UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): August 14, 2017

UCP, INC.

(Casa Acquisition Corp. as successor by merger to UCP, Inc.)

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-36001		90-0978085
(Commission File Number)		(I.R.S. Employer Identification Number)
99 Almaden Boulevard Suite 400 San Jose, California		95113
(Address of principal executive offices)		(Zip Code)

99 Almaden Boulevard Suite 400 San Jose, California		95113
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 207-9499

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Emerging growth company ☒

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 51.0702. ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

In connection with the consummation of the Merger (as defined below), UCP, Inc., a Delaware corporation (the “Company”), UCP, LLC, a Delaware limited liability company and subsidiary of the Company (“UCP LLC”), and PICO Holdings, Inc., a orCalifornia corporation and the “Company’s majority stockholder (“PICO”), ~~held~~terminated athe ~~special~~following ~~meeting~~agreements, in each case effective as of ~~stockholders~~the Effective Time (as defined below): (i) the ~~“Special~~Exchange ~~Meeting”~~Agreement, dated as of July 23, 2013, by and among the Company, UCP LLC, and PICO, (ii) the onTax ~~August~~Receivable Agreement, dated as of July 123, ~~2017.~~2013, Atby and among the ~~Special~~Company, ~~Meeting~~UCP LLC, and PICO, (iii) the ~~following~~Transition ~~matters~~Services ~~were~~Agreement, ~~submitted~~dated as of July 23, 2013, by and between PICO and the Company, and (iv) the Registration Rights Agreement, dated July 23, 2013, by and between the Company and PICO. The termination of the foregoing agreements occurred pursuant to and in accordance with the terms of the previously announced voting support and transfer restriction agreement, dated April 10, 2017 (the “Voting Agreement”), by and among Century Communities, Inc., a ~~vote~~Delaware corporation (“Century Communities”), Casa Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of ~~stockholders:~~Century Communities (“Merger Sub”), PICO, for the limited purposes set forth therein, the Company, and, for the limited purposes set forth therein, UCP, LLC. A copy of the Voting Agreement has been previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 11, 2017 (File No. 1-36001)) and is incorporated herein by reference.

1.Item ~~The adoption of the Agreement and Plan of Merger, dated April 10, 2017 (as it may be amended from time to time, the “Merger Agreement”), by and among Century Communities, Inc~~2.~~, a Delaware corporation (“Century Communities”), Casa Acquisition Corp~~01., aCompletion ~~Delaware corporation and a wholly-owned subsidiary~~ of ~~Century~~Acquisition ~~Communities~~or ~~(“Merger~~Disposition ~~Sub”), and the Company, pursuant to which the Company will merge with and into Merger Sub (the “Merger”), at which time the separate corporate existence~~ of ~~the Company will end, and Merger Sub will survive the Merger as the surviving corporation; and~~Assets.

2.Closing ~~The adjournment~~ of ~~the~~Merger ~~Special~~with ~~Meeting,~~Century or any adjournments thereof, to another time or place, if necessary or appropriate, as determined by UCP, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournments thereof to adopt the Merger Agreement.Communities

