LENNAR CORPORATION (NYSE:LEN) Files An 8-K Other EventsItem 8.01 Other Events.
On November 29, 2017, Lennar Corporation (the “Company”) completed the sale of $300 million aggregate principal amount of its 2.95% Senior Notes due 2020 (the “2020 Notes”) and $900 million aggregate principal amount of its 4.75% Senior Notes due 2027 (the “2027 Notes” and, together with the 2020 Notes, the “Notes”). The Notes were sold to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Act”), and non-U.S. persons outside the United States under Regulation S under the Act, have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Company received net proceeds of approximately $1.19 billion from the sale of the Notes, after deducting
the initial purchaser discount and certain expenses of the offering, which the Company intends to use to fund a portion of the cash consideration payable by the Company in connection with the Merger (as defined below), to pay expenses related to the Merger and for general corporate purposes. As previously announced, on October 29, 2017, the Company, CalAtlantic Group, Inc. (“CalAtlantic”) and a subsidiary of the Company (“Merger Sub”) entered into an agreement to which CalAtlantic, subject to specified conditions, will be merged with and into Merger Sub (the “Merger”). If (i) the consummation of the Merger does not occur on or before August 31, 2018 or (ii) prior to August 31, 2018, the Company notifies the Trustee (as defined below) that the Company will not pursue the consummation of the Merger, the Company will be required to redeem all the outstanding Notes at a redemption price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest to, but not including, the date of such redemption.
The Notes are governed by an Indenture (the “Indenture”), dated as of November 29, 2017, by and among the Company, a number of its subsidiaries as guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). Interest on the 2020 Notes will accrue at the rate of 2.95% per annum from November 29, 2017, and will be payable semi-annually on May29 and November29 of each year, commencing May 29, 2018. The 2020 Notes will mature on November 29, 2020, subject to earlier redemption or repurchase. Interest on the 2027 Notes will accrue at the rate of 4.75% per annum from November 29, 2017, and will be payable semi-annually on May29 and November29 of each year, commencing May 29, 2018. The 2027 Notes will mature on November 29, 2027, subject to earlier redemption or repurchase. The Notes are guaranteed by most, but not all, of the Company’s subsidiaries, but the guarantee by particular subsidiaries may be suspended or terminated under some circumstances.
The above description of the Notes and the Indenture is qualified in its entirety by reference to the full text of the Indenture (including the forms of Notes included therein), a copy of which is filed as Exhibit 4.1 hereto.
On November 29, 2017, the Company and the initial purchasers of the Notes entered into a registration rights agreement (the “Registration Agreement”) regarding the Notes to which the Company agreed, among other things, to file an exchange offer registration statement with the Securities and Exchange Commission.
The foregoing description of the Registration Agreement is qualified in its entirety by reference to the full text of the Registration Agreement, a copy of which is filed as Exhibit 4.2 hereto.
Item 8.01. Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
DescriptionofDocument |
| 4.1 | Indenture, dated as of November 29, 2017, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 2.95% Senior Notes due 2020 and the form of 4.75% Senior Notes due 2027—Filed herewith. |
| 4.2 | Registration Agreement, dated as of November 29, 2017, among the Company, each of the guarantors identified therein, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC. |
LENNAR CORP /NEW/ ExhibitEX-4.1 2 d438218dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version LENNAR CORPORATION as Issuer,…To view the full exhibit click here
About LENNAR CORPORATION (NYSE:LEN)
Lennar Corporation is a homebuilder that operates in various states with deliveries of over 24,290 new homes. The Company’s segments include Homebuilding activities, which include Homebuilding East, Homebuilding Central, Homebuilding West, Homebuilding Southeast Florida and Homebuilding Houston; Lennar Financial Services; Rialto, and Lennar Multifamily. Its Homebuilding operations include the construction and sale of single-family attached and detached homes, as well as the purchase, development and sale of residential land directly and through unconsolidated entities in which it has investments. The Lennar Financial Services segment operations include mortgage financing, title insurance and closing services for its homebuyers and others. The Rialto segment operations include commercial real estate, investment management and finance company. The Lennar Multifamily segment develops a portfolio of institutional multifamily rental properties in select the United States markets.