CCS 8-K
Century Communities, Inc. (CCS)
8-K
2025-09-04
For: 2025-09-03
View Original
Added on
April 10, 2026
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): September 3, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip Code)
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(303 ) 770-8300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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Emerging growth company
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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.
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On September 3, 2025, Century Communities, Inc. (the “Company”) and its subsidiary guarantors party thereto (the “Guarantors”)
entered into a Purchase Agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named in Schedule A thereto (the “Initial Purchasers”). The Purchase Agreement relates to the sale
and issuance by the Company of $500 million aggregate principal amount of its 6.625% Senior Notes due 2033 (the “Notes”) in a private offering (the “Offering”), exempt from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The
Offering of the Notes is expected to close on September 17, 2025, subject to customary closing conditions.
The Purchase Agreement contains customary representations, warranties and covenants by the Company and the Guarantors, and
customary closing conditions and termination provisions. Under the terms of the Purchase Agreement, the Company and Guarantors have agreed to indemnify the Initial Purchasers and their controlling persons against certain liabilities or to
contribute to payments that the Initial Purchasers may be required to make in respect of those liabilities.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the complete terms of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “8-K”) and is incorporated herein by reference.
| Item 8.01. |
Other Events.
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Press Release Announcing Pricing of Private Offering of $500 Million of Senior Notes due 2033
On September 3, 2025, the Company issued a press release announcing
the pricing of the Offering of $500 million aggregate principal amount of the Notes. The Notes will bear interest at 6.625% and will 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 Notes will be sold to investors at a price of 100% of the principal amount thereof.
The Offering is expected to close on September 17, 2025, subject to customary closing conditions.
The Company expects the aggregate net proceeds of the Offering to be approximately $494 million after payment by the Company of the initial
purchasers’ discounts and other estimated fees and expenses. The Company intends to use the net proceeds from the Offering, plus cash on hand, to finance the aggregate redemption price to be paid in connection with the Company’s previously announced redemption (the ‘‘Redemption’’)
of all $500.0 million aggregate principal amount of its 6.750% Senior Notes due 2027 outstanding.
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.
The Notes will be sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain
non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.
A copy of the press release is filed as Exhibit 99.1 to this 8-K and is incorporated herein by reference.
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This 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.
Forward-Looking Statements
This 8-K 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 the Company’s 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 8-K include statements relating to, among other things, the intended use of proceeds or other aspects of the Offering of the Notes and the Redemption. Actual events and/or results may differ materially from those projected in
such forward-looking statements. Please see the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other reports filed with the U.S. Securities Exchange Commission for factors that could cause actual
results to differ materially from those expressed in the forward-looking statements.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits. |
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Exhibit
Number
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Description
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Purchase Agreement, dated September 3, 2025, among Century Communities, Inc., the Guarantors party thereto, and J.P. Morgan Securities LLC, as
representative of the initial purchasers named in Schedule A thereto
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Press release, dated September 3, 2025, announcing pricing of private offering of $500 million of Senior Notes due 2033
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104
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The cover page from this current report on Form 8-K, formatted in Inline XBRL
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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.
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Date: September 4, 2025
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Century Communities, Inc.
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By:
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/s/ J. Scott Dixon
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| Name: J. Scott Dixon | ||
| Title: Chief Financial Officer | ||
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Exhibit 10.1
Purchase Agreement
September 3, 2025
J.P. Morgan Securities LLC
As Representative of the Initial Purchasers
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
Introductory. Century
Communities, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC and the other several Initial Purchasers named in Schedule A
hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the
Company’s 6.625% Senior Notes due 2033 (the “Notes”). J.P. Morgan Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”).
The Securities (as defined below) will be issued pursuant to an indenture, dated as of the Closing Date (as defined in Section 2 hereof), among the
Company, the Guarantors (as defined below), and U.S. Bank National Association, as trustee (the “Trustee”), relating to the issuance of the Securities, (the “Indenture”).
The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”),
among the Company, the Trustee and the Depositary.
The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly
and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the
Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
The Company has issued a conditional notice of redemption calling for the redemption (the “Redemption”), on October 3, 2025, of all of the Company’s outstanding 6.750% Senior Notes due 2027 (the “2027 Notes”) at a redemption price equal to 100.00% of
the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption”). The Company’s obligation to
redeem the 2027 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 use the net proceeds of the Offering, along with cash on hand, to finance the
aggregate redemption price to be paid for the 2027 Notes in connection with the Redemption.
The issuance and sale of the Notes, the issuance of the Guarantees, the Redemption, and the payment of transaction costs are referred to herein
collectively as the “Transactions.”
This Agreement, the DTC Agreement, the Securities, and the Indenture are referred to herein as the “Transaction Documents.”
The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in
the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, the Securities to purchasers (the “Subsequent
Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time
of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of
the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise
transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the
Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)).
The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 3, 2025 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 3, 2025 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering
Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will
prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed
under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated
thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement”
with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum.
The Company and the Guarantors each hereby confirms its agreements with the Initial Purchasers as follows:
SECTION 1. Representations and Warranties. Each of the Company and the Guarantors, jointly and severally,
hereby represents, warrants and covenants to each Initial Purchaser that, as of the date hereof and as of the Closing Date (references in this Section 1 to the “Offering Memorandum”
are to (x) the Pricing Disclosure Package in the case of representations and warranties made as of the date hereof and (y) the Pricing Disclosure Package and the Final Offering Memorandum in the case of representations and warranties made as of the
Closing Date):
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(a) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not
necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the
Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of
the Commission promulgated thereunder).
