As filed with the Securities and Exchange Commission on August 2, 2013April 27, 2018
RegistrationRegistration No:No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FormS-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lennar Corporation
Co-registrants are listed on the following page.
(Exact name of Registrantregistrant as specified in its charter)
Delaware | 1520 | 95-4337490 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
700 Northwest 107th Avenue
Miami, Florida 33172
(305)(305) 559-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Copies to:Mark Sustana
Vice President, General Counsel and Secretary
Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida 33172
(305)559-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
David K. Boston
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212)728-8000
Approximate date of commencement of proposed sale of the securities to the public:As soon as practicable after this registration statementRegistration Statement becomes effective.
If the securities being registered on this formForm are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨☐
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐
If this formForm is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. (Check one):
Large accelerated filer | Accelerated filer | |||||
Non-accelerated filer | Smaller reporting company | |||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange ActRule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨☐
Exchange ActRule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered | Amount to be | Proposed Maximum Offering Price per Note | Proposed Offering Price | Amount of Registration Fee | ||||
Series B 4.125% Senior Notes due 2018 | $275,000,000 | 100% | $275,000,000(1) | $37,510(2) | ||||
Guarantees of Series B 4.125% Senior Notes due 2018(3) | — | — | — | $0.00(4) | ||||
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|
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Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price | Proposed maximum aggregate offering price(1) | Amount of registration fee | ||||
6.625% Senior Notes due 2020 | $267,708,000 | 100% | $267,708,000 | $33,330 | ||||
2.95% Senior Notes due 2020 | $300,000,000 | 100% | $300,000,000 | $37,350 | ||||
8.375% Senior Notes due 2021 | $397,610,000 | 100% | $397,610,000 | $49,503 | ||||
6.25% Senior Notes due 2021 | $291,965,000 | 100% | $291,965,000 | $36,350 | ||||
5.375% Senior Notes due 2022 | $240,805,000 | 100% | $240,805,000 | $29,980 | ||||
5.875% Senior Notes due 2024 | $421,441,000 | 100% | $421,441,000 | $52,469 | ||||
5.25% Senior Notes due 2026 | $395,535,000 | 100% | $395,535,000 | $49,244 | ||||
5.00% Senior Notes due 2027 | $347,343,000 | 100% | $347,343,000 | $43,244 | ||||
4.75% Senior Notes due 2027 | $900,000,000 | 100% | $900,000,000 | $112,050 | ||||
Guarantees of the Notes listed above by direct and indirect subsidiaries (2) | — | — | — | (3) | ||||
Total | $3,562,407,000 | 100% | $3,562,407,000 | $443,520 | ||||
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|
(1) |
(2) |
See the following pages for a list of the guarantors, all of which are |
Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees. |
The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment thatwhich specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statementthis registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Name ofCo-Registrant (1) | Jurisdiction of | I.R.S. Employer Identification No. | ||
308 Furman, Ltd. |
| |||
01-0757175 | ||||
360 Developers, LLC | 03-0469008 | |||
Ann Arundel Farms, Ltd. | 76-0594649 | |||
Aquaterra Utilities, Inc. | 59-3674555 | |||
Asbury Woods L.L.C. | 36-4491586 | |||
Astoria Options, LLC | 26-3838861 | |||
Autumn Creek Development, Ltd. | 76-0566381 | |||
Aylon, LLC | 74-3135055 | |||
Bainebridge 249, LLC | 45-5434000 | |||
Bay Colony Expansion 369, Ltd. | 01-0634897 | |||
Bay River Colony Development, Ltd. | 20-3461912 | |||
BB Investment Holdings, LLC | NV | None | ||
BCI Properties, LLC | None | |||
Bellagio Lennar, LLC | 46-0560657 | |||
Belle Meade LEN Holdings, LLC | FL | 27-1137331 | ||
Belle Meade Partners, LLC | FL | 20-3287566 | ||
Black Mountain Ranch, LLC | CA | 05-0574025 | ||
BPH I, LLC | NV | 36-4805238 | ||
Bramalea California, Inc. | CA | 95-3426206 | ||
Bressi Gardenlane, LLC | DE | 47-0876961 | ||
Builders LP, Inc. | DE | 43-1981685 | ||
CalAtlantic Group, Inc. | DE | 82-3291238 | ||
CalAtlantic Homes of Arizona, Inc. | DE | 86-0927144 | ||
CalAtlantic Homes of Georgia, Inc. | DE | 82-3201584 | ||
CalAtlantic Homes of Indiana, Inc. | DE | 59-2367217 | ||
CalAtlantic Homes of Texas, Inc. | DE | 20-4356880 | ||
CalAtlantic Homes of Washington, Inc. | DE | 82-1659080 | ||
CalAtlantic Title, Inc. | MD | 52-1640103 | ||
Cambria L.L.C. | IL | 36-4343919 | ||
Cary Woods, LLC | IL | 36-4511011 | ||
Casa Marina Development, LLC | FL | 55-0817596 | ||
Caswell Acquisition Group, LLC | DE | None | ||
Cherrytree II LLC | ||||
CL Ventures, LLC | ||||
Coco Palm 82, LLC | ||||
Colonial Heritage LLC | 20-0646289 | |||
Concord Station, LLP | FL | 20-0986458 | ||
Coventry L.L.C. | IL | 36-4511106 | ||
CP Red Oak Management, LLC | TX | None | ||
CP Red Oak Partners, Ltd. | ||||
CPFE, LLC | ||||
Creekside Crossing, L.L.C. | ||||
Danville Tassajara Partners, LLC | ||||
Darcy-Joliet L.L.C. | ||||
DBJ Holdings, LLC | ||||
None | ||||
DTC Holdings of Florida, LLC | 45-2118119 | |||
Durrell 33, LLC | NJ | 46-2498666 | ||
Estates Seven, LLC | DE | 52-2274380 | ||
EV, LLC | MD | None | ||
Evergreen Village LLC | ||||
59-3801488 | ||||
Faria Preserve, LLC | DE | 30-0884474 | ||
F&R Florida Homes, LLC | 27-2136138 | |||
F&R QVI Home Investments USA, LLC | 20-8024189 | |||
Fidelity Guaranty and Acceptance Corp. | 76-0168225 | |||
FLORDADE LLC | 38-3832923 | |||
Fox-Maple Associates, LLC | 43-1997377 | |||
Friendswood Development Company, LLC | 74-2859478 | |||
Garco Investments, LLC | 65-1151300 | |||
Greystone Construction, Inc. | ||||
86-0864245 | ||||
- 2 -
| DE | 88-0412604 | ||
|
| |||
Greywall Club L.L.C. | IL | 20-1083688 | ||
Hammocks Lennar LLC | FL | 47-2295202 | ||
Harveston, LLC | DE | 02-0613649 | ||
Haverton L.L.C. | IL | 30-0057181 | ||
HCC Investors, LLC | 33-0770138 | |||
Heathcote Commons LLC | 20-1178932 | |||
Heritage of Auburn Hills, L.L.C. | 38-3395118 | |||
Hewitts Landing Trustee, LLC | 27-2909649 | |||
Home Buyer’s Advantage Realty, Inc. | 76-0573246 | |||
Homecraft Corporation | 76-0334090 | |||
HTC Golf Club, LLC | 26-0312522 | |||
Inactive Companies, LLC |
| |||
26-2094631 | ||||
Independence L.L.C. | 76-0651137 | |||
Isles at Bayshore Club, LLC | 27-2304291 | |||
Kendall Hammocks Commercial, LLC | 30-0771295 | |||
Lagoon Valley Residential, LLC | CA | 20-2636836 | ||
Lakelands at Easton, L.L.C. | 03-0501970 | |||
LB/L-Duc III Antioch 330 LLC | None | |||
LCD Asante, LLC | ||||
26-1131090 | ||||
Legends Club, LLC | 48-1259544 | |||
Legends Golf Club, LLC | 59-3691814 | |||
LEN | 27-1077754 | |||
LEN | 27-1077269 | |||
LEN Paradise Cable, LLC | FL | 27-2559480 | ||
LEN Paradise Operating, LLC | FL | 27-2559369 | ||
Len Paradise, LLC | FL | 27-0950511 | ||
LEN-CG South, LLC | FL | 45-4599963 | ||
Lencraft, LLC | ||||
20-1749015 | ||||
LenFive, LLC | DE | 47-5614749 | ||
LenFive Opco GP, LLC | DE | 82-2601900 | ||
LenFive Sub, LLC | DE | 37-1796755 | ||
LenFive Sub Opco GP, LLC | DE | 82-2600774 | ||
LenFive Sub II, LLC | DE | 81-1803170 | ||
LenFive Sub III, LLC | DE | 37-1824677 | ||
LENH I, LLC | 56-2349820 | |||
Len-Hawks Point, LLC | 45-4049841 | |||
Lennar Aircraft I, LLC | 20-2424732 | |||
Lennar Arizona Construction, Inc. | AZ | 20-5335712 | ||
Lennar Arizona, Inc. | 20-5335505 | |||
Lennar | ||||
Lennar Associates Management, LLC | 52-2257293 | |||
Lennar Avenue One, LLC | 46-1440494 | |||
Lennar Bridges, LLC | 33-0843355 | |||
Lennar Buffington Colorado Crossing, L.P. | 20-2002341 | |||
Lennar Buffington Zachary Scott, L.P. | 20-1577414 | |||
Lennar Carolinas, LLC | 20-3150607 | |||
