UCP Ucp Class A

SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to read this entire proxy statement/prospectus and the other documents referred to or incorporated by reference into this proxy statement/prospectus in order to fully understand the Merger, the Merger Agreement and other matters to be considered at the UCP special meeting. See “Where You Can Find More Information” beginning on page 152 of this proxy statement/prospectus. Each item in this summary refers to the beginning page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (See page 48 )

Century Communities, Inc.

Century Communities is engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in metropolitan areas in Colorado, Austin and San Antonio, Texas (which we refer to as “Central Texas”), Houston, Texas, Las Vegas, Nevada, Atlanta, Georgia, Salt Lake City, Utah, and Charlotte, North Carolina. In many of its projects, in addition to building homes, Century Communities is responsible for the entitlement and development of the underlying land. Century Communities’ homebuilding operations are organized into the following seven operating segments based on the geographic markets in which it operates: Atlanta, Central Texas, Charlotte, Colorado, Houston, Nevada, and Utah. Additionally, Century Communities’ wholly owned subsidiaries, Inspire Home Loans Inc. and Parkway Financial Group LLC, which provide mortgage and title services to its home buyers, respectively, have been identified as its Financial Services operating segment.

Century Communities builds and sells an extensive range of home types across a variety of price points. Its emphasis is on acquiring well located land positions and offering quality homes with innovative design elements. The core of its business plan is to acquire and develop land strategically, based on its understanding of population growth patterns, entitlement restrictions and infrastructure development. Century Communities focuses on locations within its markets with convenient access to metropolitan areas that are generally characterized by diverse economic and employment bases and demographics and increasing populations. Century Communities believes these conditions create strong demand for new housing, and these locations represent what it believes to be attractive opportunities for long-term growth. Century Communities also seeks assets that have desirable characteristics, such as good access to major job centers, schools, shopping, recreation and transportation facilities, and it strives to offer a broad spectrum of product types in these locations. Product development and customer service are key components of the lifestyle connection Century Communities seeks to establish with each individual homebuyer. Century Communities’ construction expertise across an extensive product offering allows it flexibility to pursue a wide array of land acquisition opportunities and appeal to a broad range of potential homebuyers, from entry-level to first- and second-time move-up buyers and lifestyle homebuyers. Additionally, Century Communities believes its diversified product strategy enables it to adapt quickly to changing market conditions and to optimize returns while strategically reducing portfolio risk.

During the year ended December 31, 2016, Century Communities delivered 2,825 homes, with an average sales price of $346.5 thousand. During the same period, it generated approximately $978.7 million in home sales revenue, approximately $73.1 million in income before tax expense, and approximately $49.5 million in net income. For the year ended December 31, 2016, Century Communities’ net new home contracts totaled 2,860 homes, a 21.4% increase over the same period in 2015. On December 31, 2016, Century Communities had a backlog of 749 sold but unclosed homes, consisting of approximately $302.8 million in sales value, a 11.7% increase over the same period in 2015. Its results of operations are significantly impacted by its acquisitions of Peachtree Communities Group, Inc. and its affiliates and subsidiaries in November 2014, Grand View Builders in August 2014, and Las Vegas Land Holdings, LLC in April 2014. Subsequent to the acquisition, these operations became Century Communities’ Atlanta, Houston and Nevada operating segments, respectively.

During 2016, Century Communities also invested for future growth through (i) its entrance into the Utah and North Carolina markets, (ii) commencing its wholly owned financing operations, Parkway Financial Group, and (iii) acquiring a 50% ownership in Wade Jurney Homes. Century Communities also continued to expand its future pipeline of land positions as it increased its total lots owned and under control from 13,160 as of December 31, 2015 to 18,296 as of December 31, 2016.

Century Communities’ principal executive offices are located at 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111. Its main telephone number is (303) 770-8300.

