LENNAR CORPORATION (NYSE:LEN) Files An 8-K Other EventsItem 8.01 Other Events.
On February16, 2018, Lennar Corporation, a Delaware corporation (the “Company”), completed its previously announced offers (the “Exchange Offers”) to exchange any and all validly tendered and accepted 8.375% Senior Notes due 2018 (the “CalAtlantic 8.375% Notes due 2018”), 6.625% Senior Notes due 2020 (the “CalAtlantic 6.625% Notes”), 8.375% Senior Notes due 2021 (the “CalAtlantic 8.375% Notes due 2021”), 6.25% Senior Notes due 2021 (the “CalAtlantic 6.25% Notes”), 5.375% Senior Notes due 2022 (the “CalAtlantic 5.375% Notes”), 5.875% Senior Notes due 2024 (the “CalAtlantic 5.875% Notes”), 5.25% Senior Notes due 2026 (the “CalAtlantic 5.25% Notes”) and 5.00% Senior Notes due 2027(the “CalAtlantic 5.00% Notes”) (collectively, the “CalAtlantic Notes”) issued by CalAtlantic Group, Inc. (“CalAtlantic”), for New Lennar Notes (as defined below) issued by the Company and cash, and the related consent solicitations (the “Consent Solicitations”) made by the Company on behalf of CalAtlantic to adopt certain proposed amendments to the respective indentures governing the CalAtlantic Notes, as described below.
The Exchange Offers and Consent Solicitations expired as of 12:01 a.m., New York City time, on February16, 2018. The final settlement of the Exchange Offers and Consent Solicitations took place on February20, 2018 (the “Settlement Date”).
to the Exchange Offers and Consent Solicitations, the aggregate principal amounts of the CalAtlantic Notes set forth below were tendered and subsequently accepted and retired on the Settlement Date in the Exchange Offers and Consent Solicitations:
(i) $485,627,000 aggregate principal amount of CalAtlantic 8.375% Notes due 2018;
(ii) $267,708,000 aggregate principal amount of CalAtlantic 6.625% Notes;
(iii) $397,611,000 aggregate principal amount of CalAtlantic 8.375% Notes due 2021;
(iv) $291,966,000 aggregate principal amount of CalAtlantic 6.25% Notes;
(v) $240,808,000 aggregate principal amount of CalAtlantic 5.375% Notes;
(vi) $421,443,000 aggregate principal amount of CalAtlantic 5.875% Notes;
(vii) $395,535,000 aggregate principal amount of CalAtlantic 5.25% Notes; and
(viii) $347,343,000 aggregate principal amount of CalAtlantic 5.00% Notes.
Set forth below are the amounts remaining outstanding under the CalAtlantic Notes following such retirement:
(i) $89,373,000 aggregate principal amount of CalAtlantic 8.375% Notes due 2018;
(ii) $32,292,000 aggregate principal amount of CalAtlantic 6.625% Notes;
(iii) $2,389,000 aggregate principal amount of CalAtlantic 8.375% Notes due 2021;
(iv) $8,034,000 aggregate principal amount of CalAtlantic 6.25% Notes;
(v) $9,192,000 aggregate principal amount of CalAtlantic 5.375% Notes;
(vi) $3,557,000 aggregate principal amount of CalAtlantic 5.875% Notes;
(vii) $4,465,000 aggregate principal amount of CalAtlantic 5.25% Notes; and
(viii) $2,657,000 aggregate principal amount of CalAtlantic 5.00% Notes.
Prior to settlement of the Exchange Offers and Consent Solicitations and upon receipt of the requisite consents to adopt the proposed amendments with respect to each series of CalAtlantic Notes, CalAtlantic entered into supplemental indentures (the “Supplemental Indentures”), between CalAtlantic, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee with respect each series of the CalAtlantic Notes. Each Supplemental Indenture was effective upon its execution and became operative on the settlement date of the related Exchange Offer and amended the applicable base indenture to eliminate certain covenants, restrictive provisions and events of default from such indenture.
A copy of the press release announcing the completion of the Exchange Offers and Consent Solicitations 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.
In connection with the settlement of the Exchange Offers and Consent Solicitations, in exchange for the validly tendered and accepted CalAtlantic Notes, the Company (x) issued (i) $485,626,000 aggregate principal amount of new 8.375% Senior Notes due May15, 2018 (the “New Lennar 2018 Notes”) to an indenture, dated as of February20, 2018 (the “New Lennar 2018 Notes Indenture”), (ii) $267,708,000 aggregate principal amount of new 6.625% Senior Notes due May1, 2020 (the “New Lennar 2020 Notes”) to an indenture, dated as of February20, 2018 (the “New Lennar 2020 Notes Indenture”), (iii) $397,610,000 aggregate principal amount of new 8.375% Senior Notes due January15, 2021 (the “New Lennar 8.375% 2021 Notes”) to an indenture, dated as of February20, 2018 (the “New Lennar 8.375 2021 Notes Indenture”), (iv) $291,965,000 aggregate principal amount of new 6.25% Senior Notes due December15, 2021 (the “New Lennar 6.25% 2021 Notes”) to an indenture, dated as of February20, 2018 (the “New Lennar 6.25% 2021 Notes Indenture”), (v) $240,805,000 aggregate principal amount of new 5.375% Senior Notes due October1, 2022 (the “New Lennar 2022 Notes”) to an indenture, dated as of February20, 2018 (the “New Lennar 2022 Notes Indenture”), (vi) $421,441,000 aggregate principal amount of new 5.875% Senior Notes due November15, 2024 (the “New Lennar 2024 Notes”) to an indenture, dated as of February20, 2018 (the “New Lennar 2024 Notes Indenture”), (vii) $395,535,000 aggregate principal amount of new 5.25% Senior Notes due June1, 2026 (the “New Lennar 2026 Notes”) to an indenture, dated as of February20, 2018 (the “New Lennar 2026 Notes Indenture”) and (viii) $347,343,000 aggregate principal amount of new 5.00% Senior Notes due June15, 2027 (the “New Lennar 2027 Notes” and, together with the senior notes referred to in clauses (i)through (vii), the “New Lennar Notes”) to an indenture, dated as of February20, 2018 (the “New Lennar 2027 Notes Indenture” and, together with the indentures referred to in clauses (i)through (vii), the “New Lennar Indentures”) and (y)made a payment of cash in lieu of principal amounts of Lennar notes for principal amounts not in integral multiples of $1,000.