Lennar Central Park, LLC | 20-1087322 | |||
Lennar Central Region Sweep, Inc. | 65-1111068 | |||
Lennar Central Texas, L.P. | 20-5336543 | |||
Lennar Chicago, Inc. | 36-3971759 | |||
Lennar | ||||
Lennar Colorado, LLC | 20-0451796 | |||
Lennar Communities Development, Inc. | 86-0262130 | |||
- 3 -
| NV | 20-3035653 | ||
|
| 20-2036535 | ||
Lennar Communities, Inc. | CA | 33-0855007 | ||
Lennar Construction, Inc. | AZ | 86-0972186 | ||
Lennar Courts, LLC | FL | 46-3122365 | ||
Lennar Developers, Inc. | FL | 48-1259540 | ||
Lennar Family of Builders GP, Inc. | DE | 43-1981691 | ||
Lennar Family of Builders Limited Partnership | DE | 43-1981697 | ||
Lennar Flamingo, LLC | FL | 46-3111056 | ||
Lennar Fresno, Inc. | CA | 33-1008718 | ||
Lennar Gardens, LLC | FL | 27-4501329 | ||
Lennar Georgia, Inc. | GA | 20-8892316 | ||
Lennar Greer Ranch Venture, LLC | CA | 33-0888370 | ||
Lennar Heritage Fields, LLC | CA | 27-3194383 | ||
Lennar Hingham Holdings, LLC | 20-2866090 | |||
Lennar Hingham JV, LLC | 20-2866001 | |||
Lennar Homes Holding, LLC | 16-1641233 | |||
Lennar Homes NJ, LLC | 45-2921631 | |||
Lennar Homes of Arizona, Inc. | 65-0163412 | |||
Lennar Homes of California, Inc. | 93-1223261 | |||
Lennar Homes of Tennessee, LLC | DE | 32-0407237 | ||
Lennar Homes of Texas Land and Construction, Ltd. | 75-2792018 | |||
Lennar Homes of Texas Sales and Marketing, Ltd. | 75-2792019 | |||
Lennar | ||||
Lennar Imperial Holdings Limited Partnership | 20-2552367 | |||
Lennar International Holding, LLC | ||||
Lennar International, LLC | ||||
Lennar | ||||
26-3797850 | ||||
Lennar | ||||
20-2374724 | ||||
Lennar Mare Island, LLC | 33-0789053 | |||
Lennar Marina A Funding, LLC | 27-0762082 | |||
Lennar Massachusetts Properties, Inc. | 20-2681100 | |||
Lennar Middletown, LLC | 45-5441987 | |||
Lennar Multifamily | 45-2701002 | |||
Lennar New Jersey Properties, Inc. | 20-2681142 | |||
Lennar New York, LLC | 20-3160452 | |||
Lennar Northeast Properties LLC | NJ | 20-4874094 | ||
Lennar Northeast Properties, Inc. | 20-2552288 | |||
Lennar | ||||
45-2978961 | ||||
Lennar Pacific Properties Management, Inc. | DE | 30-0139878 | ||
Lennar Pacific Properties, Inc. | DE | 88-0412607 | ||
Lennar Pacific, Inc. | 88-0412608 | |||
Lennar PI Acquisition, LLC | 26-1531638 | |||
Lennar PI Property Acquisition, LLC | 26-1531376 | |||
Lennar PIS Management Company, LLC | 26-3218984 | |||
Lennar | ||||
46-0534484 | ||||
Lennar Port Imperial South, LLC | 20-2552353 | |||
Lennar Realty, Inc. | 76-0683361 | |||
Lennar | ||||
22-3895412 | ||||
Lennar Rialto Investment LP | 27-1437879 | |||
Lennar Riverside West Urban Renewal Company, L.L.C. | 20-2562043 | |||
Lennar Riverside West, LLC | DE | 20-2552385 | ||
Lennar Sacramento, Inc. | 33-0794993 | |||
- 4 -
| CA | 95-4716082 | ||
|
| 91-1933536 | ||
Lennar Spencer’s Crossing, LLC | DE | 20-2906597 | ||
Lennar Texas Holding Company | TX | 75-2788257 | ||
Lennar Trading Company, LP | TX | 72-1574089 | ||
Lennar Ventures, LLC | FL | 26-3103505 | ||
Lennar West Valley, LLC | CA | 20-1342854 | ||
Lennar.com Inc. | FL | 65-0980149 | ||
Lennar/LNR Camino Palomar, LLC | CA | 90-0159727 | ||
Lennar-Lantana Boatyard, Inc. | FL | 56-2321100 | ||
LEN-Ryan 1, LLC | None | |||
Len-Verandahs, LLP | 20-3021304 | |||
| ||||
LH Eastwind, LLC | 20-0097714 | |||
LH-EH Layton Lakes Estates, LLC | 04-3741040 | |||
LHI Renaissance, LLC | 02-0680656 | |||
| DE | 36-4747722 | ||
LMC Malden Station Investor, LLC | ||||
| 30-0754847 | |||
LMI | ||||
LMI Glencoe Dallas Investor, LLC | 61-1706871 | |||
LMI | ||||
| 32-0414007 | |||
LMI Las Colinas Station, LLC | ||||
LMI Naperville Investor, LLC | 37-1709704 | |||
| ||||
LMI Park Central Investor, LLC | 35-2471697 | |||
| ||||
| ||||
| ||||
| ||||
| ||||
| 38-3875832 | |||
LMI-JC, LLC | 90-0843143 | |||
| ||||
| 37-1699874 | |||
LNC at Meadowbrook, LLC | 36-0026164 | |||
LNC at Ravenna, LLC | 41-2088272 | |||
LNC Communities I, Inc. | 84-1317557 | |||
LNC Communities II, LLC | 84-1317558 | |||
LNC Communities III, Inc. | 84-1361682 | |||
LNC Communities IV, LLC | 84-1512061 | |||
LNC Communities V, LLC | 84-1513989 | |||
LNC Communities VI, LLC | 84-1556776 | |||
LNC Communities VII, LLC | 84-1534329 | |||
LNC Communities VIII, LLC | 84-1553326 | |||
| ||||
| ||||
LNC Pennsylvania Realty, Inc. | 23-2991585 | |||
Long Beach Development, LLC | 26-2321011 | |||
| ||||
Lori Gardens Associates II, LLC | 20-1944492 | |||
Lori Gardens Associates III, LLC | 20-1944674 | |||
Lori Gardens Associates, L.L.C. | NJ | 76-0664697 | ||
Lorton Station, LLC | 76-0694499 | |||
LW D’Andrea, LLC | 20-4489534 | |||
Madrona Ridge L.L.C. | 20-0278584 | |||
Madrona Village L.L.C. | 36-4343916 | |||
Madrona Village Mews L.L.C. | 36-0026266 | |||
Majestic Woods, LLC | 74-3001871 | |||
| ||||
Mid-County Utilities, Inc. | 76-0610395 | |||
Mission Viejo 12S Venture, LP | 33-0615197 | |||
Mission Viejo Holdings, Inc. | 33-0785862 | |||
| ||||
NC Properties I, LLC | 27-3443043 | |||
NC Properties II, LLC | 27-3443142 | |||
North American Asset Development, LLC | CA | 68-0239180 | ||
North American Title Company, Inc. | CA | 94-2900247 | ||
Northbridge L.L.C. | 36-4511102 | |||
Northeastern Properties LP, Inc. | 20-2552328 |
- 5 -
OHC/Ascot Belle Meade, LLC | 20-3276553 | |||
One SR, L.P. | 75-3030507 | |||
Palm Gardens At Doral Clubhouse, LLC | 26-0801736 | |||
Palm Gardens at Doral, LLC | 20-3959088 | |||
Palm Vista Preserve, LLC | 83-0426521 | |||
PD-Len Boca Raton, LLC | 20-8734358 | |||
| ||||
PG Properties Holding, LLC | 26-4059800 | |||
Pioneer Meadows Development, LLC | 20-0939113 | |||
Pioneer Meadows Investments, LLC | 20-0939094 | |||
POMAC, LLC | 11-3708149 | |||
Prestonfield L.L.C. | 36-4511103 | |||
Providence Lakes, LLP | 20-1744772 | |||
PT Metro, LLC | 45-4508755 |
|
|
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Raintree Village II L.L.C. | 20-2118282 | |||
Raintree Village L.L.C. | IL | 20-0090390 | ||
Renaissance Joint Venture | 20-0035665 | |||
Reserve @ Pleasant Grove II LLC | 90-0527127 | |||
Reserve @ Pleasant Grove LLC | 90-0527123 | |||
Reserve at River Park, LLC | 72-1537694 | |||
Reserve at South Harrison, LLC | 76-0682273 | |||
Rivendell Joint Venture | 65-0843443 | |||
Rivenhome Corporation | 76-0569346 | |||
RMV, LLC | None | |||
|
| |||
Rutenberg Homes of Texas, Inc. | 76-0215995 | |||
Rutenberg Homes, Inc. | FL | 76-0340291 | ||
Rye Hill Company, LLC | 20-0809495 | |||
| DE | 95-2635472 | ||
Ryland Homes Nevada, LLC | ||||
| ||||
| ||||
S. Florida Construction II, LLC | 72-1567303 | |||
S. Florida Construction III, LLC | 72-1567302 | |||
S. Florida Construction, LLC | FL | 71-0949799 | ||
San Lucia, LLC | 20-4372714 | |||
| ||||
Savannah Development, Ltd. | 76-0654193 | |||
Savell Gulley Development, LLC | 26-2592101 | |||
Scarsdale, LTD. | 27-0080619 | |||
Schulz Ranch Developers, LLC | 20-4092311 | |||
Seminole/70th, LLC | 56-2529886 | |||
Siena at Old Orchard | 20-1476765 | |||
South Development, LLC | 20-2581567 | |||
Southbank Holding, LLC | 45-2420546 | |||
Spanish Springs Development, LLC | 76-0672277 | |||
Spectrum Eastport, LLC | DE | 11-3698308 | ||
SPIC Del Sur, LLC | DE | 61-1694444 | ||
SPIC Dublin, LLC | DE | 61-1763029 | ||
Standard Pacific 1, Inc. | DE | 20-4356066 | ||
Standard Pacific Investment Corp. | DE | 26-2204627 | ||
Standard Pacific of Colorado, Inc. | DE | 94-3361834 | ||
Standard Pacific of Florida | FL | 26-4786185 | ||
Standard Pacific of Florida GP, Inc. | DE | 20-4356126 | ||
Standard Pacific of Las Vegas, Inc. | DE | 20-2834287 | ||
Standard Pacific of Orange County, Inc. | DE | None | ||
Standard Pacific of Tampa | FL | 81-0579276 | ||
Standard Pacific of South Florida GP, Inc., | DE | 27-0019247 | ||
Standard Pacific of the Carolinas, LLC | DE | 59-3483072 | ||
St. Charles Active Adult Community, LLC | 20-1659598 | |||
St. Charles Community, LLC | DE | 82-2955101 |
- 6 -
Stoney Corporation | 59-3374931 | |||
Stoney Holdings, LLC | 27-5428554 | |||
Stoneybrook Clubhouse, Inc. | 76-0555539 | |||
Stoneybrook Joint Venture | 59-3386329 | |||