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, constructs and sells high quality single-family homes through Benchmark Communities, LLC (which we refer to as “Benchmark Communities”), its wholly owned homebuilding subsidiary. Prior to completion of its initial public offering of UCP Class A Common Stock (its “IPO”) on July 23, 2013, UCP operated as a wholly owned subsidiary of PICO Holdings, Inc., a NASDAQ-listed, diversified holding company. Subsequent to UCP’s IPO, PICO holds a majority of the voting power of UCP, Inc. and of the economic interests of UCP, LLC, the subsidiary through which UCP operates its business under the name UCP.

UCP has segmented its operating activities into two geographical regions and currently has homebuilding reportable segments and land development reportable segments in the West and Southeast.

In California, UCP primarily operates in the Central Valley area (Fresno and Madera counties), the Monterey Bay area (Monterey County), the South San Francisco Bay area (Santa Clara and San Benito counties) and in Southern California (Los Angeles, Ventura and Kern counties). In Washington State, it operates in the Puget Sound area (King, Snohomish, Thurston and Kitsap counties). In North Carolina, it operates in the Charlotte and Raleigh areas (Mecklenburg, Iredell, Union, Chatham counties). In South Carolina, UCP operates in the Myrtle Beach area (Horry County). In Tennessee, it operates in the Nashville area (Davidson, Rutherford, Wilson and Sumner counties).

UCP believes that these markets have attractive residential real estate investment characteristics, such as favorable long-term population demographics, consumer demand for single-family housing that often exceeds available supply, large and growing employment bases, and the ability to generate above-average investment returns. It continues to experience significant homebuilding and land development opportunities in its current markets and is evaluating potential expansion opportunities in other markets that it believes have attractive long-term investment characteristics.

UCP actively sources, evaluates and acquires land for residential real estate development and homebuilding. For each of its real estate assets, it periodically analyzes ways to maximize value by either (i) building single-family homes and marketing them for sale under its Benchmark Communities brand or (ii) completing entitlement work and horizontal infrastructure development and selling lots to third-party homebuilders. It performs this analysis using a disciplined analytical process, which UCP believes is a differentiating component of its business strategy.

UCP builds homes through its wholly owned homebuilding subsidiary, Benchmark Communities, LLC. Benchmark Communities operates under the principle that “Everything Matters!” This principle underlies all phases of UCP’s new home sale and construction process including planning, design, construction, marketing, sales and the customer experience. UCP is diversified by product offering, which it believes reduces its exposure to any particular market or customer segment. UCP decides to target specific and identifiable buyer segments by

project and geographic market, in part dictated by each particular asset, its location, topography and competitive market positioning, and the amenities of the surrounding area and the community in which it is located.

UCP believes that its sizable inventory of well-located land provides it with a significant opportunity to develop communities and design, construct and sell homes under its Benchmark Communities brand. UCP expects that homebuilding and home sales will constitute its primary means of generating revenue growth for the foreseeable future.

UCP’s principal executive offices are located at 99 Almaden Boulevard, Suite 400, San Jose, California 95113. Its telephone number is (408) 207-9499.

Merger Sub

Casa Acquisition Corp. (which we refer to as “Merger Sub”), a wholly-owned subsidiary of Century Communities, is a Delaware corporation that was formed on April 7, 2017 for the sole purpose of effecting the Merger. In the Merger, UCP will be merged with and into Merger Sub, with Merger Sub surviving the Merger. As a result of the Merger, Merger Sub, together with the legacy business and subsidiaries of UCP, will become direct and indirect wholly-owned subsidiaries of Century Communities.

Merger Sub’s principal executive offices and its telephone number are the same as those of Century Communities.

UCP Special Meeting (See page 51)

General

The UCP special meeting will be held on August 1, 2017, at 11:00 a.m., local time, at the Fairmont San Jose Hotel, 170 Market Street, San Jose, California 95113. At the UCP special meeting, UCP stockholders will vote on:

The adoption of the Merger Agreement by UCP stockholders is a condition to the obligations of Century Communities and of UCP to complete the Merger.

Record Date

The UCP Board has fixed the close of business on June 9, 2017 as the Record Date for determination of the UCP stockholders entitled to vote at the UCP special meeting or any adjournment or postponement thereof. Only UCP stockholders of record on the Record Date are entitled to receive notice of, and to vote at, the UCP special meeting or any adjournment or postponement thereof.