AtOn ~~the close of business on June~~August 94, 2017, (the ~~record date~~“Closing ~~for~~Date”), ~~the~~Century ~~determination~~Communities ofand ~~stockholders~~the ~~entitled~~Company toconsummated ~~vote at~~ the ~~Special~~transactions contemplated ~~Meeting,~~by ~~there~~that ~~were~~certain ~~7,966,314~~Agreement ~~shares~~and Plan of ~~the~~Merger, ~~Company’s~~dated ~~Class~~April ~~A Common Stock~~10, ~~par~~2017 ~~value $0.01 per share~~ (~~the~~as ~~“Class A~~it ~~Common~~may ~~Stock”),~~be ~~and~~amended ~~100~~from ~~shares~~time ~~of the~~to ~~Company’s Class B Common Stock~~time, ~~par value $0.01 per share (~~the “~~Class B~~Merger ~~Common Stock~~Agreement”), ~~outstanding~~by and ~~entitled~~among toCentury ~~vote~~Communities, atMerger ~~the~~Sub, ~~Special~~and ~~Meeting.~~the ~~Each~~Company, ~~share~~pursuant ofto which ~~Class A~~the ~~Common~~Company ~~Stock~~merged ~~was~~with ~~entitled~~and tointo 1Merger ~~vote~~Sub ~~on each matter brought before~~ (the ~~Special Meeting~~“Merger”), ~~and~~at ~~the~~which ~~100~~time ~~shares~~the ofseparate ~~Class B~~corporate ~~Common~~existence ~~Stock~~of ~~were entitled, in~~ the ~~aggregate,~~Company ~~to 10~~ended,~~401,722~~ ~~votes~~and onMerger ~~each~~Sub ~~matter~~survived ~~brought~~the ~~before~~Merger as the ~~Special~~surviving ~~Meeting~~corporation. ~~The~~As ~~holders~~a ofresult ~~5,477,503 shares~~ of the ~~Company’s~~ ~~Class A~~Merger, ~~Common~~Merger ~~Stock~~Sub, ~~and~~along ~~100~~with ~~shares~~the legacy businesses of the Company’s ~~Class B~~and ~~Common~~its ~~Stock~~subsidiaries, ~~were~~became ~~represented~~direct inand ~~person~~indirect orwholly-owned bysubsidiaries ~~proxy~~of atCentury ~~the Special Meeting, constituting a quorum~~Communities.

~~Proposal~~Pursuant Noto the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A Common Stock, par value $0.01 per share, of the Company (the “UCP Class 1A —Common ~~Approval~~Stock”) issued and outstanding immediately prior to the Effective Time, except for shares of UCP Class A Common Stock as to which the ~~proposal~~holders thereof have demanded appraisal in accordance with Section 262 of the General Corporation Law of the State of Delaware and have not effectively withdrawn or lost their rights to ~~adopt~~appraisal, was converted into the right to receive (i) $5.32 in cash, without any interest thereon, and (ii) 0.2309 of a duly authorized, fully paid and non-assessable share of common stock, par value $0.01 per share, of Century Communities (“Century Communities Common Stock”). No fractional shares were issued in the Merger, ~~Agreement~~and cash was paid in lieu thereof. Based on the closing price of Century Communities Common Stock on August 3, 2017, the aggregate value of the merger consideration received by Company stockholders was approximately $207 million. The aggregate value of the Merger was approximately $356 million, including the payment of approximately $149 million of existing Company indebtedness.

~~The~~A ~~vote~~copy ~~with~~of ~~respect~~the Merger Agreement has been previously filed as Exhibit 2.1 to the ~~proposal~~Company’s toCurrent ~~adopt~~Report on Form 8-K (as filed with the SEC on April 11, 2017 (File No. 1-36001)) and is incorporated herein by reference. The foregoing description of the Merger and the Merger Agreement ~~was~~is asnot ~~follows:~~complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

For		Against		Abstain		Broker Non-Vote
14,942,673		936,252		300		0

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~The~~In ~~Merger~~connection iswith ~~expected~~the toconsummation ~~close~~of onthe orMerger, ~~about~~on August 4, 2017, the Company requested that the New York Stock Exchange (the “NYSE”) file a notification on Form 25 with the SEC to request the removal of shares of UCP Class A Common Stock from listing on the NYSE. The NYSE has filed a notification of removal from listing on Form 25 with the SEC with respect to the UCP Class A Common Stock.

~~Proposal~~Item No3. 203. —Material ~~Adjournment~~Modification ofto ~~the~~Rights ~~Special~~of ~~Meeting,~~Security ~~if necessary~~ Holders

AsThe ~~there~~information ~~were~~set ~~sufficient~~forth ~~votes~~above atin Items ~~the~~2.01 ~~time~~and 3.01 and below in Item 5.01 is incorporated by reference in this Item 3.03. A summary comparison of the ~~Special~~rights ~~Meeting~~of holders of UCP Class A Common Stock as compared to ~~adopt~~the rights of holders of Century Communities Common Stock is contained under the ~~Merger~~caption ~~Agreement,~~“Comparison of Stockholder Rights” beginning on page 138 of the ~~adjournment~~Company’s ~~proposal~~definitive ~~was~~proxy ~~rendered~~statement ~~moot~~filed ~~and~~with ~~was~~the ~~not~~SEC on Schedule 14A on July 3, 2017 (File ~~presented~~No. 1-36001), atand ~~the~~is ~~Special~~incorporated ~~Meeting~~by reference herein.