| ||||
Strategic Holdings, Inc. | 91-1770357 | |||
Strategic Technologies, LLC | 65-0523605 | |||
Summerfield Venture L.L.C. | 20-0753624 | |||
Summerwood, | 27-0045425 | |||
SunStreet Energy Group, LLC | 90-0889251 | |||
TCO QVI, LLC | 45-3568663 | |||
Temecula Valley, LLC | 43-1971997 | |||
Terra Division, LLC | None | |||
The Baywinds Land Trust | 11-6591848 | |||
The Bridges at Rancho Santa Fe Sales Company, Inc. | 33-0886703 |
|
|
| ||
The Bridges Club at Rancho Santa Fe, Inc. | 33-0867612 | |||
The LNC Northeast Group, Inc. | 54-1774997 | |||
The Preserve at Coconut Creek, LLC | 20-3287825 | |||
The Ryland Corporation | CA | 95-4868582 | ||
Treasure Island Holdings, LLC | DE | 38-3984534 | ||
Treviso Holding, LLC | 45-1961704 | |||
| ||||
| ||||
U.S. Home Corporation | 52-2227619 | |||
U.S. Home of Arizona Construction Co. | 74-2402824 | |||
U.S. Home Realty, Inc. | 76-0136964 | |||
U.S.H. Los Prados, Inc. | 88-0232393 | |||
U.S.H. Realty, Inc. | 74-2765031 | |||
USH - Flag, LLC | FL | 26-3984776 | ||
USH Equity Corporation | 76-0450341 | |||
| ||||
USH LEE, LLC | 27-5368263 | |||
| ||||
USH Woodbridge, Inc. | 76-0561576 | |||
UST Lennar Collateral Sub, LLC | DE | 35-2560088 | ||
UST Lennar GP PIS 10, LLC | 26-3219799 | |||
UST Lennar GP PIS 7, LLC | 26-3219172 | |||
UST Lennar HW Scala SF Joint Venture | DE | 26-3262077 | ||
Valencia at Doral, LLC | 20-3959040 | |||
Vineyard Point 2009, LLC | 26-4562548 | |||
Watermark Realty, Inc. | DE | 65-0619884 | ||
Watermark Realty Referral, Inc. | FL | 59-3227694 | ||
WCI Communities, Inc. | DE | 27-0472098 | ||
WCI Communities, LLC | DE | 27-0601855 | ||
WCI Communities Management, LLC | DE | 27-0601636 | ||
WCI Communities Rivington, LLC | DE | 27-3699386 | ||
WCI Realty, Inc. | FL | 59-3408628 | ||
WCI Towers Northeast USA, Inc. | DE | 20-1656944 | ||
WCP, LLC | 51-0461143 | |||
West Chocolate Bayou Development, LLC | 26-2320867 | |||
West Lake Village, LLC | 23-2861558 | |||
West Seattle Project X, LLC | 35-2460935 | |||
West Van Buren L.L.C. | 36-4347398 | |||
Westchase, Inc. | 91-1954138 | |||
Willowbrook Investors, LLC | 76-0687252 | |||
Woodbridge Multifamily Developer I, LLC | 45-2921413 | |||
Wright Farm, L.L.C. | 76-0629136 |
(1) | The address, including zip code, and telephone number, including area code, for each of the additional registrants is 700 Northwest 107th Avenue, Miami, Florida 33172, (305) 559-4000. |
- 7 -
PROSPECTUSInformation contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED April 27, 2018
Offer to ExchangeProspectus
$3,562,407,000
LENNAR CORPORATION
Series B 4.125% Senior Notes due 2018, including related guarantees,Offers to Exchange
for Series A 4.125% Senior Notes due 2018,
$275,000,000 aggregate principal amount outstanding
The exchange offer and withdrawal rights
will expire at 5:00 p.m., New York City time,
on [—], unless we extend the exchange offer.
We are offeringup to issue our Series B 4.125% Senior Notes due 2018 (“Series B Notes”) in exchange for identical principal amounts of our outstanding Series A 4.125% Senior Notes due 2018 (“Series A Notes”, and together with the Series B Notes “Notes”). The aggregate principal amount at maturity of the Series A Notes, and therefore the$267,708,000 aggregate principal amount of Series Bits 6.625% Senior Notes that would be issued if all the Series A Notes were exchanged, is $275,000,000. The terms of the Series B Notes and the guarantees of those Series B Notes will be identical with the terms of the Series A Notes and the guarantees of those Series A Notes, except that because the issuance of the Series B Notes and the guarantees of those Series B Notes is beingdue 2020 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”)including related guarantees, for any and all of its outstanding unregistered 6.625% Senior Notes due 2020, including related guarantees;
up to $300,000,000 aggregate principal amount of its 2.95% Senior Notes due 2020 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 2.95% Senior Notes due 2020, including related guarantees;
up to $397,610,000 aggregate principal amount of its 8.375% Senior Notes due 2021 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 8.375% Senior Notes due 2021, including related guarantees;
up to $291,965,000 aggregate principal amount of its 6.25% Senior Notes due 2021 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 6.25% Senior Notes due 2021, including related guarantees;
up to $240,805,000 aggregate principal amount of its 5.375% Senior Notes due 2022 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 5.375% Senior Notes due 2022, including related guarantees;
up to $421,441,000 aggregate principal amount of its 5.875% Senior Notes due 2024 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 5.875% Senior Notes due 2024, including related guarantees;
up to $395,535,000 aggregate principal amount of its 5.25% Senior Notes due 2026 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 5.25% Senior Notes due 2026, including related guarantees;
up to $347,343,000 aggregate principal amount of its 5.00% Senior Notes due 2027 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 5.00% Senior Notes due 2027, including related guarantees; and
up to $900,000,000 aggregate principal amount of its 4.75% Senior Notes due 2027 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 4.75% Senior Notes due 2027, including related guarantees
On November 29, 2017, we issued $300,000,000 aggregate principal amount of unregistered 2.95% Senior Notes due 2020, or the Original 2.95% 2020 Notes, and $900,000,000 aggregate principal amount of unregistered 4.75% Senior Notes due 2027, or the Original 4.75% 2027 Notes, in order to fund a portion of the cash consideration payable by us in connection with our acquisition of CalAtlantic Group, Inc., there are no transfer restrictions with regardor CalAtlantic, to pay expenses related to the Series Bacquisition and for general corporate purposes. The Original 2.95% 2020 Notes and the Original 4.75% 2027 Notes were issued and sold to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act of 1933, or the guarantees of those Series B Notes.
We issuedSecurities Act, andnon-U.S. persons outside the Series A Notes on February 4, 2013United States in a transaction that was exempt from the registration requirements ofaccordance with Regulation S under the Securities Act. This
On February 20, 2018, in exchange offer is being madefor validly tendered and accepted outstanding notes with the same respective interest rates and maturities issued by CalAtlantic, we issued $267,708,000 aggregate principal amount of unregistered 6.625% Senior Notes due 2020, or the Original 6.625% 2020 Notes, $397,610,000 aggregate principal amount of unregistered 8.375% Senior Notes due 2021, or the Original 8.375% 2021 Notes, $291,965,000 aggregate principal amount of unregistered 6.25% Senior Notes due 2021, or the Original 6.25% 2021 Notes, $240,805,000 aggregate principal amount of unregistered 5.375% Senior Notes due 2022, or the
Original 2022 Notes, $421,441,000 aggregate principal amount of unregistered 5.875% Senior Notes due 2024, or the Original 2024 Notes, $395,535,000 aggregate principal amount of unregistered 5.25% Senior Notes due 2026, or the Original 2026 Notes, and $347,343,000 aggregate principal amount of unregistered 5.00% Senior Notes due 2027, or the Original 5.00% 2027 Notes. Such applicable series of Original Notes were offered for exchange, and were issued, only to “qualified institutional buyers” in accordance with a Registration Rights Agreement datedRule 144A under the Securities Act andnon-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
We refer in this prospectus to the Original 6.625% 2020 Notes, the Original 2.95% 2020 Notes, the Original 8.375% 2021 Notes, the Original 6.25% 2021 Notes, the Original 2022 Notes, the Original 2024 Notes, the Original 2026 Notes, the Original 5.00% 2027 Notes and the Original 4.75% 2027 Notes, collectively, as the Original Notes.