(b) No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501(b) under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty)
has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would
be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial
Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act (each, a “General Solicitation”). With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its
Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning
of Regulation S and (ii) each of the Company and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has complied and will
comply with the offering restrictions set forth in Regulation S to the extent applicable.
(c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities
exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system.
(d) The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in
accordance with Section 3(a), as applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Pricing Disclosure Package, the Final Offering Memorandum or any amendment
or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use in the Pricing Disclosure Package, the Final Offering
Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A.
(e) Company Additional Communications. The Company and the Guarantors have not prepared, made, used, authorized, approved or distributed any written communication that constitutes an offer
to sell or solicitation of an offer to buy the Securities, other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case
used in accordance with Section 3(a). Each such communication by the Company, the Guarantors or their agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or
omissions from each such Company Additional Communication made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use in any Company Additional
Communication.
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(f) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.
(g) The DTC Agreement. The DTC Agreement has been duly authorized and, on the Closing Date, will have been duly executed and delivered by, and will
constitute a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors or by general equitable principles.
(h) Authorization of the Notes and the Guarantees. The Notes to be purchased by the Initial Purchasers from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly
authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered
against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture. The Guarantees of the Notes on
the Closing Date will be in the form contemplated by the Indenture and have been duly authorized by the Guarantors for issuance pursuant to this Agreement and the Indenture; the Guarantees of the Notes, at the Closing Date, will have been duly
executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid
and binding agreements of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.
(i) Authorization of the Indenture. The Indenture has been duly authorized by the Company and the Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company and the Guarantors
and will constitute a valid and binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
(j) Description of the Transaction Documents. The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.
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(k) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum (exclusive of any amendment or supplement thereto), subsequent to the respective dates as of which information is given in
the Offering Memorandum (exclusive of any amendment or supplement thereto): (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, on (x) the business,
condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (y) the consummation of the transactions contemplated by the Pricing Disclosure Package or the Final Offering
Memorandum (any such change is called a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability
or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind
declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or other ownership interest or repurchase or redemption by the Company or any of its
subsidiaries of any class of capital stock.
(l) Independent Accountants for the Company. Ernst & Young LLP, independent registered public accounting firm for the Company and its subsidiaries, which has expressed its opinions with respect to the
financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules of the Company incorporated by reference in the Offering Memorandum, is an independent registered public accounting firm
within the meaning of the Securities Act, the Exchange Act and the rules of the Public Company Accounting Oversight Board, and any non-audit services provided by Ernst & Young LLP to the Company or any of the Guarantors have been approved by
the Audit Committee of the Board of Directors of the Company.
(m) [Reserved]
(n) Preparation of the Financial Statements and Financial Information. The financial statements of the Company, together with the related schedules and notes, incorporated by reference in the Offering Memorandum
present fairly in all material respects the consolidated financial position of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial
statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout
the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in the Offering Memorandum under the caption “Summary–Summary of Selected Financial Data” fairly present in all material respects
the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The statistical and market‑related data and
forward‑looking statements included in the Offering Memorandum are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that
are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called
for in all material respects and have been prepared in accordance with the Commission's rules and guidelines applicable thereto.
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(o) Incorporation and Good Standing of the Company and its Guarantors. Each of the Company and the Guarantors has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited
partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and
authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under each of the Transaction Documents to which it is a party. Each of the
Company and each Guarantor is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material
Adverse Change. All of the issued and outstanding capital stock or other ownership interest of each Guarantor has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Offering Memorandum. The Company does not own or control,
directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit B hereto. All of the Company’s subsidiaries that are not also Guarantors are dormant non-operating subsidiaries with no operations
or assets and such subsidiaries are, individually and in the aggregate with all other non-Guarantor subsidiaries, immaterial to the Company.
(p) Capitalization and Other Capital Stock Matters. At June 30, 2025, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Securities pursuant hereto, the Company would have an
authorized and outstanding capitalization as set forth in the Offering Memorandum under the heading “As Adjusted” in the section entitled “Capitalization” (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit
plans described in the Offering Memorandum or upon exercise of outstanding options described in the Offering Memorandum). All of the outstanding shares of common stock of the Company (the “Common Stock”) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock
were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of
first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Offering
Memorandum. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, in the Offering Memorandum accurately and fairly describes, in all material
respects, such plans, arrangements, options and rights.
(q) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter,
bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan
or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, (x) the indenture, dated as of May 23,
2019 (the “Existing 2019 Indenture”), (y) the indenture, dated as of August 23, 2021 (the “Existing 2021
Indenture”), and (z) the Company’s Credit Agreement, dated November 1, 2024, (the “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults
as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company and the Guarantors party thereto, and the issuance and delivery of the
Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary corporate or other action and will not result in any violation of the provisions of the
charter, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults,
liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the
Company or any subsidiary, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other
governmental or regulatory authority or agency is required for the execution, delivery and performance of the Transaction Documents by the Company and the Guarantors to the extent a party thereto, or the issuance and delivery of the Securities, or
consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as have been obtained or made by the Company and the Guarantors and are in full force and effect under the Securities Act, under applicable
securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which
gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company or any of its subsidiaries.