Item 75.01. ~~Regulation~~Changes FDin ~~Disclosure~~Control of Registrant.

OnThe ~~August 1,~~information ~~2017,~~set ~~the~~forth ~~Company~~above ~~issued~~in aItem ~~press~~2.01 ~~release announcing that~~is ~~its~~incorporated ~~stockholders~~by ~~voted~~reference toin ~~adopt~~this ~~the~~Item ~~Merger Agreement at the Special Meeting~~5.01.

~~The~~Item ~~full~~5.02. ~~text~~Departure of ~~the~~Directors ~~press~~or ~~release~~Certain isOfficers; ~~furnished~~Election ~~herewith~~of asDirectors; ~~Exhibit~~Appointment ~~99.1~~of ~~to this~~Certain ~~Current~~Officers; ~~Report~~Compensatory onArrangements ~~Form~~of ~~8-K.~~Certain Officers

~~Item~~As ~~9.01.~~of ~~Financial~~the ~~Statements~~Effective Time, all directors and ~~Exhibits~~officers of the Company ceased serving in such capacities.

Item 8.01.

Other Events

In connection with the consummation of the Merger, the Company has deposited funds to irrevocably redeem $75,000,000 aggregate principal amount of its 8.5% Senior Notes due 2017 (the “Notes”), in accordance with the terms of the indenture, dated as of October 21, 2014 (the “Indenture”), among the Company, the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as trustee. In connection with the redemption of the Notes, the obligations of the Company under the Indenture have been satisfied and discharged. The redemption of the Notes is scheduled to occur on August 7, 2017.

(d)

Exhibits.

ExhibitNo.		Description
ExhibitNumber		Description
99.1		Press Release, dated August 1, 2017.
2.1		Agreement and Plan of Merger, dated April 10, 2017, by and among Century Communities, Inc., Casa Acquisition Corp., and UCP, Inc. (incorporated by reference to Exhibit 2.1 to UCP, Inc.’s Current Report on Form 8-K, filed with the SEC on April 11, 2017 (File No. 1-36001)).*
10.1		Voting Support and Transfer Restriction Agreement, dated April 10, 2017, by and among Century Communities, Inc., PICO Holdings, Inc., UCP, Inc. and UCP, LLC (incorporated by reference to Exhibit 10.1 to UCP, Inc.’s Current Report on Form 8-K, filed with the SEC on April 11, 2017 (File No. 1-36001)).

1* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, asCasa ~~amended~~Acquisition Corp., as successor by merger to the ~~Registrant~~registrant, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2017


Casa Acquisition Corp.
as successor by merger with UPC, Inc.

By:		/s/ Dale Francescon
Name:		Dale Francescon
Title:		President

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Press Release, dated August 1, 2017.
2.1		Agreement and Plan of Merger, dated April 10, 2017, by and among Century Communities, Inc., Casa Acquisition Corp., and UCP, Inc. (incorporated by reference to Exhibit 2.1 to UCP, Inc.’s Current Report on Form 8-K, filed with the SEC on April 11, 2017 (File No. 1-36001)).*
10.1		Voting Support and Transfer Restriction Agreement, dated April 10, 2017, by and among Century Communities, Inc., PICO Holdings, Inc., UCP, Inc. and UCP, LLC (incorporated by reference to Exhibit 10.1 to UCP, Inc.’s Current Report on Form 8-K, filed with the SEC on April 11, 2017 (File No. 1-36001)).

*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

Date: August 1, 2017

/s/ James M. Pirrello

James M. Pirrello

Chief Financial Officer, Chief Accounting Officer and Treasurer

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