UCP has two classes of voting stock issued and outstanding, the UCP Class A Common Stock and the UCP Class B Common Stock, which generally vote together as a single class on all matters presented to UCP stockholders for their vote or approval. As of the Record Date, there were 7,966,314 shares of UCP Class A Common Stock outstanding and entitled to vote at the UCP special meeting, held by approximately three holders of record, and there were 100 shares of UCP Class B Common Stock outstanding and entitled to vote at the UCP special meeting, held by one holder of record (PICO). With respect to each matter to be acted upon at the UCP special meeting, each holder of UCP Class A Common Stock is entitled to one vote for each outstanding share of UCP Class A Common Stock held by such holder, and each holder of UCP Class B Common Stock is entitled to,

without regard to the number of outstanding shares of UCP Class B Common Stock held by such holder, a number of votes equal to the number of Series A Units of UCP, LLC held by such holder, multiplied by the Exchange Rate. As of the Record Date, the sole holder of record of all outstanding shares of UCP Class B Common Stock is PICO, and PICO holds 10,593,000 Series A Units of UCP, LLC, which are exchangeable for 10,401,722 shares of UCP Class A Common Stock.

Quorum

A quorum of outstanding shares is necessary to take action at the UCP special meeting. The presence in person or by proxy of the holders of UCP Common Stock having a majority of the votes which could be cast by the holders of all outstanding classes of stock entitled to vote at the UCP special meeting will constitute a quorum at the UCP special meeting. Abstentions and broker non-votes will be counted as present in determining the existence of a quorum. However shares held by a beneficial owner in “street name” who does not give the nominee or other intermediary that holds such shares instructions on how to vote such shares on any proposal to be voted on at the UCP special meeting will not be deemed to be in attendance at the meeting or counted for purposes of determining whether a quorum has been achieved.

Two members of the UCP Board, Eric H. Speron and Maxim C.W. Webb, are members of the board of directors of PICO (and Mr. Webb is also the President and Chief Executive Officer of PICO), and may be deemed to share voting power and investment control over the shares of UCP Class B Common Stock owned by PICO. Messrs. Speron and Webb disclaim beneficial ownership of the shares of UCP Class B Common Stock owned by PICO except to the extent of any pecuniary interest therein. The 100 shares of UCP Class B Common Stock owned by PICO are entitled to approximately 57% of the voting power of the outstanding shares of UCP Common Stock entitled to vote at the UCP special meeting.

It is expected that UCP’s directors and executive officers and PICO will vote their respective shares FOR the adoption of the Merger Agreement and FOR the approval of the adjournment proposal. For more information regarding PICO’s obligations to vote its shares of UCP capital stock pursuant to the Voting Agreement, see “ The Voting Agreement ” beginning on page 120 of this proxy statement/prospectus.

The Merger Agreement and the Merger

In the Merger, UCP will be merged with and into Merger Sub, with Merger Sub being the surviving corporation in the Merger. As a result of the Merger, Merger Sub, together with the legacy business and subsidiaries of UCP, will become direct and indirect wholly-owned subsidiaries of Century Communities.

The Merger will not be completed without the adoption of the Merger Agreement by UCP stockholders.

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the legal document that governs the Merger. For more information on the Merger and the Merger Agreement, see “ Proposal I: Adoption of The Merger Agreement ” and “ The Merger Agreement ” beginning on pages 57 and 103, respectively, of this proxy statement/prospectus.

As of the date of this proxy statement/prospectus, it is not possible to accurately estimate the closing date for the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Century Communities’ and UCP’s obligations to complete the Merger, some of which are not within the control of such parties; however, Century Communities and UCP currently expect the Merger to close during the third quarter of 2017. No assurance can be given as to when, or if, the Merger will be completed.

The Voting Agreement (See page 120 )

On April 10, 2017, Century Communities, Merger Sub, PICO, for the limited purposes set forth therein, UCP, and for the limited purposes set forth therein, UCP, LLC, entered into a Voting Support and Transfer Restriction Agreement (which we refer to as the “Voting Agreement”).