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(r) No Material Actions or Proceedings. Other than as described in the Pricing Disclosure Package and the Final Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to
the Company’s and the Guarantors’ knowledge, threatened (i) against or affecting the Company or any of its subsidiaries or (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries and which (in
the case of clauses (i) or (ii)), if determined adversely to the Company or such subsidiary, would result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor
dispute with the employees of the Company or any of its subsidiaries exists or, to the Company’s and the Guarantors’ knowledge, is threatened or imminent.
(s) Intellectual Property Rights. The Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights
(collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual
Property Rights would not result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or
conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change.
(t) All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or
bodies necessary to own, lease and operate its properties and to conduct their respective businesses, except to the extent that any failure to have such certificates, authorizations or permits would reasonably be expected, singly or in the
aggregate, to result in a Material Adverse Change. Neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit
which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.
(u) Title to Properties. The Company and each of its subsidiaries has good legal, valid and defensible title to all the properties and assets reflected as owned in the financial statements referred to in Section
1(n) hereof (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as (i) disclosed in the Offering Memorandum, or (ii) such as
do not materially and adversely affect the value of such property, do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary, and would not otherwise result in a Material Adverse
Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with
the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary, and would not otherwise result in a Material Adverse Change, and except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
7
(v) Tax Law Compliance. Except where such failure to file or pay an assessment, fine or penalty would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or where
such matters have been properly extended or are the result of a pending bona fide dispute with taxing authorities, the Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns
or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate
charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(n) hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability
of the Company or any of its consolidated subsidiaries has not been finally determined.
(w) Company and Guarantors Not an “Investment Company.” The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). Neither the Company nor any Guarantor is, or after receipt of payment for the
Securities and application of the proceeds as described in the Pricing Disclosure Package and the Final Offering Memorandum will be, an “investment company” within the meaning of the Investment Company Act and will conduct its business in a
manner so that it will not become subject to the Investment Company Act.
(x) Insurance. Each of the Company and its subsidiaries are insured by recognized and, to the knowledge of the Company and the Guarantors, financially sound institutions with policies in such amounts and with
such deductibles and covering such risks as they reasonably believe are generally deemed adequate and customary for their businesses including, without limitation, to the extent that they reasonably so believe, policies covering real and personal
property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism, flood and earthquakes. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing
insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material
Adverse Change.
(y) [Reserved]
(z) No Price Stabilization or Manipulation. None of the Company or any of the Guarantors has taken or will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or
result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(aa) Solvency. Each of the Company and the Guarantors is, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent”
means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present
fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets
and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.
8
(bb) Company’s Accounting System. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the
requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries maintain a system of accounting controls that is sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering
Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and are prepared in accordance with the Commission's rules and guidelines applicable thereto.
(cc) Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure
controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to the chief executive officer and chief financial officer of the Company by others within the Company or any of
its subsidiaries, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Company’s auditors and the Audit Committee
of the Board of Directors of the Company have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process,
summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; and since the date of the most recent evaluation of such disclosure
controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material
weaknesses.
(dd) Regulations T, U, X. Neither the Company nor any Guarantor nor any of their respective subsidiaries nor any agent thereof acting on their behalf has taken, and none of them will take, any action that might
cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.
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(ee) Compliance with and Liability Under Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) each of the Company and its
subsidiaries and their respective operations and facilities are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in
compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and
facilities of the Company or its subsidiaries under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) neither the Company nor any of its subsidiaries has received any written communication, whether from a
governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (iii) there is no claim, action or cause of action filed with a court or
governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging actual or potential liability on the part of the Company or any of its subsidiaries
based on or pursuant to any Environmental Law pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability under or pursuant to any
Environmental Law the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; (iv) neither the Company nor any of its subsidiaries is conducting or paying for, in whole or in part, any
investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability
under any Environmental Law; (v) no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Company or any of its subsidiaries;
and (vi) there are no past or present actions, activities, circumstances, conditions or occurrences, including, without limitation, the Release or threatened Release of any Material of Environmental Concern, that could reasonably be expected to
result in a violation of or liability under any Environmental Law on the part of the Company or any of its subsidiaries, including without limitation, any such liability which the Company or any of its subsidiaries has retained or assumed either
contractually or by operation of law.
For purposes of this Agreement, “Environment” means ambient air, indoor air,
surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means the common
law and all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder, relating to pollution or protection of the Environment or human health,
including without limitation, those relating to (i) the Release or threatened Release of Materials of Environmental Concern; and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, transport, handling or recycling of
Materials of Environmental Concern. “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any
form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any
release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.
(ff) Periodic Review of Costs of Environmental Compliance. In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and
properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties
or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established reserves, if
any, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change.
