As filed with the U.S. Securities and Exchange Commission on July 1, 2021
Registration No. 333-
Delaware | | | 68-0521411 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | | Emerging growth company | | | ☐ |
Title of each class of securities to be registered(1) | | | Amount to be registered(2)(3) | | | Proposed maximum offering price per security(2)(3) | | | Proposed maximum aggregate offering price(2)(3) | | | Amount of registration fee(4) |
Common Stock, par value $0.01 per share | | | | | | | | | ||||
Preferred Stock, par value $0.01 per share | | | | | | | | | ||||
Warrants | | | | | | | | | ||||
Units | | | | | | | | |
(1) | Securities registered hereunder may be sold separately, together, or as units with other securities registered hereunder. |
(2) | Pursuant to Form S-3 General Instruction II.E, information is not required to be included. |
(3) | An indeterminate aggregate initial offering price or number of the securities of each identified class of securities of Century Communities, Inc. is being registered for possible issuance from time to time at currently indeterminate prices, and as may be issuable upon conversion, redemption, repurchase, exchange or exercise of, or, in accordance with Rule 416 under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), pursuant to any applicable anti-dilution provisions with respect to, any securities registered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion, exchange or exercise of other securities. |
(4) | In accordance with Rule 415(a)(6) under the Securities Act, this registration statement carries over $771,481,594 of unsold securities previously registered under the registrant’s automatic shelf registration statement on Form S-3 (Registration No. 333-226054), filed with the U.S. Securities and Exchange Commission on July 2, 2018 (which we refer to as the “Prior Registration Statement”), and the registrant hereby offsets any registration fee that may be due under this registration statement by the amount of the registration fee (which we refer to as the “Previously Paid Registration Fee”) associated with the $771,481,594 of unsold securities previously registered under the Prior Registration Statement. Except with respect to the Previously Paid Registration Fee, which is being carried over to this registration statement, the registrant is deferring payment of the registration fee required in connection with this registration statement, and will pay any additional registration fees subsequently in advance or on a “pay-as-you-go” basis, in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. |

• | shares of our common stock; |
• | shares of our preferred stock, which may be issued in one or more series; |
• | warrants to purchase our common stock or preferred stock; |
• | units consisting of any combination of the other types of securities offered under this prospectus; or |
• | any combination of the foregoing. |
• | the impact of the COVID-19 pandemic on our business operations, operating results and financial condition, as well as the general economy and housing market in particular; |
• | economic changes, either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and inflation; |
• | shortages of or increased prices for labor, land or raw materials, including lumber, used in housing construction; |
• | a downturn in the homebuilding industry, including a reduction in demand or a decline in real estate values or market conditions resulting in an adverse impact on our business, operating results and financial conditions, including an impairment of our assets; |
• | changes in assumptions used to make industry forecasts, population growth rates, or trends affecting housing demand or prices; |
• | continued volatility and uncertainty in the credit markets and broader financial markets; |
• | our future operating results and financial condition; |
• | our business operations; |
• | changes in our business and investment strategy; |
• | availability and price of land to acquire, and our ability to acquire such land on favorable terms or at all; |
• | availability, terms and deployment of capital; |
• | availability or cost of mortgage financing or an increase in the number of foreclosures in the market; |
• | delays in land development or home construction resulting from adverse weather conditions or other events outside our control; |
• | impact of construction defect, product liability, and/or home warranty claims, including the adequacy of accruals and the applicability and sufficiency of our insurance coverage; |
• | changes in, or the failure or inability to comply with, governmental laws and regulations; |
• | the timing of receipt of regulatory approvals and the opening of projects; |
• | the impact and cost of compliance with evolving environmental, health and safety and other laws and regulations and third-party challenges to required permits and other approvals and potential legal liability in connection therewith; |
• | the degree and nature of our competition; |
• | our leverage, debt service obligations and exposure to changes in interest rates; |
• | our ability to continue to fund and succeed in our mortgage lending business and the additional risks involved in that business; |
• | availability of qualified personnel and contractors and our ability to retain key personnel and contractor relationships; |
• | taxation and tax policy changes, tax rate changes, new tax laws, new or revised tax law interpretations or guidance; and |
• | changes in United States generally accepted accounting principles. |
• | 100,000,000 shares of common stock, par value $0.01 per share; and |
• | 50,000,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series. |
• | the designation of the series, which may be by distinguishing number, letter or title; |