Pursuant to the Voting Agreement, PICO has agreed (i) to appear and be present at all meetings of UCP stockholders and otherwise cause all shares of UCP held by PICO to be counted for purposes of determining a quorum, and (ii) to (A) affirmatively vote and cause to be voted all of its shares of UCP Common Stock (or, following certain changes in the recommendation of the UCP Board, a number of shares of UCP Common Stock equal to 28% of the aggregate voting power of all outstanding shares of UCP Common Stock) in favor of the adoption of the Merger Agreement by UCP stockholders and approval of the Merger and the other transactions contemplated by the Merger Agreement; and (B) vote and cause to be voted all shares of UCP Common Stock held by PICO against the adoption or approval of (1) any Company Takeover Proposal (as defined in the Merger Agreement) and the transactions contemplated thereby, (2) any action or agreement that PICO knows, or would reasonably be expected to know, would result in (x) a breach or violation of, or non-compliance with, any

representation, warranty, covenant, agreement, or other obligation of UCP or any subsidiary or affiliate of UCP set forth in the Merger Agreement, or (y) the failure of any of the conditions to the obligations of Century Communities or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement set forth in Sections 7.01 and 7.02 of the Merger Agreement, (3) any change in the size, term in office, or composition of the board of directors of UCP, and (4) any agreement, any amendment or restatement of the UCP Charter or the UCP Bylaws, or any other action (or failure to act) that is intended or would reasonably be expected to prevent, interfere with, or materially impair or delay, the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement in accordance with their terms.

The Voting Agreement terminates automatically on the first to occur of (i) the termination of the Merger Agreement in accordance with its terms, and (ii) the effective time of the Merger.

See “ The Voting Agreement ” beginning on page 120 of this proxy statement/prospectus.

Merger Consideration (See page 104 )

At the effective time of the Merger, each share of UCP Class A Common Stock (other than dissenters’ shares or treasury shares held by UCP and any shares of UCP Class A Common Stock owned by any UCP subsidiary, Century Communities or Century Communities subsidiary) will be converted into the right to receive and become exchangeable for the Merger Consideration, consisting of (i) $5.32 in cash, without any interest thereon, and (ii) 0.2309 of a duly authorized, fully paid and non-assessable share of Century Communities Common Stock. No fractional shares will be issued in the Merger, and UCP stockholders will receive cash in lieu of any fractional shares.

Based on the closing sale price of a share of Century Communities Common Stock on NYSE on April 10, 2017, the last trading day before the public announcement of the Merger Agreement, the Merger Consideration represented approximately $11.35 in value per share of UCP Class A Common Stock. Based on the closing sale price of a share of Century Communities Common Stock on NYSE on June 28, 2017, the most recent practicable trading day prior to the date of this proxy statement/prospectus, the Merger Consideration represented approximately $11.02 in value for each share of UCP Class A Common Stock.

Because Century Communities will, in addition to the payment of $5.32 of cash consideration, issue a fixed number of shares (0.2309) of Century Communities Common Stock in exchange for each share of UCP Class A Common Stock and because there will be no adjustment made to such fixed number of shares, the aggregate value of the Merger Consideration will depend on the then-current NYSE market price of shares of Century Communities Common Stock at the effective time of the Merger. As a result, the value of the Merger Consideration could be greater than, less than, or the same as, the value of the Merger Consideration on the date of this proxy statement/prospectus or at the time of the UCP special meeting.

At the effective time of the Merger, each share of UCP Class B Common Stock outstanding will be canceled for no consideration. Although PICO currently holds and will be entitled to vote at the UCP special meeting 100 shares of UCP Class B Common Stock, concurrently with the execution and delivery of the Merger Agreement, PICO exercised its right under the existing Exchange Agreement, dated as of July 23, 2013 (which we refer to as the “Exchange Agreement”), by and among UCP, UCP, LLC and PICO, to exchange all Series A Units of UCP, LLC held by PICO for shares of UCP Class A Common Stock, effective immediately prior to the effective time of the Merger. As a result of this exchange, the completion of which is also a condition to Century Communities’ and UCP’s obligations to complete the Merger as more fully described in this proxy statement/prospectus and in the Merger Agreement, PICO will receive the same Merger Consideration per share of UCP Class A Common Stock as every other UCP stockholder.