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(gg) ERISA Compliance. Each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,”
which term, as used herein, includes the regulations and published interpretations thereunder)) established, maintained, contributed to or required to be contributed to by the Company, its subsidiaries or their ERISA Affiliates (as defined below)
(each, a “Benefit Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate”
means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,”
which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary is a member. No non-exempt “reportable event” (as defined under ERISA) has occurred or is reasonably expected
to occur with respect to any Benefit Plan. No “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were
terminated, would have any “unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA
with respect to termination of, or withdrawal from, any Benefit Plan or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each Benefit Plan that is intended to be qualified under Section 401 of the Code is subject to a favorable determination
letter issued by the Internal Revenue Service providing that such plan is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
(hh) Compliance with Labor Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) there is (A) no unfair labor practice complaint pending or, to the best of the
Company’s and the Guarantors’ knowledge, threatened against the Company or any of its subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements
pending, or to the best of the Company’s and the Guarantors’ knowledge, threatened, against the Company or any of its subsidiaries, (B) no strike, labor dispute, slowdown or stoppage pending or, to the best of the Company’s and the Guarantors’
knowledge, threatened against the Company or any of its subsidiaries and (C) no union representation question existing with respect to the employees of the Company or any of its subsidiaries and, to the best of the Company’s and the Guarantors’
knowledge, no union organizing activities taking place and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.
(ii) Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, officer, member, stockholder,
customer or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Securities Act to be disclosed in a registration statement on Form S-1 which is not so disclosed in the Offering Memorandum. There
are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any affiliate of the Company to or for the benefit of any of the officers or directors
of the Company or any affiliate of the Company or any of their respective family members.
(jj) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors,
any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in (i) a violation by such persons of the FCPA or any applicable law or
regulation implementing the OECD Convention, (ii) an offence by such persons under the Bribery Act, or (iii) a violation by such persons of any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the
mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any
of the foregoing, or any political party or party official or candidate for political office, in contravention of the FCPA, the OECD Convention, the Bribery Act and any other applicable anti-bribery or anti-corruption law, and the Company, its
subsidiaries and, to the knowledge of the Company and the Guarantors, its affiliates have conducted their businesses in compliance with all applicable anti-bribery and anti-corruption laws and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
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“FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules
and regulations thereunder.
“OECD Convention” means OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions.
“Bribery Act” means Bribery Act 2010 of the United Kingdom.
(kk) No Default in Senior Indebtedness. No event of default exists under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument constituting senior Indebtedness (as
defined in the Existing 2019 Indenture).
(ll) No Conflict with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Money Laundering Control Act of 1986, as amended, any other money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge
of the Company and the Guarantors, threatened.
(mm) No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee or affiliate of the Company or
any of its subsidiaries or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently subject to any sanctions administered by the U.S. government (including, without limitation, the Office of Foreign
Assets Control of the U.S. Department of Treasury (“OFAC”), the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the
designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its
subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions, including, without limitation, Cuba, Iran, North Korea, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the
so-called Luhansk People’s Republic (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country
or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or (ii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as
initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions. Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person
that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(nn) Stock Options. No stock options have been granted pursuant to the stock-based compensation plans of the Company and its subsidiaries or otherwise.
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(oo) Regulation S. The Company, the Guarantors and their respective affiliates and all persons acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no
representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will
contain the disclosure required by Rule 902. The Securities sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day
restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the
registration requirements of the Securities Act.
(pp) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all material respects with the requirements of the Exchange Act. Each such Incorporated Document, when taken together with
the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
(qq) Compliance with Sarbanes-Oxley. The Company and its subsidiaries and, to the knowledge of the Company, their respective officers and directors are, and at all times have been, in all material respects with
the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are effective and applicable to the Company or such person as an officer or director of the Company.
(rr) Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases
(collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company
and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable
controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally
identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or
unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. Neither
the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems
and Personal Data. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,
internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Any
certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to each Initial
Purchaser as to the matters set forth therein.
13
SECTION 2. Purchase, Sale and
Delivery of the Securities.
(a) The Securities. Each of the Company and the Guarantors agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities, and, subject to the
conditions set forth herein, the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Guarantors the aggregate principal amount of Securities set forth opposite their names on Schedule A, at a purchase price of
99.000% of the principal amount thereof, plus accrued interest from September 17, 2025, payable on the Closing Date, in each case, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of
Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York City time, on September 17, 2025, or such other time and date as the
Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The Company hereby acknowledges that circumstances
under which the Representative may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an
amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 18 hereof.
(c) Delivery of the Securities. The Company shall deliver, or cause to be delivered, to the Representative for the accounts of the several Initial Purchasers certificates for the
Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations and registered in
the name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Representative may designate.
Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.
(d) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:
(i) it will offer and
sell Securities only to (a) persons who it reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A (“Qualified Institutional Buyers”) in
transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex I to this Agreement; and
(ii) it is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
SECTION 3. Additional Covenants. Each of the Company and the Guarantors further covenants and agrees with
each Initial Purchaser as follows:
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(a) Preparation of Final Offering Memorandum; Initial Purchasers’ Review of Proposed Amendments and Supplements and Company Additional Communications. As promptly as practicable following the Time of Sale and in
any event not later than the second business day following the date hereof, the Company will prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only
by the information contained in the Pricing Supplement. The Company will not amend or supplement the Preliminary Offering Memorandum or the Pricing Supplement. The Company will not amend or supplement the Final Offering Memorandum prior to the
Closing Date unless the Representative shall previously have been furnished a copy of the proposed amendment or supplement at least two business days prior to the proposed use or filing, and shall not have objected to such amendment or
supplement. Before making, preparing, using, authorizing, approving or distributing any Company Additional Communication, the Company will furnish to the Representative a copy of such
written communication for review and will not make, prepare, use, authorize, approve or distribute any such written communication to which the Representative reasonably objects.