The New Lennar Notes were issued in exchange for the CalAtlantic Notes in reliance upon exemptions from, or in transactions not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”).
The New Lennar Notes were offered for exchange, and were issued, only (1)to qualified institutional buyers as defined in Rule 144A under the Securities Act in reliance on the exemption provided by Section4(a)(2) of the Securities Act and (2)outside the United States to persons other than U.S. persons (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act. The New Lennar Notes may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
Each series of New Lennar Notes is governed by the applicable New Lennar Indenture, by and among the Company, a number of its subsidiaries as guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The New Lennar 2018 Notes will mature (subject to earlier redemption or repurchase) on May15, 2018, and will bear interest at a rate per annum equal to 8.375%, which interest will be payable on May15, 2018. The New Lennar 2020 Notes will mature (subject to earlier redemption or repurchase) on May1, 2020, and will bear interest at a rate per annum equal to 6.625%, which interest will be payable semi-annually on May1 and November1 of each year. The New Lennar 8.375% 2021 Notes will mature (subject to earlier redemption or repurchase) on January15, 2021, and will bear interest at a rate per annum equal to 8.375%, which interest is payable semi-annually on January15 and July15 of each year. The New Lennar 6.25% 2021 Notes will mature (subject to earlier redemption or repurchase) on December15, 2021, and will bear interest at a rate per annum equal to 6.25%, which interest is payable semi-annually on June15 and December15 of each year. The New Lennar 2022 Notes will mature (subject to earlier redemption or repurchase) on October1, 2022, and will bear interest at a rate per annum of 5.375%, which interest is payable semi-annually on April1 and October1 of each year. The New Lennar 2024 Notes will mature (subject to earlier redemption or repurchase) on November15, 2024, and will bear interest at a rate per annum of 5.875%, which interest is payable semi-annually on May15 and November15 of each year. The New Lennar 2026 Notes will mature (subject to earlier redemption or repurchase) on June1, 2026, and will bear interest at a rate per annum of 5.25%, which interest is payable semi-annually on June1 and December1 of each year. The New Lennar 2027 Notes will mature (subject to earlier redemption or repurchase) on June15, 2027, and will bear interest at a rate per annum of 5.00%, which interest is payable semi-annually on June15 and December15 of each year. Each series of New Lennar Notes is 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 to the applicable New Lennar Indenture.
The above description of the New Lennar Notes and the New Lennar Indentures is qualified in its entirety by reference to the full text of each of the New Lennar 2018 Notes Indenture, the New Lennar 2020 Notes Indenture, the New Lennar 8.375% 2021 Notes Indenture, the New Lennar 6.25% 2021 Notes Indenture, the New Lennar 2022 Notes Indenture, the New Lennar 2024 Notes Indenture, New Lennar 2026 Notes Indenture and the New Lennar 2027 Notes Indenture (including, in each case, the forms of New Lennar Notes included therein), copies of which are filed herewith as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7 and Exhibit 4.8 respectively.
On February20, 2018, Lennar entered into a registration rights agreement (the “Registration Rights Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as dealer managers, in connection with the issuance of the New Lennar Notes, to which the Company agreed, among other things, to file an exchange offer registration statement with regard to the New Lennar Notes with the Securities and Exchange Commission.
The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.9 hereto.
Item 8.01. Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNo. |
Description of Document |
| 4.1 | Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 8.375% Senior Notes due May15, 2018 (including the forms of 8.375% Senior Notes due May15, 2018). |
| 4.2 | Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 6.625% Senior Notes due May1, 2020 (including the forms of 6.625% Senior Notes due May1, 2020). |
| 4.3 | Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 8.375% Senior Notes due January15, 2021 (including the forms of 8.375% Senior Notes due January 15, 2021). |
| 4.4 | Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 6.25% Senior Notes due December15, 2021 (including the forms of 6.25% Senior Notes due December 15, 2021). |
| 4.5 | Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.375% Senior Notes due October1, 2022 (including the forms of 5.375% Senior Notes due October 1, 2022). |
| 4.6 | Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.875% Senior Notes due November15, 2024 (including the forms of 5.875% Senior Notes due November 15, 2024). |
| 4.7 | Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.25% Senior Notes due June1, 2026 (including the forms of 5.25% Senior Notes due June1, 2026). |
| 4.8 | Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.00% Senior Notes due June15, 2027 (including the forms of 5.00% Senior Notes due June15, 2027). |
| 4.9 | Registration Rights Agreement, dated as of February 20, 2018, among the Company, each of the guarantors identified therein, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC. |
| 99.1 | Press Release, dated February16, 2018. |
LENNAR CORP /NEW/ ExhibitEX-4.1 2 d513500dex41.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.