UCP’s Reasons for the Merger; Recommendation of the UCP Board of Directors (See page 70 )

In evaluating the Merger and other transactions contemplated by the Merger Agreement, the UCP Board consulted with UCP senior management and UCP’s outside legal counsel and financial advisor. After consideration, all of the members of the UCP Board who attended and participated in the April 10, 2017 meeting of the UCP Board at which the Merger Agreement was being considered and voted on, determined that the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, UCP and its stockholders, and adopted, approved and declared advisable the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the proposed Merger. For more information regarding the factors considered by the UCP Board in reaching its decision to approve the Merger Agreement and the Merger contemplated by the Merger Agreement, see “ Proposal I: Adoption of the Merger Agreement—UCP’s Reasons for the Merger; Recommendation of the UCP Board of Directors ” beginning on page 70 of this proxy statement/prospectus.

The UCP Board recommends that UCP stockholders vote FOR the adoption of the Merger Agreement, and FOR the adjournment proposal.

Opinion of UCP’s Financial Advisor (See page 77 )

In connection with the proposed Merger, UCP’s financial advisor, Citigroup Global Markets Inc., referred to as Citi, delivered a written opinion, dated April 10, 2017, to the UCP Board as to the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration to be received by holders of UCP Class A Common Stock (other than PICO and its affiliates) pursuant to the Merger Agreement. The full text of Citi’s written opinion, dated April 10, 2017, to the UCP Board, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference. The description of Citi’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was provided for the information of the UCP Board (in its capacity as such) in connection with its evaluation of the Merger Consideration from a financial point of view and did not address any other terms, aspects or implications of the Merger. Citi expressed no view as to, and its opinion did not address, the underlying business decision of UCP to effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might exist for UCP or the effect of any other transaction which UCP might engage in or consider. Citi’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Merger or otherwise.

Interests of Certain UCP Directors and Officers in the Merger (See page 92 )

In considering the recommendation of the UCP Board that UCP stockholders vote FOR the adoption of the Merger Agreement and FOR the adjournment proposal, UCP stockholders should be aware and take into account the fact that certain UCP directors and executive officers have interests in the Merger or the other transactions contemplated by the Merger Agreement that may be different from, or in addition to, the interests of UCP stockholders generally and that may create potential conflicts of interests. Specifically, (i) Mr. Bogue will be entitled to a one-time transaction bonus equal to $1,972,639, paid 60 days after the closing of the Merger, and may be entitled to up to $1.4 million in accelerated vesting of restricted stock units and $530,000 in cash severance if terminated without “cause” or if he resigns for “good reason” following such closing (plus a COBRA subsidy for 12 months following termination), and (ii) Mr. Pirrello, if terminated without “cause” or if he resigns for “good reason” after such closing, may be entitled to up to $953 thousand in accelerated vesting of restricted stock units and $1,126,726 in cash severance (plus a COBRA subsidy for 12 months following termination).

The directors and executive officers of UCP will also be entitled to certain indemnification rights under the Merger Agreement.

The UCP Board was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation of, the Merger, in approving the Merger Agreement and in recommending that UCP stockholders vote FOR the adoption of the Merger Agreement, and FOR the adjournment proposal. All of the independent and disinterested UCP directors, constituting a majority of the UCP Board, approved the Merger Agreement and made the foregoing recommendations.

For additional information about these interests, see “ Proposal I: Adoption of the Merger Agreement—Interests of Certain UCP Directors and Officers in the Merger ” beginning on page 92 of this proxy statement/prospectus.

Board of Directors and Management Following the Merger (See page 94 )

Upon consummation of the Merger, the board of directors and executive officers of Century Communities are expected to remain unchanged. For information on Century Communities’ current directors and executive officers, please see Century Communities’ proxy statement for its 2017 annual meeting of stockholder filed with the SEC on March  29, 2017. See “ Where You Can Find More Information ” beginning on page 152.