(b) Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which
any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package to comply with law, the Company and the Guarantors will immediately notify the Initial Purchasers thereof and
forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the Pricing Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package
as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that any of the Pricing Disclosure Package will comply with all applicable law. If, prior to the completion of the
placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Memorandum, as then amended or
supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the judgment of the Company or the Representative or
counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Guarantors agree to promptly prepare (subject to Section 3(a) hereof), and furnish at its
own expense to the Initial Purchasers, amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing
Date and at the time of sale of Securities, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with all applicable law.
The Company hereby expressly acknowledges that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable
and relate to each offering memorandum, registration statement, prospectus, amendment or supplement referred to in this Section 3.
(c) Copies of the Offering Memorandum. The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering
Memorandum and any amendments and supplements thereto as they shall reasonably request.
(d) Blue Sky Compliance. Each of the Company and the Guarantors shall cooperate with the Representative and counsel for the Initial Purchasers to qualify or register (or to obtain
exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions designated by the
Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. None of the Company or any of the Guarantors shall be required
to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The
Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any
proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company and the Guarantors shall use its best efforts to obtain the withdrawal thereof at the
earliest possible moment.
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(e) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Notes sold by it in connection with the Redemption, as described under the
caption “Use of Proceeds” in the Pricing Disclosure Package.
(f) The Depositary. The Company will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be eligible for clearance and settlement through the
facilities of the Depositary.
(g) Additional Issuer Information. At any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to
time of the Securities, the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information (“Additional
Issuer Information”) satisfying the requirements of Rule 144A(d).
(h) Agreement Not to Offer or Sell Additional Securities. During the period of 90 days following the date hereof, the Company will not, without the prior written consent of the
Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the
meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable
for or convertible into debt securities of the Company (other than as contemplated by this Agreement).
(i) Future Reports to the Initial Purchasers. At any time when the Company is not subject to Section 13 or 15 of the Exchange Act and any Securities remain outstanding, the Company
will furnish, upon request, to the Representative and to each of the other Initial Purchasers: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as
of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after
the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, the Financial Industry Regulatory Authority (“FINRA”) or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock or debt
securities (including the holders of the Securities), if, in each case, such documents are not filed with the Commission within the time periods specified by the Commission’s rules and regulations under Section 13 or 15 of the Exchange Act.
(j) No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the
doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by
the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or by Rule
144A or by Regulation S thereunder or otherwise.
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(k) No General Solicitation or Directed Selling Efforts. The Company agrees that it will not and will not permit any of its Affiliates or any other person
acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) to (i) solicit offers for, or offer or sell, the Securities (A) by means of any General Solicitation or (B) in any manner involving a public
offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Company will and will cause all such persons to comply
with the offering restrictions requirement of Regulation S with respect to the Securities.
(l) No Restricted Resales. The Company will not, and will not permit any of its Affiliates to resell any of the Notes that have been reacquired by any of them, except for notes purchased by the Company or any of
its Affiliates and resold in a transaction registered under the Securities Act.
(m) Legended Securities. Each certificate for a Security will bear the legend contained in “Transfer Restrictions” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the
Preliminary Offering Memorandum.
The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any
Guarantor of any one or more of the foregoing covenants or extend the time for their performance.
SECTION 4. Payment of Expenses. The Company and the Guarantors jointly and severally agree to pay all
costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of
the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Company’s
and the Guarantors’ counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Pricing Disclosure
Package and the Final Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, and the Transaction Documents, (v) all filing fees, attorneys’ fees and expenses incurred by the Company, the
Guarantors or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the securities laws of the several
states of the United States, the provinces of Canada or other jurisdictions designated by the Initial Purchasers (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment
memoranda and any related supplements to the Pricing Disclosure Package or the Final Offering Memorandum), (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture
and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection
with the review by FINRA, if any, of the terms of the sale of the Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company and the Guarantors in connection with approval of the Securities by the
Depositary for “book-entry” transfer, and the performance by the Company and the Guarantors of their respective other obligations under this Agreement, and (x) all expenses incident to the “road show” for the offering of the Securities, including
the cost of any chartered airplane or other transportation. Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel.
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SECTION 5. Conditions of the Obligations of the Initial Purchasers. The
obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set
forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company and the Guarantors of their covenants and other obligations hereunder, and to each of the following
additional conditions:
(a) Accountants’ Comfort Letters. On the date hereof, the Initial Purchasers shall have received from Ernst & Young LLP, the independent registered public accounting firm for the
Company, a “comfort letter” dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory to the Representative, covering the financial information of the Company in the Pricing Disclosure Package and other customary
matters. In addition, on the Closing Date, the Initial Purchasers shall have received from such accountants a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in form and substance satisfactory to the
Representative, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information of the Company in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures
shall be brought down to a date no more than 3 days prior to the Closing Date.
(c) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date:
(i) in the judgment of the
Representative there shall not have occurred any Material Adverse Change; and
(ii) there shall not have
occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any
of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act.