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of February 4, 2013 amongtransmittal, up to $267,708,000 aggregate principal amount of new 6.625% Senior Notes due 2020, or the initial purchasersNew 6.625% 2020 Notes, up to $300,000,000 aggregate principal amount of new 2.95% Senior Notes due 2020, or the New 2.95% 2020 Notes, up to $397,610,000 aggregate principal amount of new 8.375% Senior Notes due 2021, or the New 8.375% 2021 Notes, up to $291,965,000 aggregate principal amount of new 6.25% Senior Notes due 2021, or the New 6.25% 2021 Notes, up to $240,805,000 aggregate principal amount of new 5.375% Senior Notes due 2022, or the New 2022 Notes, up to $421,441,000 aggregate principal amount of new 5.875% Senior Notes due 2024, or the New 2024 Notes, up to $395,535,000 aggregate principal amount of new 5.25% Senior Notes due 2026, or the New 2026 Notes, up to $347,343,000 aggregate principal amount of new 5.00% Senior Notes due 2027, or the New 5.00% 2027 Notes, and up to $900,000,000 aggregate principal amount of new 4.75% Senior Notes due 2027, or the New 4.75% 2027 Notes, in each case, including related guarantees, for an equal principal amount of any and all outstanding Original Notes of the Series Aapplicable series, including related guarantees. We refer in this prospectus to the New 6.625% 2020 Notes, the New 2.95% 2020 Notes, the New 8.375% 2021 Notes, the New 6.25% 2021 Notes, the New 2022 Notes, the New 2024 Notes, the New 2026 Notes, the New 5.00% 2027 Notes and us.the New 4.75% 2027 Notes, collectively, as the New Notes. We refer in this prospectus to the Original Notes and the New Notes, collectively, as the Notes. We refer to the offers to exchange, collectively, as the Exchange Offers.
The Series Aterms of each series of New Notes are substantially identical to the terms of the corresponding Original Notes, except that the New Notes will be registered under the Securities Act and the Series Btransfer restrictions and registration rights and related additional interest provisions applicable to the Original Notes when issued,will not apply to the New Notes. The New Notes will be our senior, unsecuredunconditionally and unsubordinated obligationsjointly and rank equally with all of our other senior, unsecured and unsubordinated indebtedness outstanding fromtime-to-time. The Notes areseverally guaranteed by some, but not all, of our direct and indirect wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries. The guarantees by all the subsidiaries that are guaranteeingguarantee the Original Notes. Each series of New Notes will be part of the same corresponding Original Notes and will be issued under the applicable Indenture (as defined herein) pursuant to which the corresponding Original Notes were issued. The New Notes will be exchanged for Original Notes of the corresponding series in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not receive any proceeds from the issuance of New Notes (including related guarantees) in the Exchange Offers.
You may withdraw tenders of Original Notes at any time are or will be full and unconditional and joint and several. The guarantee by any subsidiary may be suspended or released under certain circumstances. See “Descriptionprior to the expiration of the Series B Notes—Exchange Offers.
The Guarantees.” The registration statement ofExchange Offers expire at 5:00 p.m. New York City time on unless extended, which this prospectus forms a part registerswe refer to as the Series B“Expiration Date.”
We do not intend to list the New Notes as well as their related guarantees.
Before theon any securities exchange offer, there has beenor to seek approval through any automated quotation system, and no active public market for the Series B Notes. We do not currently intendNew Notes is anticipated.
You should consider carefully therisk factors beginning on page 12 of this prospectus before deciding whether to listparticipate in the Series B Notes on aExchange Offers.
Neither the Securities and Exchange Commission nor any state securities exchangecommission has approved or seek approval for quotationdisapproved of the Series BNew Notes on an automated quotation system. Therefore, itor determined if this prospectus is unlikely that an active trading market fortruthful or complete. Any representation to the Series B Notes will develop. We will receive no proceeds from the exchange offer.contrary is a criminal offense.
The date of this prospectus is , 2018.
This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. ThatWe will provide this information will be made available withoutto you at no charge to our security holdersupon written or oral request directed to: Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attention: Office of the General Counsel, or upon oral request by calling our Office of the General Counsel at (305) 559-4000, or upon written request addressed559-4000. In order to Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attn: Officereceive timely delivery of any requested documents in advance of the General Counsel. To obtain timely delivery, security holders mustExpiration Date, you should make your request the information no later than , 2018, which is five full business days before [—], the expiration date of the exchange offer.
The exchange agent for the exchange offer is The Bank of New York Mellon Trust Company, N.A. This prospectus and the accompanying letter of transmittal are being distributed to holders of Series A Notes on or about [—], 2013.
Broker-dealers that receive Series B Notes for their own account in exchange for Series A Notes must acknowledge in the accompanying letter of transmittal or through an agent’s message that they will deliver a prospectus in connection with any resale of the Series B Notes. Broker-dealers that acquired Series A Notes as a result of market-making activities or other trading activities and who receive Series B Notes in exchange for those Series A Notes in the exchange offer may use this prospectus, as it may be supplemented or amended, in connection with the resale of those Series B Notes.Expiration Date.
Investment in the Series B Notes to be issued in the exchange offer involves risks. You should carefully read the “Risk Factors” section, which begins on page 9 of this prospectus, before you exchange your Series A Notes.
These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August—, 2013.
This prospectus may only be used where it is legal to make the Exchange Offers and by a broker-dealer for resales of New Notes acquired in the Exchange Offers where it is legal to do so.
ABOUT THIS PROSPECTUSWe have not authorized any person to give you any information or to make any representations about the Exchange Offers other than those contained in this prospectus. If you are given any information or representations that are not discussed in this prospectus, you must not rely on that information or those representations. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates. In addition, this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation. Neither the delivery of the prospectus nor any exchange made pursuant to this prospectus implies that any information set forth in or incorporated by reference in this prospectus is correct as of any date after the date of this prospectus.
Each broker-dealer that receives Series BNew Notes for its own account pursuant to the exchange offerExchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of those Series BNew Notes. The letters of transmittal accompanying this prospectus state that by so acknowledging and by delivering a prospectus, a broker dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented fromtime-to-time, time to time, may be used by a broker-dealer in connection with salesresales of Series BNew Notes received in exchange for Series AOriginal Notes thatwhere the Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting onfor a period of 270 days after the dayExchange Offer registration statement is declared effective, to the exchange offer expiresextent permitted by applicable policies and ending atregulations of the closeSecurities and Exchange Commission (“SEC”), the use of business on the first anniversary of that date, we will make this prospectus as amended or supplemented, availableis permitted by all persons subject to any broker-dealer for use in connectionthe prospectus delivery requirements of the Securities Act with any such resale. In addition, until [—], all dealers effecting transactions inrespect to the Series BNew Notes, may be requiredincluding, to deliver a prospectus.the extent permitted by applicable policies and regulations of the SEC, holders of the New Notes that are broker-dealers. See “Plan of Distribution.”
You should rely only on the information contained or incorporated by referenceReferences in this prospectus to the terms “Lennar,” “we,” “us,” “our” and “Company” refer to Lennar Corporation, a Delaware corporation, and not any of its subsidiaries, unless the context requires otherwise.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act. We file annual, quarterly and current reports and other information with the SEC. You can read and copy any materials that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. You can call the SEC at1-800-SEC-0330 for more information about the operation of the public reference room. Our SEC filings are also available at the SEC’s Internet website at www.sec.gov. In addition, you can read and copy our SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
We also make available on our website, www.lennar.com, free of charge, our annual, quarterly and current reports and any applicable prospectus supplement. No person has been authorizedamendments to give anythese reports, as soon as reasonably practicable after we electronically file these documents with, or furnish them to, the SEC. We do not intend for information contained on or accessible through our website to make any representations, other than those contained in this prospectus. If given or made, that information or those representations may not be relied upon as having been authorized by us. This prospectus does not constitute an offer to or solicitationpart of any person in any jurisdiction in which such an offer or solicitation would be unlawful.
You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated into this prospectus by reference is accurate as of any date other than the date ofdocuments that we file with the applicable document. Our business, financial condition, results of operations and prospects may have changed sinceSEC that date.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documentsare incorporated by reference into this prospectus.
INFORMATION WE INCORPORATE BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning mattersinformation in documents we file with it, which means that are not historical facts. These statements are often precededwe can disclose important information to you by or include the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could,” “should” or similar expressions. Forward-looking statements included orreferring you to those documents. The information incorporated by reference intois considered to be a part of this prospectus, include, but are not limitedand information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the following: our beliefextent that alla statement contained in or omitted from this prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of our segments are well positioned,this prospectus.