Treatment of UCP Equity Awards in the Merger (See page 94 )

At the effective time of the Merger, each then-outstanding option to purchase shares of UCP Common Stock will automatically be converted into an option to purchase shares of Century Communities Common Stock on the same terms and conditions as were applicable under such UCP option immediately prior to the effective time of the Merger, and each then-outstanding restricted stock unit award with respect to shares of UCP Common Stock will automatically be converted into a restricted stock unit award with respect to shares of Century Communities Common Stock, with the same terms and conditions as were applicable under such UCP restricted stock unit award immediately prior to the effective time of the Merger. However, pursuant to amendments to employment agreements of certain UCP employees that will become effective as of, and are subject to and conditioned upon, the consummation of the Merger, all of the outstanding UCP options, whether vested or unvested, will be canceled for no consideration upon the consummation of the Merger. For additional information see the section entitled “ Proposal I: Adoption of the Merger Agreement—Treatment of UCP Equity Awards ” beginning on page 94, of this proxy statement/prospectus.

Certain Material U.S. Federal Income Tax Consequences of the Merger (See page 95 )

It is a condition to completion of the Merger that Paul, Weiss, tax counsel to UCP, and Greenberg Traurig, tax counsel to Century Communities, each deliver an opinion to both UCP and Century Communities, dated the closing date of the Merger, to the effect that the Merger will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. Each party may waive the requirement to receive such opinions as a condition to such party’s obligation to complete the Merger. Assuming that the Merger qualifies as a reorganization, a U.S. holder of UCP Class A Common Stock will generally recognize gain, but not loss, if the U.S. holder surrenders its shares of UCP Class A Common Stock in exchange for a combination of Century Communities Common Stock and cash. In such case, that U.S. holder will generally recognize gain equal to the lesser of (1) the cash received (other than cash in lieu of any fractional share) and (2) the excess of the sum of the cash received (other than cash in lieu of any fractional share) and the fair market value (on the date of the Merger) of the Century Communities Common Stock received (including any fractional share for which cash was paid) over such U.S. holder’s adjusted tax basis in the shares of UCP Class A Common Stock surrendered by such U.S. holder in the Merger. In addition, such U.S. holder will generally recognize gain or loss on the receipt of cash in lieu of any fractional share.

The tax opinions regarding the Merger will not address any state, local or foreign tax consequences of the Merger. The opinions will be based on certain assumptions and representations as to factual matters from Century Communities and UCP, as well as certain covenants and undertakings by Century Communities and UCP, substantially in the forms of the letters set forth in the disclosure schedules to the Merger Agreement. If any of the assumptions, representations, covenants or undertakings is incorrect, incomplete, inaccurate or is violated prior to the effective time of the Merger, one or both of the opinions may not be delivered and, if delivered, the conclusions reached by counsel in their opinions cannot be relied upon. In such case, the tax consequences of the Merger could differ from those described in this proxy statement/prospectus. Neither Century Communities nor UCP is currently aware of, nor expects there to be, any facts or circumstances that would cause any of the assumptions, representations, covenants or undertakings set forth in the forms of the letters set forth in the disclosure schedules to the Merger Agreement to be incorrect, incomplete, inaccurate or violated.

An opinion of counsel represents such counsel’s best legal judgment but is not binding on the IRS or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge.

You are urged to consult your own tax advisor regarding the particular tax consequences to you of the Merger.

Accounting Treatment of the Merger (See page 99 )

The Merger will be accounted for in accordance with GAAP. GAAP requires the Merger to be accounted for using the acquisition method pursuant to which Century Communities has been determined to be the acquirer for accounting purposes. As required by the acquisition method, Century Communities will record UCP’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of consideration transferred (i.e. purchase price) over the fair value of net assets acquired will be recognized as goodwill. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if circumstances indicate potential impairment. The operating results of UCP will be reported as part of the combined company beginning on the closing date of the Merger. The final valuation of the tangible and identifiable intangible assets acquired and liabilities assumed has not yet been completed. The completion of the valuation upon consummation of the Merger could result in significantly different amortization expenses and balance sheet classifications than those presented in Century Communities’ unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.