(d) Opinion of Counsel for the Company. On the Closing Date the Initial Purchasers shall have received the written opinion of Greenberg Traurig, LLP, counsel for the Company, dated as
of such Closing Date, in form and substance reasonably satisfactory to the Representative, substantially in the form of Exhibit A.
(e) Opinion of Counsel for the Initial Purchasers. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Davis Polk & Wardwell LLP, counsel for the Initial Purchasers, dated
as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.
(f) Officers’ Certificate. On the Closing Date the Initial Purchasers shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Company and each
Guarantor and the Chief Financial Officer or Chief Accounting Officer of the Company and each Guarantor, dated as of the Closing Date, to the effect set forth in Section 5(b)(ii) hereof, and further to the effect that:
(i) for the period from
and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;
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(ii) the representations,
warranties and covenants of the Company and the Guarantors set forth in Section 1 hereof were true and correct as of the date hereof and are true and correct as of the Closing Date with the same force and effect as though expressly made on and as
of the Closing Date; and
(iii) each of the Company
and the Guarantors has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date.
(g) Indenture. The Company and the Guarantors shall have executed and delivered the Indenture, in form and
substance reasonably satisfactory to the Representative, and the Initial Purchasers shall have received executed copies thereof.
(h) Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as
they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any
of the conditions or agreements, herein contained.
If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the
Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8 and 9 hereof shall at all times be effective
and shall survive such termination.
SECTION 6. Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the
Representative pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any of the
Guarantors to perform any agreement herein or to comply with any provision hereof, the Company and each of the Guarantors jointly and severally agree to reimburse the Initial Purchasers, severally, upon demand for all out-of-pocket expenses that
shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel
expenses, postage, facsimile and telephone charges.
SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the
Company and each of the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:
(a) Offers and sales of the Securities will
be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each sale of Securities shall be made only to persons whom the seller reasonably believes to be
Qualified Institutional Buyers or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S upon the terms and conditions set forth in
Annex I hereto, which Annex I is hereby expressly made a part hereof.
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(b) Upon original issuance by the Company,
and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend:
“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5
OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE
ISSUER, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE
SECURITY EVIDENCED HEREBY.”
Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not
be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any
Security.
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(a) Indemnification of the Initial Purchasers. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its
affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which
such Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted pursuant to paragraph (d) of this Section 8), insofar as such loss, claim, damage, liability or expense (or actions in
respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any
Company Additional Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or (ii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Initial Purchaser and each such affiliate, director,
officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer,
employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with
respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Communication or
the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.
(b) Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each of their respective directors and
each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor or any such
director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of such Initial Purchaser or as otherwise permitted pursuant to paragraph (d) of this Section 8), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below)
arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Communication or the Final Offering Memorandum (or
any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Communication or the
Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative expressly for use therein; and to
reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director
or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information
that the Initial Purchasers through the Representative has furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Communication or the Final Offering Memorandum (or any
amendment or supplement thereto) are the statements set forth in the third paragraph and the ninth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity
agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.
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(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; provided that the
failure to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 8 except to the extent that it has been materially prejudiced by such failure and shall not relieve
the indemnifying party from any liability that the indemnifying party may have to an indemnified party other than under this Section 8. In case any such action is brought against any indemnified party and such indemnified party seeks or intends
to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that an actual conflict exists between the positions of the indemnifying party and the indemnified party in conducting the
defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified
party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to
the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel (in each jurisdiction)), which shall be selected by
the Representative (in the case of counsel representing the Initial Purchasers or their related persons), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the
indemnifying party.
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(d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party
shall have received notice of the terms such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have (x) reimbursed the indemnified party in accordance with such request or (y)
disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, not to be unreasonably withheld,
effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and
(ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
SECTION 9. Contribution. If the indemnification provided for in Section 8 hereof is for any reason held to
be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or
payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the
statements or omissions herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand, and
the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant
to this Agreement (before deducting expenses) received by the Company, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the Guarantors,
on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company and the Guarantors, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission or inaccuracy.
The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 8 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 hereof with
respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given
under Section 8 hereof for purposes of indemnification.
The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were
determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.
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Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the discount received by
such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For
purposes of this Section 9, each director, officer, employee and affiliate of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as such Initial Purchaser, and each director of the Company or any Guarantor, and each person, if any, who controls the Company or any Guarantor with the meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as the Company and the Guarantors.
SECTION 10. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by
the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission, trading of any securities issued or guaranteed by the Company
shall have been suspended on any exchange or in any over-the-counter market or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been
generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iii) there shall have occurred any
outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in
United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities
in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company
shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless
of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall
be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof
shall at all times be effective and shall survive such termination.
SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements,
representations, warranties and other statements of the Company, the Guarantors, their respective officers and the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Initial Purchaser, the Company, any Guarantor or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold
hereunder and any termination of this Agreement.
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SECTION 12. Notices. All communications hereunder shall be in writing and
shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows:
If to the Initial Purchasers:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 100179
Facsimile: (212) 622-8358
Attention: Leverage Finance Syndicate Desk
with a copy to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Facsimile: (212) 701-5111
Attention: Michael Kaplan, Esq.