We incorporate by reference the documents listed below and our expectation thatany future filings we will achieve substantial profits in 2013; our expectation thatmake with the Financial Services segment will beSEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the initial filing of the registration statement of which this prospectus forms a strong profit generator in 2013; our belief that our price increases will continue to outpace costs increases; our intent to settle the 2.75% Convertible Senior Notes in cash; our expectation regarding our variability in our quarterly results; our expectation regarding the growth in the Rialto Investments’ management fees revenue and Rialto’s cash flows; our expectations regarding the renewal or replacement of our warehouse facilities; our belief regarding draws upon our bonds or letters of credit, and our belief regarding the impactpart prior to the Company if there were such a draw; our belief that our operations and borrowing resources will provide for our current and long-term capital requirements at our anticipated levels of activity; our belief regarding the sources and availability of materials and labor to our subcontractors; our belief that we have significant defenses against virtually alleffectiveness of the currently unresolved repurchase demands; our belief regarding credit losses from counterparty non-performance; our belief regarding litigation matters; our estimates regarding certain tax mattersregistration statement and accounting valuations, and our expectations regarding(2) after the result of anticipated settlements with various taxing authorities.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include the following: a delay in the recovery of real estate markets across the nation or in areas in which we build homes; changes in general economic and financial conditions in the U.S. leading to decreased demand for our services and homes, lower profit margins, reduced access to credit by us or by potential buyers of homes we build; competition for home sales from other sellers of new and resale homes; conditions in the capital, credit and financial markets, including mortgage lending standards, the availability of mortgage financing and mortgage foreclosure rates; changes in interest and unemployment rates; changes in the rate of inflation; a decline in the valuedate of the land and home inventories we maintain or possible future write-downsprospectus until the completion of the book valueoffering of our real estate assets; increasessecurities described in operating costs, including costs related to real estate taxes, construction materials, labor and insurance, and our ability to manage our cost structure; the ability of the participants in various joint ventures to honor their commitments; our ability to successfully and timely obtain land-use entitlements and address issues that arise in connection with the use and development of our land; the ability of our Rialto segment to market funds it sponsors and to make investments on terms that are attractive to it; natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage; potential liability under environmental or construction laws, or other laws or regulations affecting our business; our ability to successfully resolve litigation matters; our ability to comply with the terms of our debt instruments; and our ability to correctly estimate the impact of certain accounting and tax matters.this prospectus:
Please see
You may obtain copies of these and other risks and uncertainties which could affect our future results. We undertake no obligation to publicly revise any forward-looking statements to reflect eventsfilings without charge by requesting the filings in writing or circumstances afterby telephone at the datefollowing address.
Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida 33172
Telephone Number: (305)559-4000
Attention: Office of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are required by law to do so.
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This summary highlights information contained elsewhere in this prospectus or in documents incorporated by reference in this prospectus. This summary is not intended to be a complete description of the matters covered in this prospectus and is subject, and qualified in its entirety by reference, to the more detailed information and financial statements included or incorporated by reference in this prospectus. It does not contain all the information you should consider before deciding whether to exchange your Series A Notes for Series Binvest in the Notes. You should read the entire prospectus. Unless otherwise defined in its entirety this prospectus and the terms “the Company,” “we,” “our” or “us” refer to Lennar Corporation and its subsidiaries.documents that are incorporated by reference herein. Investing in the Notes involves risks, as described in the “Risk Factors” section.
LENNAR CORPORATIONOur Business
We are one of the nation’s largestleading homebuilders, a provider of real estate related financial services, a commercial real estate investment, investment management and finance company through our Rialto Investments segment an investor,(“Rialto”) and managera developer of funds that invest,multifamily rental properties in real estate assets.select U.S. markets primarily through unconsolidated entities. Our 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 we have investments. Our homebuilding operations are the most substantial part of our business, comprising $11.2 billion in revenues, or approximately 89% of consolidated revenues, in fiscal 2017. We conduct homebuilding activities in various states, with our largest homebuilding operations in Florida, Texas and California.
We also provide mortgage financing, title insurance and closing services for both buyers of our homes and others. Substantially all of the residential mortgage loans that we originate are sold within a short period in the secondary mortgage market on a servicing released,non-recourse basis. After the loans are sold, we retain potential liability for possible claims by purchasers that we breached certain limited industry-standard representations and warranties in the loan sale agreements. Our financial services segment operates generally in the same states as our homebuilding operations, as well as in other states.
OurThe Rialto Investments (“Rialto”) reportable segment focuses onis a commercial real estate investmentsinvestment, investment management, and asset management. Rialto utilizes its vertically-integrated investment and operating platform to underwrite, diligence, acquire, manage, workout and add value to diverse portfolios of real estate loans, properties and securities, as well as to provide strategic real estate capital.finance company. Rialto’s primary focus is to manage third partythird-party capital and to originate and sell into securitizations commercial mortgage loans. It also has invested its own capital in or commenced the workout and/or oversight of billions of dollars ofmortgage loans, properties and real estate assets across the United States, including commercial and residential real estate loans and properties, as well as mortgage backed securities with the objective of generating superior, risk-adjusted returns. To date many of its investment and management opportunities have arisen from the dislocation in the United States real estate markets and the restructuring and recapitalization of those markets.
related securities. Rialto is the sponsor of, and an investor in, private equity vehiclesseveral investment funds that invest in and manage real estate related assets. This has included Rialto Real Estate Fund I, LP to
We are actively involved, primarily through unconsolidated entities, in the development, construction and property management of multifamily rental properties. Our Lennar Multifamily segment focuses on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets.
We also own a substantial minority interest in Five Point Holdings, LLC and its subsidiary, Five Point Operating Company, LLC, which investors have contributed a total of $700 million of equity (including $75 million by us). In addition,are engaged in December 2012, Rialto Real Estate Fund II, LP had its first closing of investor commitments of $260 million (including $100 million by us). As of May 31, 2013, the equity commitments for Fund II totaled $520 million, of which $175 million had been called. The Company contributed $33.6 million as its portionthree major master planned mixed use developments in California, and we are directly engaged in aspects of the $175 million that was called. Rialto also earns fees for its role as a provider of asset management and other services to these vehicles and other third parties.developments.
For additional information, see our Annual Report on Form10-K for the fiscal year ended November 30, 2012, as amended,2017 and our Quarterly ReportsReport on Form10-Q for the quarterly periodsfiscal quarter ended February 28, 2013,2018, all of which are incorporated by reference herein.
Acquisition of CalAtlantic
On February 12, 2018, the Company completed the acquisition of CalAtlantic through a transaction in which CalAtlantic was merged with and into a wholly-owned subsidiary of the Company (“Merger Sub”), with Merger Sub continuing as amended,the surviving corporation and a subsidiary of the Company (the “Merger”). The Merger took
place pursuant to the Agreement and Plan of Merger dated as of October 29, 2017, among CalAtlantic, the Company and Merger Sub. CalAtlantic is a homebuilder which builds homes across the homebuilding spectrum, from entry level to luxury, in 43 Metropolitan Statistical Areas in 19 states and also provides mortgage, title and escrow services. At February 12, 2018, CalAtlantic owned or controlled approximately 68,000 homesites. As a result of the Merger, Lennar owns or controls approximately 258,000 homesites and is actively selling homes in over 1,300 residential communities in 21 states.
We financed a portion of the cash consideration payable by us in connection the Merger, including the payment of related fees and expenses, with the net proceeds received from the issuance and sale of the Original 2.95% 2020 Notes and the Original 4.75% 2027 Notes. In connection with the Merger, we also assumed or incurred, as applicable, an aggregate principal amount of $3.3 billion in senior notes issued by CalAtlantic or us, respectively. At the closing of the Merger, CalAtlantic had $3.0 billion aggregate principal amount of outstanding senior notes that are not convertible (the “CalAtlantic Notes”) and $275 million aggregate principal amount of outstanding convertible senior notes.
On February 20, 2018, we completed offers to exchange (the “CalAtlantic Exchange Offers”) any and all outstanding CalAtlantic Notes held by certain eligible holders for (1) up to $3.0 billion aggregate principal amount of new notes issued by Lennar having the same maturity and interest rates as the CalAtlantic Notes and (2) cash of $1 for each $1,000 principal amount of CalAtlantic Notes exchanged. Approximately 94.3%, or approximately $2.85 billion, of the CalAtlantic Notes were tendered and accepted in those exchange offers, and we issued the Original Notes and our 8.375% Senior Notes due May 31, 2013.15, 2018 pursuant to those exchange offers. We refer to the approximate $152 million of CalAtlantic Notes not tendered pursuant to the CalAtlantic Exchange Offers as the “Remaining CalAtlantic Notes”.In March 2018, holders of $6.7 million principal amount of CalAtlantic’s 1.625% convertible senior notes due 2018 and $266.2 million principal amount of CalAtlantic’s 0.25% convertible senior notes due 2019 either caused the Company to purchase them for cash or converted them into a combination of the Company’s Class A and Class B common stock and cash, resulting in the Company’s issuing approximately 3,654,000 shares of Class A common stock and 72,000 shares of Class B common stock, and paying $59.1 million in cash to former noteholders. All but $1.3 million of the convertible senior notes (such outstanding convertible senior notes, the “Convertible Senior Notes”) had either been converted or redeemed. See “Other Indebtedness” for a discussion of our Credit Agreement (as defined herein) and other indebtedness.
Corporate Information
We are a Delaware corporation.corporation founded in 1954. Our principal offices are at 700 Northwest 107th Avenue, Miami, Florida 33172. Our telephone number at these offices is (305)559-4000. Our website address is www.lennar.com. The information contained on or accessible through our website is not part of this offering memorandum.prospectus, other than the documents that we file with the SEC and incorporate by reference into this prospectus.
ISSUANCE OF
THE SERIES A NOTESEXCHANGE OFFERS
On February 4, 2013, we sold $275 million aggregate principal amount of Series A 4.125% Senior Notes due 2018 (the “Series A Notes”) to initial purchasers (the “Initial Purchasers”) in a transaction that was exempt fromThe following summary contains basic information about the registration requirementsExchange Offers. It does not contain all of the Securities Act. The Initial Purchasers subsequently resold the Series A Notes in reliance on Rule 144A or other exemptions from the registration requirementsinformation that may be important to you. For a more complete description of the Securities Act. We entered into a Registration Rights Agreement with the Initial Purchasers, pursuant to which we agreed to offer to exchange registered Series B 4.125% Senior Notes due 2018 (“Series B Notes,” and together with the Series A Notes, “Notes”) for the Series A Notes and also granted holders of Series A Notes rights under certain circumstances to have resales of Series A Notes registered under the Securities Act. We are obligated to pay additional interest on the Series A Notes because the registration statement related to the exchange offer was not filed by, and the registration statement relating to the Series B Notes and the exchange offer did not become effective by, dates specified in the Registration Rights Agreements. We are currently accruing additional interest on the Series A Notes at a rate of 0.25% per annum. As of August 1, 2013, $108,854 of additional interest had accrued. When the registration statement becomes effective, the additional interest will cease to accrue. However, because the exchange of Series B Notes for Series A Notes will not be completed by September 2, 2013, additional interest will begin to accrue again on September 3, 2013 at 0.25% per annum and will continue to accrue until that exchange is completed. The additional interest accrued for the period until September 15, 2013 will be included in the interest payment that is due on September 15, 2013.