Regulatory Approvals Required to Complete the Merger (See page 99 )

Century Communities and UCP have determined that no authorizations, approvals or consents from regulatory authorities are required to enable them to complete the Merger. For a more complete discussion of regulatory matters relating to the Merger, see “ Proposal I: Adoption of the Merger Agreement—Regulatory Approvals Required to Complete the Merger ” beginning on page 99 of this proxy statement/prospectus.

Litigation Relating to the Merger (See page 99)

A putative class action lawsuit (captioned: Joseph Tola v. UCP, Inc., Michael C. Cortney, Dustin L. Bogue, Eric H. Speron, Peter H. Lori, Kathleen R. Wade, Maxim C.W. Webb, Century Communities, Inc. and Casa Acquisition Corp., Case No. 5:17-cv-02713, United States District Court, Northern District of California) was filed on May 10, 2017, purportedly on behalf of UCP stockholders, against UCP and the individually named directors, all of whom are the directors of UCP. Century Communities and Merger Sub are also named as defendants. The complaint alleges claims under Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, as well as claims under Section 20(a) of the Exchange Act. Plaintiff alleges that this proxy statement/prospectus omits to include certain information and seeks to enjoin the Merger, rescission in the event the Merger is consummated or an award of rescissory damages, and an award of plaintiff’s attorney’s fees and costs of the litigation.

Century Communities and UCP are disclosing in this proxy statement/prospectus certain additional information (which we refer to as the “Supplemental Disclosures”) in response to plaintiff’s complaint and solely for the purpose of rendering moot the allegations contained therein. The defendants deny all of the allegations set forth by plaintiff in the complaint and deny any alleged violations of law. The Supplemental Disclosures should be read in conjunction with this proxy statement/prospectus, which we urge you to read in its entirety. With respect to plaintiff’s complaint, the defendants deny that this proxy statement/prospectus contained, prior to the amendment containing the Supplemental Disclosures, any material misstatements or omissions, and deny that any further supplemental disclosure was required to be made under any applicable rule, statute, regulation or law. The defendants deny and have not admitted wrongdoing of any kind, including, but not limited to, alleged inadequacies in any disclosure contained in this proxy statement/prospectus, the materiality of any disclosure that the plaintiff alleges should have been made in this proxy statement/prospectus, or any violation of any federal or state law. The defendants believe that this proxy statement/prospectus disclosed, prior to the amendment containing the Supplemental Disclosures, all material information necessary for holders of UCP Common Stock to make a fully informed voting decision, and the defendants deny that the Supplemental Disclosures are material or are otherwise required by any federal or state law.

Plaintiff and defendants, through their respective counsel, entered into a memorandum of understanding, dated June 21, 2017, pursuant to which, among other things, plaintiff has agreed to voluntarily withdraw and dismiss with prejudice his individual claims in the above-referenced lawsuit and to terminate all asserted claims therein in connection with the Supplemental Disclosures made in this proxy statement/prospectus.

Completion of the Merger is Subject to Certain Conditions (See page 114 )

As more fully described in this proxy statement/prospectus and in the Merger Agreement, the obligations of Century Communities and UCP to complete the Merger are subject to the satisfaction of a number of conditions, including the following:

For more information, see “ The Merger Agreement—Conditions to Completion of the Merger ” beginning on page 114 of this proxy statement/prospectus.

No Solicitation of Alternative Proposals (See page 109 )

The Merger Agreement precludes UCP from soliciting or engaging in discussions or negotiations with a third party with respect to any proposal for a competing transaction, including the acquisition of a significant interest in UCP’s capital stock or assets. However, if UCP receives an unsolicited proposal from a third party for a competing transaction that the UCP Board, among other things, determines in good faith (after consultation with UCP’s outside legal counsel and financial advisor) (i) constitutes or would reasonably be expected to lead to a proposal that is superior to the Merger, and (ii) did not result from a breach of the non-solicitation obligations set forth in the Merger Agreement, then UCP may furnish non-public information to and enter into discussions with that third party and its representatives and financing sources about such competing transaction after obtaining from such third party an executed confidentiality agreement. For more information, see “ The Merger Agreement—No Solicitation of Alternative Proposals ” beginning on page 109 of this proxy statement/prospectus.