• | the number of shares of the series, which number our board of directors may thereafter (except where otherwise provided in the preferred stock designation) increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares thereof then outstanding); |
• | whether dividends, if any, shall be paid, and, if paid, the date or dates upon which, or other times at which, such dividends shall be payable, whether such dividends shall be cumulative or noncumulative, the rate of such dividends (which may be variable) and the relative preference in payment of dividends of such series; |
• | the redemption provisions and price or prices, if any, for shares of the series; |
• | the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, or dissolution of our Company; and |
• | whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series of our Company, and, if so, the specification of such other class or series, the conversion price or prices, or rate or rates, any adjustments thereto, the date or dates on which such shares shall be convertible and all other terms and conditions upon which such conversion may be made. |
• | Our board of directors, without further action by our stockholders, is authorized to issue up to 50 million shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting such series, the powers, rights and preferences of the shares of such series, and the qualifications, limitations and restrictions of such series; |
• | Stockholder action must be taken at an annual or special meeting of our stockholders, and stockholders may not act by written consent in lieu of such a meeting; |
• | Special meetings of our stockholders may be called only by our board of directors, the chairman of our board of directors, our chief executive officer, or our president; |
• | Our bylaws may be amended by our board of directors without stockholder approval; |
• | Directors may be removed from office only by the affirmative vote of the holders of 66 2/3% of the voting power of our capital stock entitled to vote generally in the election of directors; |
• | Vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a vote of a majority of directors then in office, even though less than a quorum; |
• | Subject to the express rights, if any, of the holders of any series of preferred stock, any amendment, alteration, repeal of, or the adoption of any new or additional provision, inconsistent with our charter provisions relating to the removal of directors, exculpation of directors, indemnification, the prohibition against stockholder action by written consent, requires the affirmative vote of the holders of at least 66 2/3% of the voting power of our capital stock entitled to vote generally in the election of directors; |
• | Stockholders may make, alter, amend or repeal our bylaws, or adopt new or additional provisions of our bylaws, only with the affirmative vote of 66 2/3% of the voting power of our capital stock entitled to vote generally; |
• | Stockholders may amend, alter or repeal, or adopt a new or additional provision in place of, the provision of our charter that sets forth the two above vote requirements only with the affirmative vote of the holders of at least 66 2/3% of the voting power of our capital stock entitled to vote generally in the election of directors; |
• | Stockholders must follow advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting; and |
• | the Delaware Court of Chancery, subject to jurisdictional limits, is the sole and exclusive forum for certain legal claims and actions, including any action asserting a claim of or for breach of a fiduciary duty owed by any of our directors or officers or other employees to us or our stockholders, unless we consent in writing to the selection of an alternative forum. |
• | Prior to the time the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
• | Upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans; or |
• | At or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholder by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. |
• | the number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; |
• | the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; |
• | the date, if any, on and after which the warrants and the related preferred stock or common stock will be separately transferable; |
• | the terms of any rights to redeem or call the warrants; |
• | the date on which the right to exercise the warrants will commence and the date on which the right will expire; |
• | United States federal income tax consequences applicable to the warrants; and |
• | any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants. |
• | to vote or consent to any action; |
• | receive dividends or payments, if any, with respect to the underlying common stock or preferred stock; |
• | receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or |
• | exercise any other rights as stockholders of our Company. |
• | the title of the series of units; |
• | identification and description of the separate constituent securities comprising the units; |
• | the price or prices at which the units will be issued; |
• | the date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
• | a discussion of certain United States federal income tax considerations applicable to the units; and |
• | any other terms of the units and their constituent securities. |
• | a limited-purpose trust company organized under the New York Banking Law; |
• | a “banking organization” within the meaning of the New York Banking Law; |
• | a member of the Federal Reserve System; |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
• | a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). |
• | DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be; |
• | we determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
• | an event of default has occurred and is continuing with respect to such series of securities, |
• | at a fixed price or prices, which may be changed; |
