,000,000 maximum aggregate offering price of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Distribution Agreement, dated November 27, 2019, as amended by the Amendment No. 1 to Distribution Agreement, dated August 3, 2021 (as amended, the “Distribution Agreement”), among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc., Fifth Third Securities, Inc., and Wells Fargo Securities, LLC.  This opinion letter is being delivered at your request in connection with the filing by the Company with the Commission of a Current Report on Form 8-K on the date hereof (the “8-K”), and supplements our opinion, dated July 1, 2021, previously filed as Exhibit 5.1 to the Registration Statement.  Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Distribution Agreement.

In rendering the opinion expressed below, we have acted as counsel for the Company, have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of (i) the Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), (ii) the Bylaws of the Company, as amended, (iii) the Distribution Agreement, (iv) the Registration Statement, (v) the base prospectus included in the Registration Statement at the time it was declared effective (the “Base Prospectus”), (vi) the prospectus supplement, filed by the Company with the Commission on August 3, 2021 pursuant to Rule 424(b)(5) under the Securities Act (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”), (vii) resolutions of the Board of Directors of the Company relating to the authorization and issuance of the Shares, and the authorization and approval of the Distribution Agreement and the transactions contemplated thereby, certified by an officer of the Company (the “Resolutions”), (viii) certificates of officers of the Company, (ix) certificates of public officials, and (x) such other documents, records, agreements, certificates and instruments of the Company, 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 opinion 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 with respect to the accuracy of material factual matters contained therein which were not independently established.  In making our examination of documents executed by parties other than the Company, we have assumed that such other parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also 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 further assume that the amount, terms, sale, and issuance of the Shares to be offered from time to time by the Company pursuant to the Distribution Agreement will be authorized and determined at the time of issuance by proper corporate action of the Company (each, a “Corporate Action”), as authorized by the Resolutions.

 
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.
August 3, 2021
Page 2

Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when an issuance of Shares has been duly authorized by all necessary Corporate Action, upon issuance, delivery and payment therefor in accordance with the terms of the Distribution Agreement, pursuant to one or more Transaction Acceptances or Terms Agreements delivered or entered into in accordance with the Distribution Agreement, and in the manner contemplated by the Prospectus and such Corporate Action, such Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is subject to (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought, and (iii) our assumption that the sale and issuance of the Shares will not exceed (a) the authorized number of shares of Common Stock set forth in the Certificate of Incorporation, and (b) the aggregate amount of Shares authorized for offer, sale, and issuance by the Resolutions.  In addition, the foregoing opinion is limited to the General Corporation Law of the State of Delaware and the laws of the State of New York, and we do not express any opinion herein with respect to the laws of any other jurisdiction.  Furthermore, 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.

We hereby consent (i) to the filing of this opinion letter as Exhibit 5.1 to the 8-K and to the Registration Statement, and (ii) to the reference to our firm appearing under the captions “Legal Matters” in the Base Prospectus and the Prospectus Supplement.  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 opinion 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 8-K, the Registration Statement, and the offering, sale and issuance of the Shares, 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
Exhibit 99.1


Century Communities Announces Launch of Private Offering of $400 Million Senior Notes due 2029 and Conditional Redemption of 5.875% Senior Notes due 2025

GREENWOOD VILLAGE, Colorado (August 3, 2021) – Century Communities, Inc. (NYSE: CCS), a leading national homebuilder, today announced that it has launched a private offering (the “Offering”) of $400 million aggregate principal amount of new Senior Notes due 2029 (the “Notes”) to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

The terms and timing of pricing of the Notes are subject to market conditions and other factors.  The Notes are expected to be guaranteed on an unsecured senior basis by certain of the Company’s current and future subsidiaries, including substantially all of its domestic wholly-owned subsidiaries.

The Company intends to use the net proceeds from the Offering, plus cash on hand, to redeem (the “Redemption”) all $400.0 million aggregate principal amount of the Company’s 5.875% Senior Notes due 2025 outstanding (the “2025 Senior Notes”).  Consummation of the Offering of the Notes and the Redemption of the 2025 Senior Notes are subject to market and other conditions, and there can be no assurance that the Company will be able to successfully complete these transactions on the terms described above, or at all.

The offer and sale of the Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any other security, and shall not constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.  Any offers of the Notes will be made only by means of a private offering memorandum.

The Company also announced today that it has delivered a conditional notice of redemption (the “Redemption Notice”) calling for the redemption, on September 2, 2021 (the “Redemption Date”), of all of the outstanding 2025 Senior Notes at a redemption price equal to 102.938% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date.  The Company’s obligation to redeem the 2025 Senior Notes is conditioned upon the prior consummation of the Offering and the issuance of the Notes on or prior to the Redemption Date.  The Company will publicly announce and notify the holders of, and the trustee for, the 2025 Senior Notes if the condition is not satisfied or waived prior to the Redemption Date, whereupon the Redemption will be revoked and the 2025 Senior Notes will remain outstanding.  U.S. Bank National Association is the trustee for the 2025 Senior Notes and is serving as the paying agent for the Redemption.

The Redemption of the 2025 Senior Notes is being made solely pursuant to the Redemption Notice, and this press release does not constitute an offer to purchase or redeem, or a solicitation of an offer to sell, the 2025 Senior Notes.

About Century Communities

Century Communities, Inc. (NYSE: CCS) is a top 10 national homebuilder.  Offering new homes under the Century Communities and Century Complete brands, Century is engaged in all aspects of homebuilding — including the acquisition, entitlement and development of land, along with the construction, innovative marketing and sale of quality homes designed to appeal to a wide range of homebuyers.  The Colorado-based company operates in 17 states and 30 markets across the United States, and offers title, insurance and lending services in select markets through its Parkway Title, IHL Home Insurance Agency, and Inspire Home Loan subsidiaries.  To learn more about Century Communities, please visit www.centurycommunities.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, and such statements should not be interpreted to be guarantees of future performance or results.  Forward-looking statements are based on our current beliefs or expectations with respect to future events, and are subject to assumptions and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the beliefs or expectations expressed in or suggested by the forward-looking statements.  Forward-looking statements in this press release include statements relating to, among other things, statements about the intended use of proceeds or other aspects of the Offering of the Notes and the Redemption of the 2025 Senior Notes.  The following factors, among others, could cause actual results to differ materially from those expressed in the forward-looking statements: adverse changes in general economic conditions, availability of financing, and the other factors included in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.  Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law.

Contact Information:

Hunter Wells, Vice President of Investor Relations
(719) 426-3520
Hunter.Wells@CenturyCommunities.com