Termination of the Merger Agreement (See page 116 )

The Merger Agreement may be terminated and the Merger abandoned at any time before the effective time of the Merger in the following circumstances:

Under the Merger Agreement, UCP is not permitted to terminate the Merger Agreement if the UCP Board changes its recommendation to UCP stockholders solely in response to an “Intervening Event” (as defined in the Merger Agreement). For more information, see “ The Merger Agreement—Termination of the Merger Agreement ” beginning on page 116 of this proxy statement/prospectus.

Fees and Expenses and Termination Fees (See page 117 )

Generally, each party is required to pay all fees and expenses incurred by it in connection with the Merger. However, the Merger Agreement provides that, upon termination of the Merger Agreement under certain

circumstances, including termination by UCP to enter into a definitive agreement for a proposal that constitutes a superior proposal (as further described in the Merger Agreement), UCP will be required to pay Century Communities a cash termination fee of $7,050,000.

For more information, see “ The Merger Agreement—Fees and Expenses and Termination Fees ” beginning on page 117 of this proxy statement/prospectus.

Listing of Shares of Century Communities Common Stock and Delisting and Deregistration of UCP Class A Common Stock (See page 101)

Under the terms of the Merger Agreement, Century Communities is required to use all reasonable efforts to cause the shares of Century Communities Common Stock to be issued in the Merger to be approved for listing on the NYSE, prior to the closing of the Merger. Accordingly, application will be made to have such shares approved for listing on the NYSE, where shares of Century Communities Common Stock are currently listed for trading under the ticker symbol “CCS.”

If the Merger is completed, there will no longer be any publicly held shares of UCP Class A Common Stock. Accordingly, UCP Class A Common Stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act.

Comparison of Stockholder Rights (See page 138 )

UCP stockholders will have different rights once they become Century Communities stockholders due to differences between the organizational documents of UCP and Century Communities. See “ Comparison of Stockholder Rights ” beginning on page 138 of this proxy statement/prospectus.

Appraisal Rights (See page 143 )

Pursuant to Section 262 of the DGCL, UCP stockholders who do not vote in favor of adoption of the Merger Agreement, who continuously hold their shares of UCP Class A Common Stock through the effective time of the Merger and who otherwise comply with the applicable requirements of Section 262 of the DGCL have the right to seek appraisal of the fair value of their shares of UCP Common Stock, as determined by the Delaware Court of Chancery, if the Merger is completed. The “fair value” of shares of UCP Common Stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the Merger Consideration that UCP stockholders would otherwise be entitled to receive under the terms of the Merger Agreement.

The right to seek appraisal will be lost if a UCP stockholder votes FOR adoption of the Merger Agreement. However, abstaining or voting against adoption of the Merger Agreement is not in itself sufficient to perfect appraisal rights because additional actions must also be taken to perfect such rights.

UCP stockholders who wish to exercise the right to seek an appraisal of their shares must so advise UCP by submitting a written demand for appraisal prior to the taking of the vote on the Merger Agreement at the UCP special meeting, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of UCP Class A Common Stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps required by Section 262 of the DGCL and in a timely manner to perfect appraisal rights. In view of the complexity of Section 262 of the DGCL, UCP stockholders that may wish to pursue appraisal rights are urged to consult their legal and financial advisors. In addition, under Section 262 of the DGCL, the Delaware Court of Chancery will dismiss any appraisal proceedings as to all stockholders who have perfected their appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of UCP Class A Common Stock, or (ii) the value of the Merger Consideration provided in the Merger Agreement for the total number of shares of UCP Class A Common Stock entitled to appraisal exceeds $1 million. See “ Appraisal Rights ” beginning on page 143 of this proxy statement/prospectus.