If to the Company or the Guarantors:
Century Communities, Inc.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
Facsimile: (303) 770-8320
Attention: J. Scott Dixon
with a copy to:
Greenberg Traurig, LLP
1840 Century Park East, Suite 1900
Los Angeles, California 90067
Facsimile: (310) 586-7800
| Attention: |
Mark Kelson, Esq.
William Wong, Esq.
|
Any party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others.
SECTION 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto,
and to the benefit of the indemnified parties referred to in Sections 8 and 9 hereof, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any
Subsequent Purchaser or other purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase.
SECTION 14. Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by
the Representative on behalf of the Initial Purchasers, and any such action taken by the Representative shall be binding upon the Initial Purchasers.
SECTION 15. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or
provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it
valid and enforceable.
25
SECTION 16. Governing Law Provisions. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY AND DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. Any legal suit, action or proceeding arising out of or
based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in
the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and
each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is
non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any
Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any
Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.
SECTION 17. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
SECTION 18. Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on
the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such
date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of
all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or
Initial Purchasers agreed but failed or refused to purchase on the Closing Date. If any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default
occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such
default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination. In any such case either the
Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the
Final Offering Memorandum or any other documents or arrangements may be effected.
As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial
Purchaser under this Section 18. Any action taken under this Section 18 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.
26
SECTION 19. No Advisory or Fiduciary Responsibility. Each of the Company and
the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an
arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Initial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and
accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Initial Purchaser is and has been acting
solely as a principal and is not the agent or fiduciary of the Company and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Initial Purchaser has assumed or will assume an advisory
or fiduciary responsibility in favor of the Company and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising
the Company and the Guarantors on other matters) or any other obligation to the Company and the Guarantors except the obligations expressly set forth in this Agreement; (iv) the several Initial Purchasers and their respective affiliates may be
engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors, and the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or
advisory relationship; and (v) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company and the Guarantors have consulted their own legal,
accounting, regulatory and tax advisors to the extent they deemed appropriate.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial
Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several
Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.
SECTION 20. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and
negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “.pdf” or “.tif”) shall be effective as delivery of a manually executed counterpart
thereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The
section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
SECTION 21. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain,
verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to
properly identify their respective clients.
SECTION 22. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Initial Purchaser that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution
Regime (as defined below), the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
27
(b) In the event that any Initial Purchaser
that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised
against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of
the United States.
For purposes of this Section 22:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and
shall be interpreted in accordance with, 12 U.S.C. § 1841(k);
“Covered Entity” means any of the following:
| (i) |
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
|
| (ii) |
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
|
| (iii) |
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);
|
“Default Right” has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance
Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature page follows]
28
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies
hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
| Very truly yours, | |||
|
Century Communities, Inc.
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|||
|
Augusta Pointe, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Avalon at Inverness, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
AVR A, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
AVR B, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
AVR C, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Beacon Pointe, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Benchmark Communities, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
Blackstone Homes, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
BMC East Garrison, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMC EG Bluffs, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMC EG Bungalow, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMC EG Garden, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMC EG Grove, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMC EG Towns, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMC EG Village, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMC Realty Advisors, Inc
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMCH California, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMCH Tennessee, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
BMCH Washington, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
Bradburn Village Homes, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Casa Acquisition Corp.
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
CCC Holdings, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
CCG Constructors LLC
|
||
|
By:
|
Century Communities of Georgia, LLC,
|
|
|
its Manager and Sole Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
CCG Realty Group LLC
|
||
|
By:
|
Century Communities of Georgia, LLC,
|
|
|
its Manager and Sole Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
CCH Homes, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
CCNC Realty Group, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
CCSC Realty Group, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Centennial Holding Company LLC
|
||
|
By:
|
Century Communities, Inc.,
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Anthology, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Ash Meadows, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Autumn Valley Ranch, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Beacon Pointe, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Belleview Place, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Caley, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Candelas, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Carousel Farms, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Castle Pines Town Center, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
Title: Chief Financial Officer
|
|
Century at Claremont Ranch, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Colliers Hill, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Compark Village North, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Compark Village South, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Coyote Creek, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Forest Meadows, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Harvest Meadows, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Landmark, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Littleton Village, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Littleton Village II, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at LOR, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Lowry, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Marvella, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Mayfield, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Meadowbrook, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Midtown, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Millennium, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Murphy Creek, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Oak Street, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Observatory Heights, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Outlook, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Pearson Grove, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Salisbury Heights, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Name: J. Scott Dixon
|
|
Century at Shalom Park, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Southshore, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Spring Valley Ranch, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Tanglewood, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at Terrain, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at The Grove, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at the Heights, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|
