Amendment No. 1 to Distribution Agreement (this “Amendment”)
Exhibit 1.1
Amendment No. 1 to Distribution Agreement (this “Amendment”)
August 3, 2021
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
BofA Securities, Inc.
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
Fifth Third Securities, Inc.
00 Xxxxxxxx Xxxxxx Xxxxx
XX 00000X
Xxxxxxxxxx, Xxxx 00000
00 Xxxxxxxx Xxxxxx Xxxxx
XX 00000X
Xxxxxxxxxx, Xxxx 00000
Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Distribution Agreement, dated November 27, 2019 (the “Agreement”), by and among Century Communities Inc., a Delaware corporation (the “Company”),
and X.X. Xxxxxx Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Fifth Third Securities, Inc., as agents (collectively, the “Prior Agents”), with respect to the sale and issuance from time to time by the Company, in the manner and subject to the terms and conditions set forth in
the Agreement, of Common Stock, par value $0.01 per share, of the Company having an aggregate Gross Sales Price of up to $100,000,000 (the “ATM Program”).
Terms used herein but not otherwise defined herein shall have the respective meanings given thereto in the Agreement.
Xxxxx Fargo Securities, LLC hereby (i) represents and warrants to the Company that it has been furnished with a copy of, and has reviewed
and fully understands, the Agreement (as amended by this Agreement), (ii) agrees to become an Agent under the Agreement, and (iii) agrees to be bound by the terms and provisions of the Agreement, as if Xxxxx Fargo Securities, LLC was and is an
original party to the Agreement.
The parties hereto agree and acknowledge that (i) the Company’s Registration Statement on Form S-3 (No. 333-226054) and related
prospectus supplement for the ATM Program was due to expire on July 2, 2021; (ii) the Company filed with the Commission a new Registration Statement on Form S-3 (No. 333-257612) on July 1, 2021 (the “New Registration Statement”), which includes, as part of the New Registration Statement, a base prospectus dated July 1, 2021 (including the documents incorporated therein as of the date
of such base prospectus, the “New Basic Prospectus”); (iii) the Company will file with the Commission a new prospectus supplement, dated August
3, 2021, relating to the ATM Program (including the documents incorporated therein as of the date of such prospectus supplement, the “New Prospectus
Supplement”); (iv) from and after the date hereof, (a) all references in the Agreement to “Registration Statement” shall mean the New Registration Statement, (b) all references in the Agreement to “Basic Prospectus” shall mean the New
Basic Prospectus, (c) all references in the Agreement to “Prospectus Supplement” shall mean the New Prospectus Supplement, and (d) all references in the Agreement to “Agreement” shall mean the Agreement as amended by this Amendment; (v) Xxxxx Fargo
Securities, LLC is hereby added as an Agent under the Agreement; and (vi) an “Agent” or the “Agents” under the Agreement shall mean X.X. Xxxxxx Securities LLC, BofA Securities, Inc. Xxxxx Fargo Securities, LLC, and Fifth Third Securities, Inc.,
individually or collectively, as the case may be, in lieu of the Prior Agents.
Except as amended and supplemented as set forth in this Amendment, the Agreement remains in full force and effect.
For the avoidance of doubt, the Company does not intend to make a Transaction Proposal to any Agent as of the date of this Amendment, and
the filings by the Company with the Commission of the New Registration Statement (including the New Basic Prospectus contained therein) and the New Prospectus Supplement will not constitute a recommencement of the offering of the Shares or result
in a Bring-Down Delivery Date.
This Amendment may be executed and delivered in counterparts, each of which will be deemed to be an original. Electronic signatures
complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this Agreement. Transmission by telecopy,
electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
[Remainder of Page Intentionally Blank]
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By:
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/s/ Xxxxx X. Messenger
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Name:
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Xxxxx X. Messenger
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Title:
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Chief Financial Officer
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X.X. XXXXXX SECURITIES LLC
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By:
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/s/ Xxxxxxxxx Xxxxxx
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Name:
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Xxxxxxxxx Xxxxxx
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Title:
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Executive Director
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BOFA SECURITIES, INC.
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By:
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/s/ Xxx Xxxxx
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Name:
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Xxx Xxxxx
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Title:
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Managing Director
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CITIGROUP GLOBAL MARKETS INC.
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By:
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/s/ Xxxxxxx X. Xxxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxxx
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Title:
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Managing Director
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FIFTH THIRD SECURITIES, INC.
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By:
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/s/ Xxxxxxxx Xxxxx Xxxxx
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Name:
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Xxxxxxxx Xxxxx Xxxxx
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Title:
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Managing Director, ECM, SVP
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Xxxxx Fargo Securities, LLC
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxxx
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Title:
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Managing Director
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