• | at market prices prevailing at the time of sale; |
• | at prices related to such prevailing market prices; or |
• | at negotiated prices. |
• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on February 5, 2021, including portions of our Definitive Proxy Statement on Schedule 14A filed on March 23, 2021 to the extent specifically incorporated by reference therein; |
• | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed on April 29, 2021; |
• | our Current Reports on Form 8-K filed on February 3, 2021, May 6, 2021, May 19, 2021 and May 25, 2021; |
• | the description of our common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on February 5, 2021, including any amendment or report filed with the SEC for the purpose of updating such description; and |
• | the description of our common stock contained in our Registration Statement on Form 8-A filed on June 12, 2014, and any amendment thereto filed with the SEC for the purpose of updating such description. |
Item 14. | Other Expenses of Issuance and Distribution. |
Description | | | Amount |
SEC registration fee | | | $ (1) |
Legal fees and expenses | | | (2) |
Accounting fees and expenses | | | (2) |
Transfer agent and registrar fees and expenses | | | (2) |
Trustee fees and expenses | | | (2) |
Printing expenses | | | (2) |
Miscellaneous | | | (2) |
Total | | | $ (2) |
(1) | In accordance with Rule 456(b) and Rule 457(r) under the Securities Act, the SEC registration fee will be paid at the time of any particular offering of securities under the registration statement and is therefore not currently determinable. |
(2) | These fees and expenses are based on the securities offered and the number of issuances, and, accordingly, cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Exhibit No. | | | Description |
1.1* | | | Form of Underwriting Agreement. |
| | | Certificate of Incorporation of Century Communities, Inc., as amended (incorporated by reference to Exhibit 3.1 to the initial filing of Century Communities, Inc.’s Registration Statement on Form S-1 (File No. 333-195678), filed with the SEC on May 5, 2014). | |
| | | Bylaws of Century Communities, Inc. (incorporated by reference to Exhibit 3.2 to the initial filing of Century Communities, Inc.’s Registration Statement on Form S-1 (File No. 333-195678), filed with the SEC on May 5, 2014). | |
| | | Amendment to the Bylaws of Century Communities, Inc., adopted and effective April 10, 2017 (incorporated by reference to Exhibit 3.1 to Century Communities, Inc.’s Current Report on Form 8-K, filed with the SEC on April 11, 2017. | |
| | | Amendment to the Bylaws of Century Communities, Inc., adopted and effective February 3, 2021 (incorporated by reference to Exhibit 3.1 to Century Communities, Inc.’s Current Report on Form 8-K, filed with the SEC on February 3, 2021. | |
| | | Specimen Common Stock Certificate of Century Communities, Inc. (incorporated by reference to Exhibit 4.1 to the initial filing of Century Communities, Inc.’s Registration Statement on Form S-1 (File No. 333-195678), filed with the SEC on May 5, 2014). | |
| | | Century Communities, Inc. Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to Century Communities, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 5, 2021). | |
4.7* | | | Form of Warrant. |
4.8* | | | Form of Warrant Agreement. |
4.9* | | | Form of Unit Agreement. |
| | | Opinion of Greenberg Traurig, LLP. | |
| | | Consent of Ernst & Young LLP. | |
| | | Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1). | |
| | | Power of Attorney (included on the signature page of this registration statement). |
* | To be filed by amendment or incorporated by reference in connection with the offering of the securities. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”); |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the U.S. Securities and Exchange Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of this registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act, shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or a prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or a prospectus that was part of this registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: |
(i) | Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and |
(iv) | Any other communication that is an offer in the offering made by the registrant to the purchaser. |
(b) | The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue. |
| | | CENTURY COMMUNITIES, INC. | ||||
| | | | | |||
| | | By: | | | /s/ Dale Francescon | |
| | | | | Dale Francescon | ||
| | | | | Chairman of the Board and Co-Chief Executive Officer | ||
| | | | | |||
| | | By: | | | /s/ Robert J. Francescon | |
| | | | | Robert J. Francescon | ||
| | | | | Co-Chief Executive Officer and President | ||
Signature | | | Title | | | Date |
| | | | | |||
/s/ Dale Francescon | | | Chairman of the Board and Co-Chief Executive Officer (Co-Principal Executive Officer) | | | July 1, 2021 |
Dale Francescon | | |||||
| | | | | |||
/s/ Robert J. Francescon | | | Co-Chief Executive Officer, President and Director (Co-Principal Executive Officer) | | | July 1, 2021 |
Robert J. Francescon | | |||||
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/s/ David L. Messenger | | | Chief Financial Officer (Principal Financial Officer) | | | July 1, 2021 |
David L. Messenger | | |||||
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/s/ J. Scott Dixon | | | Chief Accounting Officer (Principal Accounting Officer) | | | July 1, 2021 |
J. Scott Dixon | | |||||
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/s/ Patricia L. Arvielo | | | Director | | | July 1, 2021 |
Patricia L. Arvielo | | |||||
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/s/ John P. Box | | | Director | | | July 1, 2021 |
John P. Box | | |||||
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