Century at The Meadows, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century at Vista Ridge, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century at Wildgrass, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century at Wolf Ranch, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century at Wyndham Hill, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|||
|
Century Building Supply, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century City, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities Construction, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities Construction of Arizona, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities Investments LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities Merchandising Group, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Arizona, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of California, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Florida, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Florida Realty Group, LLC
|
||
|
By:
|
Century Communities of Florida, LLC,
|
|
|
its Manager
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Georgia, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Idaho, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Nevada, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Sole Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Nevada Realty, LLC
|
||
|
By:
|
Century Communities of Nevada, LLC,
|
|
|
its Sole Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Sole Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
|||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of North Carolina, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of South Carolina, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Tennessee, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Utah, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities of Washington, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities Realty of Utah, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Communities Southeast, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Couplet, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Land Holdings, LLC
|
||
|
By:
|
CCC Holdings, LLC,
|
|
|
its Manager
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Land Holdings II, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Land Holdings of Texas, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Sole Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Land Holdings of Utah, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Sole Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Lincoln Station, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Living, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Living at Compark, LLC
|
||
|
By:
|
Century Living, LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
Title: Chief Financial Officer |
||
|
Century Living at Verona, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Mariposa, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Townhomes at Candelas, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Century Tuscany GC, LLC
|
||
|
By:
|
Century Communities of Nevada, LLC,
|
|
|
its Sole Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Sole Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Cherry Hill Park, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Cottages at Willow Park, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Crown Hill, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Enclave at Pine Grove, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Estates at Chatfield Farms, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Hearth at Oak Meadows, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Horizon Building Services, 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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Ladera, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Lakeview Fort Collins, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Lincoln Park at Ridgegate, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Meridian Ranch, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Montecito at Ridgegate, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Park 5th Avenue Development Co., LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Sole Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Red Rocks Pointe, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Reserve at Highpointe Estates, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Reserve at The Meadows, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Saddleback Heights, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
SAH Holdings, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Stetson Ridge Homes, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
The Overlook at Tallyn’s Reach, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
The Retreat at Ridgegate, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
The Veranda, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
UCP, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|||
|
UCP Barclay III, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|||
|
UCP East Garrison, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|||
|
UCP Kerman, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|||
|
UCP Meadowood III, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|||
|
UCP Sagewood, LLC
|
|||
|
By:
|
/s/ J. Scott Dixon
|
||
|
Name: J. Scott Dixon
|
|||
|
Title: Chief Financial Officer
|
|||
|
Venue at Arista, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Verona Estates, LLC
|
||
|
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/ J. Scott Dixon
|
|||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Villas at Murphy Creek, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Waterside at Highland Park, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Westown Condominiums, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Westown Townhomes, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
Wildgrass, LLC
|
||
|
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/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Brokerage AZ LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Brokerage FL LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Brokerage IN LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Brokerage MI LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Brokerage NC LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Brokerage NV LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Brokerage OH LLC, d/b/a Wade Journey Homes
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Brokerage TX LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
|||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH LLC of Delaware
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJH Sales of AZ, LLC
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Manager and Sole Member
|
||
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJHAL LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJHAL2 LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJHAZ LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJHID LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
|
WJHKY LLC
|
||
|
By:
|
WJH LLC,
|
|
|
its Managing Member
|
||
|
By:
|
Century Communities, Inc.
|
|
|
its Managing Member
|
|
By:
|
/s/ J. Scott Dixon
|
||
|
|
Name: J. Scott Dixon
|
||
|
Title: Chief Financial Officer
|
|||
The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.
J.P. Morgan Securities LLC
Acting on behalf of itself
and as the Representative of
the several Initial Purchasers
and as the Representative of
the several Initial Purchasers
|
By:
|
J.P. Morgan Securities LLC
|
|
|
By:
|
/s/ Anna Guggenheimer |
|
| Anna Guggenheimer Executive Director |
||
Exhibit 99.1
Century Communities Announces Pricing of Private Offering of $500 Million of Senior Notes due 2033
GREENWOOD VILLAGE, Colorado (September 3, 2025) – Century Communities, Inc. (NYSE: CCS), one of the nation’s largest
homebuilders, today announced the pricing of its private offering (the “Offering”) of $500 million aggregate principal amount of 6.625% Senior Notes due 2033 (the “Notes”). The Notes will bear interest
at 6.625% and will 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 Notes will be sold to investors at a price of 100%
of the principal amount thereof.
The Offering is expected to close on September 17, 2025, subject to customary closing conditions.
The Company expects the aggregate net proceeds of the Offering to be approximately $494 million after payment by the Company of the initial purchasers’ discounts and other estimated fees and expenses. The Company intends to use the net proceeds
from the Offering, plus cash on hand, to finance the aggregate redemption price to be paid in connection with the Company’s previously announced redemption (the ‘‘Redemption’’) of all $500.0 million aggregate
principal amount of its 6.750% Senior Notes due 2027 outstanding (the “2027 Senior Notes”).
The offer and sale of the Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (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. The Notes will be sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under 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.
About Century Communities
Century Communities, Inc. (NYSE: CCS) is one of the nation's largest homebuilders and a recognized industry leader in online home sales. Newsweek has named the
Company one of America's Most Trustworthy Companies for three consecutive years, and one of the World's Most Trustworthy Companies (2025). Century Communities has also been designated as one of U.S. News &
World Report's Best Companies to Work For (2025–2026). Through its Century Communities and Century Complete brands, Century's mission is to build attractive, high-quality homes at affordable prices to provide its valued customers with A
HOME FOR EVERY DREAM®. 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 Company operates in 16 states and over 45 markets across the United States, and also offers mortgage, title, insurance brokerage, and escrow
services in select markets through its Inspire Home Loans, Parkway Title, IHL Home Insurance Agency, and IHL Escrow subsidiaries.
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 2027 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, including increased interest rates
and inflation, the potential impact of tariffs and increased costs, availability and cost 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 the Company undertakes 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:
Tyler Langton, Senior Vice President of Investor Relations
(303) 268-8345