UCP, Inc. (NYSE:UCP) together with the Company’s largest
shareholder, PICO Holdings, Inc. (NASDAQ: PICO), today announce an
agreement to nominate Keith M. Locker to the board of directors. In
connection with the addition of Mr. Locker the number of directors
on the UCP Board will increase from six to seven members, effective
as of immediately prior to the 2017 Annual Meeting of Stockholders
of UCP.
Mr. Locker has more than 30 years and $60 billion of major
national market experience in real estate finance, private
placements, debt and equity capital markets, governance,
transaction structuring and risk management. Since May 2003, Mr.
Locker has served as CEO and President of Inlet Capital Management,
LLC, or Inlet, an investment and asset management firm focused on
the commercial real estate industry. Mr. Locker has over 15 years
of experience serving on public company boards, including Sunstone
Hotel Investors (NYSE: SHO), New York REIT (NYSE: NYRT), The Mills
Corporation and Glenborough Realty Trust. Mr. Locker was previously
a Managing Director in the Real Estate Investment Banking Divisions
at Deutsche Bank Securities, Inc. and Bear, Stearns & Co. Inc.
Mr. Locker earned a B.S./B.A. degree from Boston University School
of Management in 1983 and an M.B.A. degree from the Wharton School
of the University of Pennsylvania in 1988.
Additionally UCP and PICO have agreed to jointly propose
amendments to UCP’s charter and bylaws. Under the terms of the
agreement, UCP shall include in its Definitive Proxy Statement for
the 2017 Annual Meeting the following proposals, among others,
to:
- seek stockholder approval to amend the
UCP Charter for the purpose of declassifying the UCP Board,
- seek stockholder approval to amend the
UCP Bylaws for the purpose of providing that a special meeting of
stockholders of UCP can be called upon proper written request or
requests given by or on behalf of one or more persons who
beneficially own at least twenty five percent of the voting power
of all outstanding shares of UCP’s Common Stock,
- seek stockholder approval to amend the
UCP Charter to permit stockholders to act by written consent,
and
- provide for the removal of a member of
the UCP Board with or without cause by stockholders.
PICO has agreed to vote for three independent directors at all
times in connection with the declassification of the UCP board. All
of the governance proposals set forth will be subject to a vote and
require approval by a majority of the entire voting power of the
minority shareholders of UCP. Finally, PICO has withdrawn its
advance notice nomination proposals.
Additional proposals and details are provided in the form 8-K
filed with the Securities and Exchange Commission on March 30,
2017.
About UCP, Inc.
UCP is a homebuilder and land developer with expertise in
residential land acquisition, development and entitlement, as well
as home design, construction and sales. UCP operates in the States
of California, Washington, North Carolina, South Carolina and
Tennessee. UCP designs and builds single-family homes for a variety
of lifestyles and budgets through its wholly-owned subsidiary,
Benchmark Communities, LLC.
About PICO Holdings, Inc.
PICO Holdings is a diversified holding company. Currently, we
believe the highest potential return to shareholders is from a
return of capital to shareholders. As we monetize assets, rather
than reinvest the proceeds, we intend to return the capital derived
therefrom, less any working capital requirements, back to
shareholders through a stock repurchase program or by other means
such as special dividends taking into effect liquidity
requirements, debt covenants and any other contractual and legal
restrictions that may exist at the time.
Forward-Looking Statements
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.
Important Additional Information and Where to Find it
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from stockholders in connection with the 2017 Annual
Meeting. The Company plans to file a proxy statement with the SEC
in connection with the solicitation of proxies for the 2017 Annual
Meeting (the “2017 Proxy Statement”). STOCKHOLDERS ARE URGED TO
READ THE 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Additional information regarding the identity of these
potential participants and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the 2017 Proxy
Statement and other materials to be filed with the SEC in
connection with the 2017 Annual Meeting. Information relating to
the foregoing can also be found in the Company’s definitive proxy
statement for its 2016 Annual Meeting of Stockholders (the “2016
Proxy Statement”), filed with the SEC on April 7, 2016. To the
extent holdings of the Company’s securities by such potential
participants have changed since the amounts printed in the 2016
Proxy Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Forms 3 and 4 filed with the
SEC.
Stockholders will be able to obtain the 2017 Proxy Statement,
any amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SEC’s website at www.sec.gov. Copies will also be available at no
charge at the Investor Relations section of the Company’s website
(http://www.unioncommunityllc.com).
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version on businesswire.com: http://www.businesswire.com/news/home/20170330005276/en/
Investor
Relations:Investorrelations@unioncommunityllc.com408-207-9499
Ext. 476orMedia Relations:Matthew
Chudobamatthew.chudoba@icrinc.com
UCP, Inc. (NYSE:UCP)
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