We issued the Series A Notes under an indenture dated as of February 4, 2013, among us, the potential subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Series B Notes will also be issued under the Indenture and will be entitled to the benefits of the Indenture. The form and terms of the Series B Notes will be identical in all material respects with the form and terms of the Series A Notes, except that (1) the Series B Notes will have been registered under the Securities Act and, therefore, the global certificate (and any individual certificates) will not bear legends describing restrictions on transferring the Series B Notes represented by the certificates, and (2) holders of Series B Notes will not be, and upon the consummation of the exchange offer, holders of Series A Notes will no longer be, entitled to rights under the Registration Rights Agreement. Series A Notes that are not exchanged will continue to be subject to restrictions on transfer.
We will receive no proceeds from the exchange of the Series B Notes for the Series A Notes pursuant to the exchange offer.
THE EXCHANGE OFFERExchange Offers, see “The Exchange Offers.”
The Exchange | We are offering to exchange, | |
Notes will be | ||
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Purpose of the Exchange Offers | The New Notes (including related guarantees) are being offered to satisfy our obligations under the applicable registration rights agreement entered into at the times we issued the applicable series of Original Notes. |
Expiration Date; Withdrawal of Tenders; Return of Original Notes Not Accepted for Exchange | ||
Expiration Date. Tenders of |
Procedures for Tendering Original Notes | Each holder of Original Notes wishing to participate in the Exchange Offers must follow procedures of The Depository Trust Company’s, or DTC, Automated Tender Offer Program, or ATOP, subject to the terms and procedures of that program. The ATOP procedures require that the exchange agent receives, prior to the Expiration Date, a computer-generated message known as an “agent’s message” that is transmitted through ATOP and that DTC confirms that: |
Consequences of Failure to Exchange Original Notes | You |
Conditions to the Exchange Offers | |
The Exchange |
Exchange agent | The Bank of New York Mellon |
Certain U.S. Federal Income Tax Considerations | As described in “Certain U.S. Federal Income Tax Considerations,” the exchange | |
Risk Factors | ||
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The exchange offer applies to all $275 million aggregate principal amountfollowing is a brief summary of Series A Notes that are outstanding. The terms of the Series B Notes are identical in all material respects with those of the Series A Notes, except for certain transfer restrictions and registration rights relating to the Series A Notes. The Series B Notes will evidence the same debt as the Series A Notes for which they are exchanged and will be entitled to the benefits of the Indenture under which both the Series A Notes were, and the Series B Notes will be, issued.
The summary below describes the principal terms of the Series B Notes. CertainNew Notes and is provided solely for your convenience. It is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus. For a more detailed Description of the terms and conditions described below are subject to limitations and exceptions. TheNew Notes, see “Description of the Series B Notes” section of this prospectus contains a more detailed description of the terms and conditions of the Series BNew Notes.”
Issuer | Lennar Corporation, a Delaware corporation. |
Securities Offered |
Maturity Dates | The New 6.625% 2020 Notes will mature on May 1, 2020. |
The New 2.95% 2020 Notes will mature on November 29, 2020. |
The New 8.375% 2021 Notes will mature on January 15, 2021. |
The New 6.25% 2021 Notes will mature on December 15, 2021. |
The New 2022 Notes will mature on October 1, |
The New 2024 Notes will mature on November 15, 2024. |
The New 2026 Notes will mature on June 1, 2026. |
The New 5.00% 2027 Notes will mature on June 15, 2027. |
The New 4.75% 2027 Notes will mature on November 29, 2027. |
Interest Rates | The New 6.625% 2020 Notes will bear interest at 6.625% per year. |
The New 2.95% 2020 Notes will bear interest at 2.95% per year. |
The New 8.375% 2021 Notes will bear interest at 8.375% per year. |
The New 6.25% 2021 Notes will bear interest at 6.25% per year. |
The New 2022 Notes will bear interest at 5.375% per year. |
The New 2024 Notes will bear interest at 5.875% per year. |
The New 2026 Notes will bear interest at 5.25% per year. |
The New 5.00% 2027 Notes will bear interest at 5.00% per year. |
The New 4.75% 2027 Notes will bear interest at 4.75% per year. |
Accrual of Interest | Each series of New Notes will accrue interest from the most recent date on which interest has been paid on the corresponding Original Notes accepted in the Exchange Offers or, if no such interest has been paid as of the closing of the Exchange Offers, from the initial date from which interest accrued on the corresponding Original Notes in accordance with its terms. |
Interest Payment Dates |
New 2.95% 2020 Notes: May 29 and |
New 8.375% 2021 Notes: January 15 and July 15 of each year, beginning on July 15, 2018, payable to holders of record at the close of business on January 1 or July 1, as the case may be, immediately preceding each interest payment date. Interest will also be payable on the |
New 2022 Notes: April 1 and October 1 of each year, beginning on October 1, 2018, payable to holders of record at the close of business on March 15 or September 15, as the case may be, immediately preceding each interest payment date. Interest will also be payable on the maturity date of the New 2022 Notes. As of the closing of the Exchange Offers, the most recent interest payment date in respect of the Original 2020 Notes was April 1, 2018. |
New 2024 Notes: May 15 and November 15 of each year, beginning on November 15, 2018, payable to holders of record at the close of business on May 1 or November 1, as the case may be, immediately preceding each interest payment date. Interest will also be payable on the maturity date of the New 2024 Notes. As of the closing of the Exchange Offers, the most recent interest payment date in respect of the Original 2024 Notes will |
New 2026 Notes: June 1 and December 1 of each year, beginning on December 1, 2018, payable to holders of record at the |
New 5.00% 2027 Notes: June 15 and December 15 of each year, beginning on June 15, 2018, payable to holders of record at the |
New 4.75% 2027 Notes: May 29 and November 29 of each year, beginning on November 29, 2018, payable to |
Sinking Fund | None. |
Ranking | The |
As of |
Guarantees | All of our existing and future wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries (other than finance company subsidiaries and foreign subsidiaries) that directly or indirectly guarantee at least $75 million of our |
Redemption at our Option | We may redeem the New Notes of each series, in whole or in part, at any time and from time to time. |
We may redeem any of the |
If we redeem |
amount; or (ii) the present value of the payments of interest (excluding any interest accrued to the redemption date) and principal (including principal due on redemption) that would be due after the actual redemption date if those New Notes were redeemed on the day that is 60 days prior to their scheduled maturity date, discounted to the date of the actual redemption, on a semi-annual basis, at the applicable Treasury Rate plus 25 basis points (0.250%). If we redeem any of the New 2.95% 2020 Notes on or after the date that is 60 days prior to their scheduled maturity date, the redemption price of those New Notes will be equal to 100% of the principal amount of the New 2.95% 2020 Notes. |
If we redeem any of the New 6.25% 2021 Notes, New 2024 Notes, New 2026 Notes, New 5.00% 2027 Notes or New 4.75% 2027 Notes more than 180 days prior to the applicable scheduled maturity date, the redemption price of those New Notes will be equal to the greater of (i) 100% of their principal amount; or (ii) the present value of the |
In any redemption, we will also pay accrued and unpaid interest on the |
Offer to Repurchase Upon Change of Control Triggering Event | If there is a Change of Control Triggering Event (as defined herein) with respect to a series of New Notes, we will be required to make an offer to repurchase all the outstanding New Notes of such series at a price in cash equal to 101% of the principal amount of such series of New Notes, plus any accrued and unpaid interest to, but not including, the repurchase date. See “Description of the New Notes—Change of Control Offer.” |
Certain Indenture Provisions | The |
DTC Eligibility | The |
Form and Denomination | The |
Trading | ||
Risk Factors |
Governing Law | The New Notes and the related Indentures will be governed by the laws of the State of New York. |
Use of Proceeds | We will not receive |
Trustee, Registrar and Paying Agent | The Bank of New York Mellon. |
In this section, we describe risksThe terms of each series of New Notes (including related guarantees) are identical in all material respects to those of the corresponding Original Notes (including related guarantees), except for the transfer restrictions and registrationrights and related additional interest provisions relating to the ownershipOriginal Notes that will not apply to the New Notes. You should carefully consider the risks described below and all of Notes (including Series B Notes)the information contained in and incorporated by reference into this prospectus before making a decision on whether or not to participate in the exchange of Series A Notes for Series B Notes. Investors considering exchanging or acquiring NotesExchange Offers. In addition, you should readcarefully consider, among other things, the description of risks relating to our business includedmatters discussed under “Risk Factors” in Item 1A of our Annual Report on Form10-K for our fiscal year ended November 30, 2012, as amended,2017 and in our subsequentother filings Lennar may make from time to time with the SEC. If any of those risks develop into actual events, the exchange offer oractually occurs, our business, financial condition and results of operations cash flows, strategiescould suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.
Risks Relating to theNon-Exchanging Holders of the Original Notes
The Exchange Offers are expected to result in reduced liquidity for the Original Notes that are not exchanged.
