SAN JOSE, Calif.--(BUSINESS WIRE)--Oct. 14, 2016--
UCP, Inc. (NYSE:UCP) announced today that its primary operating
subsidiary, UCP, LLC, and UCP Finance Corp., a wholly-owned finance
subsidiary (together with UCP, LLC, the “Issuers”), intend to commence a
private offering of $200.0 million aggregate principal amount of their
Senior Notes due 2021 (the “Notes”). The Notes will be fully and
unconditionally guaranteed on a senior unsecured basis by certain of
UCP, LLC’s existing and future subsidiaries.
The Issuers intend to use the net proceeds from this offering to
repurchase or repay substantially all of the outstanding debt of UCP,
Inc. and its subsidiaries, including UCP, Inc.’s 8.5% senior notes due
2017, and for general corporate purposes, including the acquisition and
development of land and home construction.
The Notes and the related guarantees will be offered in the United
States only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and outside the United States only to
certain non-U.S. persons pursuant to Regulation S under the Securities
Act. The Notes and the related guarantees have not been and will not be
registered under the Securities Act or any state securities laws and,
unless so registered, may not be offered or sold in the United States
except pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws.
This press release is being issued pursuant to Rule 135c under the
Securities Act and shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be any
offer, solicitation or sale of securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. Any offer of the Notes will be made only by means
of a private offering memorandum.
About UCP, Inc.
UCP, Inc. is a homebuilder and land developer with expertise in
residential land acquisition, entitlement, and development, as well as
home design, construction and sales. UCP, Inc. operates in the States of
California, Washington, North Carolina, South Carolina and Tennessee.
UCP, Inc. designs and builds single-family homes for a variety of
lifestyles and budgets through its wholly-owned subsidiary, Benchmark
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other federal securities laws. These forward-looking statements can be
identified by the use of words such as “may,” “might,” “will,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” “project,” “goal,” “intend,” “continue” or other similar
expressions. These forward-looking statements are subject to known and
unknown risks and uncertainties that can cause actual results to differ
materially from those currently anticipated due to a number of factors,
including, but not limited to, those described in the “Risk Factors”
section of UCP, Inc.’s most recent Annual Report on Form 10-K, as may be
updated from time to time in UCP, Inc.’s periodic filings with the
Securities and Exchange Commission (the “SEC”), all of which are
available free of charge on the SEC’s website at www.sec.gov.
Any forward-looking statement made by UCP, Inc. herein, or elsewhere,
speaks only as of the date on which it was made. New risks and
uncertainties come up from time to time, and it is impossible for UCP,
Inc. to predict these events or how they may affect it. UCP, Inc.
expressly disclaims any responsibility to update or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161014005328/en/
Source: UCP, Inc.
408-207-9499 Ext. 476