2.4.0.81190 - Disclosure - Subsequent Eventstruefalsefalse1false falsefalseD2013Q2YTDhttp://www.sec.gov/CIK0001574532duration2013-01-01T00:00:002013-06-30T00:00:001true 1us-gaap_SubsequentEventsAbstractus-gaap_truenadurationfalsefalsefalsefalsefalsefalsefalsefalse1falsefalsefalse00falsefalsefalsexbrli:stringItemTypestringfalse0Subsequent Events2false 2us-gaap_SubsequentEventsTextBlockus-gaap_truenadurationfalsefalsefalsefalsefalsefalsefalsefalseterseLabel1falsefalsefalse00<div style="font-size:10.0pt;font-family:Times New Roman;"> 19. Subsequent Events   On July 3, 2013, the Company exchanged the 10,000 shares of Series A preferred stock outstanding for 903,825 shares of common stock with a preliminary estimated value on the date of the exchange of approximately $19.0 million.  The outstanding shares of Series A preferred stock were subsequently cancelled and retired. As of June 30, 2013, the book value of the Series A preferred stock was $100. In accordance with ASC 260-10-S99-2, the differences between the consideration transferred to the shareholders of the Series A preferred stock and the carrying amount of the preferred stock of approximately $19.0 million will be subtracted from net income, as a preferred stock dividend, to arrive at income available to common stockholders in the calculation of earnings per share.   On July 22, 2013, the Company filed with the Secretary of State of the state of Delaware an amendment to its then existing amended and restated certificate of incorporation to effectuate a 10.3 for 1 stock split of its common stock and increase its authorized capital stock to 150,000,000 shares of common stock and 15,000,000 shares of preferred stock.  In addition, on July 24, 2013, the Company filed with the Secretary of State of the state of Delaware a new amended and restated certificate of incorporation, which, among other things, converted all of the Company’s Series A, B, C, D and E common stock into a single class of common stock.  All share and per-share amounts of the Company’s common stock have been adjusted retroactively in the accompanying unaudited financial statements to reflect the stock split, the new authorized share amount and the conversion of the Series A, B, C, D and E common stock into a single class of common stock.   On July 30, 2013, the Company completed its IPO issuing 6,819,091 shares of its common stock, par value $0.01 per share, at a price to the public of $15.00 per share. The underwriters were granted a 30-day option to purchase up to 1,022,863 additional shares of the Company’s common stock, which has not been exercised. The shares began trading on the New York Stock Exchange on July 25, 2013 under the ticker symbol “WCIC.” The net proceeds from the sale of common stock in the IPO were approximately $91.4 million after deducting underwriting discounts and offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes, including the acquisition and development of land and home construction. As a result of the IPO, the Company may have a change in ownership for purposes of Internal Revenue Code Section 382 (“Section 382”), which may result in a portion of our deferred tax asset becoming subject to the various limitations on its use.   On August 7, 2013, the Company completed the issuance of $200.0 million in aggregate principal amount of 6.875% senior notes due 2021(the “2021 Notes”).  The net proceeds from the offering of the 2021 Notes (the “Notes Offering”) were approximately $196.0 million after deducting the initial purchasers’ discounts and other fees and expenses.  The Company used $127.0 million of the net proceeds from the Notes Offering to voluntarily prepay the entire principal amount outstanding of its Senior Secured Term Notes due 2017, of which $125.0 million in aggregate principal amount were issued and outstanding, at a price equal to 101% of the principal amount, plus accrued and unpaid interest, and intends to use the remainder of the net proceeds from the Notes Offering for general corporate purposes, including the acquisition and development of land and home construction.  In addition, approximately $4.6 million in debt issuance costs and debt discount related to our Senior Secured Term Notes due 2017 will be written-off in connection with this voluntary prepayment.   The 2021 Notes are senior unsecured obligations of the Company and are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s existing and future restricted subsidiaries, excluding the Company’s immaterial subsidiaries and mortgage subsidiaries (the “Guarantors”).   The 2021 Notes were offered and sold in a private transaction either to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to persons outside the United States under Regulation S of the Securities Act.   The 2021 Notes were issued pursuant to an indenture (the “Indenture”), dated as of August 7, 2013, by and among the Company, the Guarantors named therein and Wilmington Trust, National Association, as trustee.  The Indenture contains covenants, that limit, among other things, the Company’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness; declare or pay dividends, redeem stock or make other distributions to holders of capital stock; make investments; create liens; place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets; and enter into transactions with affiliates.  These covenants are subject to a number of important qualifications described in the Indenture.   In connection with the issuance of the 2021 Notes, the Company, the Guarantors and the initial purchasers of the 2021 Notes entered into an Exchange and Registration Rights Agreement (the “Registration Rights Agreement”), dated August 7, 2013. The Registration Rights Agreement requires the Company to: (a) file an exchange offer registration statement within 270 days after the closing of the Notes Offering with respect to an offer to exchange the unregistered 2021 Notes for new notes of the Company registered under the Securities Act having terms substantially identical in all material respects to those of the 2021 Notes (except for provisions relating to transfer restrictions and payments of additional interest); (b) use its commercially reasonable efforts to cause the registration statement to become effective within 330 days after the closing of the Notes Offering; (c) as soon as reasonably practicable after the effectiveness of the exchange offer registration statement, offer the exchange notes for surrender of the 2021 Notes; and (d) keep the registered exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the registered exchange offer is sent to holders of the 2021 Notes.  In addition, the Registration Rights Agreement provides that in the event that the Company cannot effect the exchange offer within the time periods listed above and in certain other circumstances as described in the Registration Rights Agreement, the Company will file a “shelf registration statement” that would allow some or all of the 2021 Notes to be offered to the public in the United States.  If the Company does not comply with the foregoing obligations under the Registration Rights Agreement, the Company will be required to pay special interest to the holders of the 2021 Notes. </div>falsefalsefalsenonnum:textBlockItemTypenaThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.No definition available.false0Subsequent EventsfalseSubsequent EventsUnKnownUnKnownUnKnownUnKnowntruefalsefalseSheethttp://www.wcicommunities.com/role/DisclosureSubsequentEvents12