The trading market for each series of Original Notes that are not exchanged could become more limited than the existing trading market for the Original Notes of that series and could cease to exist altogether due to the reduction in the principal amount of such Original Notes outstanding upon consummation of the Exchange Offers. A more limited trading market might adversely affect the liquidity, market price and price volatility of any series of the Original Notes. If a market for any series of Original Notes that are not exchanged exists or properties coulddevelops, such Original Notes may trade at a discount to the price at which they would trade if the principal amount outstanding were not reduced. There can be materiallyno assurance that an active market in any series of the Original Notes will exist, develop or be maintained, or as to the prices at which the Original Notes may trade, whether or not the Exchange Offers are consummated.
Holders of the Original Notes who do not tender their Original Notes will have no further registration rights under the applicable registration rights agreement.
Holders who do not tender their Original Notes, except for limited instances involving the initial purchaser or holders of Original Notes who are not eligible to participate in the Exchange Offers or who do not receive freely transferable New Notes in the Exchange Offers, will not have any further registration rights under the applicable registration rights agreement or otherwise and will not have rights to receive additional interest.
You may not be able to sell your Original Notes if you do not exchange them for corresponding New Notes in the Exchange Offers.
If you do not exchange your Original Notes for corresponding New Notes in the Exchange Offers, your Original Notes will continue to be subject to the restrictions on transfer as stated in the legend on the Original Notes. In general, you may not reoffer, resell or otherwise transfer the Original Notes in the United States unless they are:
The Company does not currently anticipate that it will register the Original Notes under the Securities Act.
Your Original Notes (including related guarantees) will not be accepted for exchange if you fail to follow the Exchange Offer procedures and, as a result, your Original Notes will continue to be subject to existing transfer restrictions and you may not be able to sell your Original Notes.
The Company will not accept your Original Notes (including related guarantees) for exchange if you do not follow the exchange offer procedures. The Company will issue New Notes as part of the Exchange Offers only after a timely receipt of your Original Notes, including an agent’s message and all other required documents. Therefore, if you want to tender your Original Notes, please allow sufficient time to ensure timely delivery. If the Company does not receive your Original Notes, agent’s message and other required documents by the expiration date of the Exchange Offers, we will not accept your Original Notes for exchange. The Company is under no duty to give notification of defects or irregularities with respect to the tenders of Original Notes for exchange. If there are defects or irregularities with respect to your tender of Original Notes, the Company will not accept your Original Notes for exchange.
If you fail to exchange your Original Notes, they will continue to be restricted securities and will likely become less liquid.
Original Notes that you do not tender, or we do not accept, will, following the Exchange Offers, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue New Notes in exchange for Original Notes of the corresponding series pursuant to the Exchange Offers only following the satisfaction of the procedures and conditions set forth in “The Exchange Offers—Procedures for Tendering Original Notes” and “The Exchange Offers—Conditions to the Exchange Offers.” These procedures and conditions include timely receipt by the exchange agent of a confirmation of book-entry transfer of the Original Notes being tendered and an agent’s message from DTC.
Because we anticipate that all or substantially all holders of Original Notes will elect to exchange their Original Notes in these Exchange Offers, we expect that the market for any Original Notes remaining after the completion of the Exchange Offers will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offers will reduce the aggregate principal amount of the Original Notes of the applicable series outstanding. If you do not tender your Original Notes following the Exchange Offers, you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes of each series is likely to be adversely affected.
Risks Relating to the Notes
The Notes are subject to the normal risks applicable to debt securities, including the possibility that the obligor will not be able to make required payments when they are due. In addition, the Notes are subject to the following risks:
Because the New Notes are structurally subordinated to the obligations of ournon-guarantor subsidiaries, your ability to be repaid may be adversely affected to the extent particular subsidiaries are not guaranteeing the New Notes at a time when you become entitled to repayment.
Substantially all of our operating assets are held by our subsidiaries. Unless a subsidiary is guaranteeing the New Notes as described under “Description of the Series BNew Notes—The Guarantees,” holders of any indebtedness or preferred stock of that subsidiary and other creditors of that subsidiary, including trade creditors, will have claims on the assets of that subsidiary that are prior to the claims of the holders of the New Notes. When the Series BNew Notes are issued, some, but not all, of our subsidiaries will be guaranteeing the New Notes, as described under “Description of the Series BNew Notes—The Guarantees.” Accordingly, when the Series BNew Notes are issued, they will be structurally subordinated to the debts,debt, preferred stock and other obligations of some of our subsidiaries. The indenturerespective indentures governing the New Notes doesdo not prohibit any of our subsidiaries from incurring additional liabilities.
As of May 31, 2013,February 28, 2018, our subsidiaries had $783.3 million$1.8 billion of indebtedness, including $667.4 million$1.5 billion of secured indebtedness. Of this amount, $425.7 million$1.3 billion ($334.7941.5 million of secured indebtedness) was indebtedness of subsidiaries that will not be guaranteeing the Series BNew Notes when they are issued.
The fact that the New Notes are unsecured may increase the possibility that you will not be fully repaid if we become insolvent.
The Series A Notes are not, and the Series BNew Notes will not be, and the Original Notes are not, secured by any of our assets or our subsidiaries’ assets. Therefore, the Series BNew Notes will be, and the Original Notes are, in effect, be junior to our secured indebtedness to the extent of the value of the assets securing that indebtedness.
In the event of our bankruptcy, liquidation, reorganization or other winding up, the holders of any secured debt would receive payments from the assets securing that debt before you receive any payments from sales of those assets. There may not be sufficient assets remaining after payment of secured debt to pay all or any of the amounts due on the Notes that are then outstanding. The indenturerespective indentures governing the Notes doesdo not prohibit us from incurring additional senior debt or secured debt, nor does itdo they prohibit any of our subsidiaries from incurring additional liabilities. Under limited circumstances, if we or a Restricted Subsidiary (i.e., an actual or potential guarantor subsidiary)of the Notes) grants a lien securing indebtedness, we or the subsidiary must equally and ratably secure the Series B Notes and, under the indentures relating to our other currently outstanding senior notes, we or the subsidiary must also equally and ratably secure those other senior notes. However, we and our subsidiaries are permitted to incur many types of secured debt without our being required to secure the Notes or our other senior notes. The Series BNew Notes will be, and the Original Notes are, effectively subordinated to that secured debt to the extent of the value of the assets securing it. See “Description of the Series BNew Notes—Certain Covenants.”
As of May 31, 2013, we had no secured debt, butFebruary 28, 2018, our subsidiaries had $667.4 million$1.5 billion of secured debt.indebtedness. Accordingly, as of May 31, 2013,February 28, 2018, the secured debt of our subsidiaries and the unsecured debt of ournon-guarantor subsidiaries totaled $758.3 million.$1.7 billion.
Fraudulent conveyance considerations.Federal and state fraudulent transfer laws may affect the enforceability of the guarantees of the Notes, which could impair your ability to receive payments with regard to the Notes.
Any time the subsidiary guarantees of the Notes are effective (see “Description of the Series B Notes—The Guarantees”),in effect, those guarantees, under fraudulent conveyance laws, might be subordinated to existing or future indebtedness incurred by the guarantor subsidiaries, or might not be enforceable, if a court or a creditor’s representative, such as a bankruptcy trustee, concluded that those subsidiaries received less than fair consideration for the guarantees and:
were rendered insolvent as a result of issuing the guarantees;
at the time they issued the guarantees, were engaged in a business or transaction for which the applicable subsidiaries’ remaining assets constituted unreasonably small capital;
at the time they issued the guarantees, intended to incur, or believed that we or they would incur, debts beyond our or their ability to pay as those debts matured; or
at the time they issued the guarantees, intended to hinder, delay or defraud our or their creditors.
The measure of insolvency varies depending upon the law of the relevant jurisdiction. Generally, however, a company is considered insolvent if its debts are greater than the fair value of its property, or if the fair saleable value of its assets is less than the amount that would be needed to pay its probable liabilities as its existing debts maturedmature and becamebecome absolute.
The subsidiary guarantees of the Notes contain terms that limit the obligations of individual subsidiaries to amounts that would not render them insolvent, even if they were required to make payments with regard to the Notes. That might avoid subordination of the guarantees under fraudulent conveyance laws in at least some jurisdictions. See “Description of the New Notes—The Guarantees.”
Any guarantees provided by our subsidiaries are subject to possible defenses that may limit your right to receive payment from the guarantors with regard to the Notes.
Although guarantees by many of our wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries, when they are in effect, (see “Description of the Series B Notes—The Guarantees”), provide the holders of the Notes with a direct claim against the assets of the those
guarantors, enforcement of the guarantees against any guarantor would be subject to certain “suretyship” defenses available to guarantors generally. Enforcement could also be subject to other defenses available to the guarantors in certain circumstances. To the extent that the guarantees are not enforceable, you would not be able to assert a claim successfully against the guarantors. See “Description of the New Notes—The Guarantees.”
All of our Existing Lennar Notes contain the same requirement to provide guarantees as the Notes and some of these Existing Lennar Notes will mature prior to certain series of the Notes.
At May 31, 2013,February 28, 2018, we had approximately $4.0$5.4 billion outstanding of our 5.50%outstanding senior notes due 2014, 5.60% senior notes due 2015, 6.50% senior notes due 2016, 4.75% senior notes due 2017, 12.25% senior notes due 2017, comprised of (excluding the Original Notes, the Convertible Senior Notes and the Remaining CalAtlantic Notes) our:
that will rankpari passu with the Series B Notes and contain requirements to provide guarantees on essentially the same terms and conditions as the Series B Notes. SomeCertain of the Existing Lennar Notes have maturity dates prior to or concurrent with the maturity of certain series of the Series B Notes. Accordingly, we will be, or may be required to repay or refinance thosesome or all of such Existing Lennar Notes before the applicable series of Notes mature. In addition, certain of the Remaining CalAtlantic Notes (representing approximately $152 million in aggregate principal amount of indebtedness as of February 28, 2018) have maturity dates prior to the maturity of certain of the Notes. See “Other Indebtedness.”
