LENNAR CORPORATION (NYSE:LEN) Files An 8-K Other EventsItem 8.01 Other Events.
On October29, 2017, Lennar Corporation, a Delaware corporation ( the “Company”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with CalAtlantic Group, Inc., a Delaware corporation (“CalAtlantic”). Subject to the terms and conditions of the Merger Agreement, CalAtlantic will be merged with and into a wholly-owned subsidiary of the Company (“MergerSub”), with Merger Sub continuing as the surviving corporation and a subsidiary of the Company (the “Merger”).
On January19, 2018, the Company issued a press release announcing that, in connection with the previously announced Merger, it had commenced offers to exchange (each an “Exchange Offer” and collectively, the “Exchange Offers”) any and all of the outstanding (i) $575.0million aggregate principal amount of CalAtlantic’s 8.375% Senior Notes due 2018, (ii) $300.0million aggregate principal amount of CalAtlantic’s 6.625% Senior Notes due 2020, (iii) $400.0million aggregate principal amount of CalAtlantic’s 8.375% Senior Notes due 2021, (iv) $300.0million aggregate principal amount of CalAtlantic’s 6.25% Senior Notes due 2021, (v) $250.0million aggregate principal amount of CalAtlantic’s 5.375% Senior Notes due 2022, (vi) $425.0million aggregate principal amount of CalAtlantic’s 5.875% Senior Notes due 2024, (vii) $400.0million aggregate principal amount of CalAtlantic’s 5.25% Senior Notes due 2026 and (viii) $350.0million aggregate principal amount of CalAtlantic’s 5.00% Senior Notes due 2027 (the senior notes referred to in clauses (i)through (viii), collectively, the “CalAtlantic Notes”) for up to $3.0billion aggregate principal amount of new notes issued by the Company (collectively, the “Lennar Notes”) and cash. In conjunction with the Exchange Offers, the Company, on behalf of CalAtlantic, is concurrently soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solitications”), to adopt certain proposed amendments to each of the indentures governing the CalAtlantic Notes to eliminate certain covenants, restrictive provisions and events of default from such indentures.
The Exchange Offers and Consent Solicitations are being made to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated January19, 2018 (the “Offering Memorandum”) in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”), and are conditioned, among other things, upon the closing of the Merger and to the overall plan of reorganization of CalAtlantic. The closing of the Merger is expected to occur on February12, 2018.
The press release referenced in this Item 8.01 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference as if set forth in full.
Neither the press release filed herewith nor this Current Report on Form 8-K constitutes an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Lennar Notes have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act or any state or foreign securities laws. The Lennar Notes may not be offered or sold in the United States or to any U.S. persons except to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (see “Eligibility and Transfer Restrictions” in the Offering Memorandum). Only persons who certify that they are (i) “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Securities Act or (ii) not “U.S. persons” and are outside of the United States within the meaning of Regulation S under the Securities Act and who are “non-U.S. qualified offerees” (as defined under “Eligibility and Transfer Restrictions” in the Offering Memorandum) are authorized to receive and review the Offering Memorandum (such persons, “Eligible Holders”). The ability of an Eligible Holder to participate in the Exchange Offers and Consent Solicitations also may be further limited, as set forth under “Eligibility and Transfer Restrictions” in the Offering Memorandum with respect to Eligible Holders outside the United States and as set forth under “Certain ERISA Considerations” in the Offering Memorandum with respect to Eligible Holders that constitute employee benefit plans.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed Merger, the Company filed with the SEC a registration statement on Form S-4, File No.333-221738, that includes a joint proxy statement of the Company and CalAtlantic that also constitutes a prospectus of the Company, which registration statement was declared effective by the SEC on January4, 2018. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. You may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by the Company and CalAtlantic with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.lennar.com or by contacting Allison Bober, Investor Relations, at 305-485-2038. Copies of the documents filed by CalAtlantic with the SEC will be available free of charge on CalAtlantic’s website at www.calatlantichomes.com or by contacting Michelle Varela, Investor Relations, at 949-789-1651.
Item 8.01. Financial Statements and Exhibits.
(d) Exhibits.
LENNAR CORP /NEW/ ExhibitEX-99.1 2 d477278dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Press Release Lennar Announces Commencement of Exchange Offers and Consent Solicitations for CalAtlantic Notes MIAMI,…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.
