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).
Contact:
Investor Relations:
Investorrelations@unioncommunityllc.com
408-207-9499 Ext. 476
Media Relations:
Matthew Chudoba
matthew.chudoba@icrinc.com
UCP, Inc. (NYSE:UCP)
Historical Stock Chart
From Jun 2024 to Jul 2024
UCP, Inc. (NYSE:UCP)
Historical Stock Chart
From Jul 2023 to Jul 2024