The guarantees of the Notes may be suspended or released.
The principal reason our Restricted Subsidiaries are guaranteeingwill guarantee the New Notes, and guarantee the Original Notes, is so holders of the Notes will have rights at least as great with regard to ourthose subsidiaries as any other holders of a material amount of unsecured senior debt of Lennar Corporation as a separate entity. Therefore, the guarantee of the Notes by a Restricted Subsidiary will be in effect only while that Restricted Subsidiary directly or indirectly guarantees a material amount of the debt of Lennar Corporation, as a separate entity, to others. At present, most of our homebuilding subsidiaries and some of our other subsidiaries are guaranteeing our obligations under our principal credit facility (see “Other Indebtedness”) and therefore are guaranteeing the Existing Lennar Notes and the Existing Notes.Original Notes, and will be guaranteeing the New Notes when they are issued.
OurThe subsidiaries that guarantee the New Notes when they are issued may not be guaranteeing Lennar Corporation debt at all times when Notes are outstanding. The guarantee of the Notes by aany Restricted Subsidiary will be suspended if at any time, and for so long as, that Restricted Subsidiary does not directly or indirectly guarantee at least $75 million principal amount of Lennar’sLennar Corporation’s debt (other than the Existing Lennar Notes, the Notes and any other indebtedness that contains similar guarantee suspension provisions). Therefore, if a Restricted Subsidiary ceases to guarantee directly or indirectly at least $75 million of Lennar’sLennar
Corporation’s debt obligations, that Restricted Subsidiary’s guarantee of the Notes will be suspended until such time, if any, as it is again directly or indirectly guaranteeing at least $75 million of Lennar’sLennar Corporation’s debt obligations. If our Restricted Subsidiaries guarantee Lennar Corporation revolving credit lines totaling at least $75 million, we will treat the guarantees of the Notes as remaining in effect even during periods when our borrowings under the revolving credit lines are less than $75 million.
Under the circumstances described under “Description of Series Bthe New Notes—The Guarantees,” a guarantor may be released entirely from its obligations to guarantee the Notes and the Existing Lennar Notes.
We may not be able to raise the funds necessary to finance the Change of Control Offers required by the indentures governing our senior notes, which would violate the terms of the senior notes.
Upon a Change of Control Triggering Event with respect to us, we will be required to make an offer to repurchase all the outstanding Notes at a price in cash equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest to, but not including, the repurchase date. Whenever we are required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Lennar Notes and any other senior notes with similar provisions, and we may not have sufficient funds to repurchase the Notes, the Existing Lennar Notes and such other senior notes for cash at that time. In addition, our ability to repurchase the Notes, the Existing Lennar Notes or other of our senior notes for cash may be limited by law or the terms of agreements relating to other of our indebtedness that is outstanding at the time. The failure to make a required repurchase of a series of Notes would result in a default with respect to such series of Notes under the applicable indenture governing the Notes. A default under such indenture, or our failure to purchase Existing Lennar Notes or other senior notes after a Change of Control, would also be a default under other debt securities we have issued and such default or the Change of Control itself could cause other borrowings we have incurred to become due. If the repayment of a substantial amount of indebtedness were to be accelerated, we might not have sufficient funds to repay the indebtedness and repurchase the Notes, the Existing Lennar Notes and any other senior notes containing similar provisions. See “Description of the New Notes—Change of Control Offer.”
We may incur substantially more debt or take other actions which would intensify the risks discussed above.
We and our subsidiaries have the right to incur additional debt in the future, subject to any restrictions contained in any of our debt instruments relating to indebtedness other than the Notes, some or all of which could be secured debt. We arewill not be restricted under the terms of the applicable indenture governing the Notes from incurring additional unsecured debt (there are restrictions on the secured debt we can incur without equally and ratably securing the Notes and our other senior notes), recapitalizing our debt or taking a number of other actions that could have the effect of diminishing our ability to make payments on the Notes when they are due.
Some significant restructuring transactions may not constitute a Change of Control Triggering Event,Events, in which case we would not be obligated to offer to repurchase the Notes.
If a fundamental changeChange of Control Triggering Event occurs with respect to us, you will have the right to require us to repurchase your Notes. However, the fundamental change provisions relating to a Change of Control Triggering Event will not afford protection to holders of Notes in the event of some transactions that could adversely affect the Series B Notes. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental changeChange of Control Triggering Events requiring us to offer to repurchase the Notes. In the event of any such transaction, the holders of the Notes would not have the right to require us to repurchase their Notes, even though each of those transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of Notes.
There currently is no public market for the Series B Notes, so you may be unable to sell the Series Byour Notes.
The Series BNew Notes are new securities for which there is currently no public trading market. Consequently, the Series BNew Notes may be relatively illiquid, and you may be unable to sell your Series BNew Notes. We do not intend to list the Series B
Notes on any securities exchange or to include the Series B Notes in any automated quotation system. We have been informed by the initial purchasers that (1) they have been making a market in the Series A Notes and (2) they intend to make a market in the Series B Notes, and cease making a market in the Series A Notes, after the exchange offer is completed. However, the initial purchasers may cease their market making at any time without notice. Further, those market making activities will be subject to limits imposed by the U.S. federal securities laws. In addition, the liquidity of the trading market in the Series Bany series of Notes, and the market price quoted for the Series Bsuch series of Notes, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active trading market will develop for the Series Bany series of Notes. If any of the Series B Notes are traded after their initial issuance, they may trade at a discount from their initial offering price and you may be unable to resell your Series B Notes or may be able to sell them only at a substantial discount. Future trading prices of the Series B Notes will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects.
AnyAn adverse change in the rating of thea series of Notes maycould cause their trading price to fall.
The Series A Notes are not rated and it is not expected that the Series B Notes will be rated. However, ifIf a rating service were to rate thethat rates a series of Notes and subsequently, if that rating service were to lower its rating on thesuch series of Notes below the rating it initially assigns to the Notesthem, or were to announce its intention to put thesuch series of Notes on credit watch, the trading price of the Series Bsuch series of Notes could decline.
The Notes are not protected by restrictive covenants.
The indentureindentures governing the Notes doesdo not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The indenture containsindentures contain no covenants or other provisions to afford protection to holders of the Notes in the event of a fundamental change or other corporate transaction involving us except to the extent described under “Certain Covenants—Mergers and Consolidations” and “Description of the Series B Notes—Consolidation, Merger or Sale of Assets” or “Description of the Series BNew Notes—Change of Control Offer.”
WeSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated herein by reference, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained or incorporated by reference herein may include opinions or beliefs regarding market conditions and similar matters. In many instances those opinions and beliefs are based upon general observations by members of our management, anecdotal evidence and our experience in the conduct of our businesses, without specific investigation or analyses. Therefore, while they reflect our view of the industries and markets in which we are involved, they should not be ableviewed as reflecting verifiable views or views that are necessarily shared by all who are involved in those industries or markets. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “will” or other words of similar meaning.
These forward-looking statements reflect our current views about future events and are subject to raiserisks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the funds necessaryfuture affect our actual results and could cause actual results to financediffer significantly from what is anticipated by our forward-looking statements. The most important factors that could cause actual results to differ materially from those anticipated by our forward-looking statements include, but are not limited to: our inability to acquire land at anticipated prices; increases in operating costs, including costs related to real estate taxes, construction materials, labor and insurance; unfavorable outcomes in legal proceedings; our inability to realize all of the changeanticipated synergy benefits from the Merger; a downturn in the market for residential real estate; changes in general economic and financial conditions that reduce demand for our products and services, lower our profit margins or reduce our access to credit; the possibility that we will incur nonrecurring costs that affect earnings in one or more reporting periods; decreased demand for our Lennar Multifamily rental units or difficulty selling our rental properties; the possibility that the Tax Cuts and Jobs Act will have more negative than positive impact on us; the possibility that the benefit from our increasing use of control offer requiredtechnology will not justify its cost; increased competition for home sales from other sellers of new and resale homes; negative effects of increasing mortgage interest rates; our inability to reduce the ratio of our homebuilding debt to our total capital net of cash; a decline in the value of our land inventories and resulting write-downs of the carrying value of our real estate assets; the failure of the participants in various joint ventures to honor their commitments; difficulty obtainingland-use entitlements or construction financing; natural disasters and other unforeseen events for which our insurance does not provide adequate coverage; the inability of Rialto to sell mortgages it originates into securitizations on favorable terms; new laws or regulatory changes that adversely affect the profitability of our businesses; our inability to refinance our debt on terms that are acceptable to us; and changes in accounting conventions that adversely affect our reported earnings.
The list of risks above is not exhaustive. New risk factors emerge from time to time and it is not possible for management to predict all risks that might affect our business or the New Notes. Nothing in this prospectus is intended to give assurance regarding our future results or achievements. You should not place undue reliance on the forward-looking statements contained or incorporated in this prospectus, which speaks only as of its date.
Please see our Form10-K for the fiscal year ended November 30, 2017 and other filings with the SEC for a further discussion of these and other risks and uncertainties which could affect our future results. We undertake no obligation, other than those imposed by securities laws, to publicly revise any forward-looking statements to reflect events or circumstances after the indenture governingdate of those statements or to reflect the occurrence of anticipated or unanticipated events.
The New Notes which would violate(including related guarantees) are being offered to satisfy our obligations under the applicable registration rights agreement entered into at the times we issued the applicable series of Original Notes (including related guarantees). We will not receive any cash proceeds from the issuance of the New Notes (including related guarantees). The terms of the Notes.
Upon a ChangeNew Notes (including related guarantees) are identical in all material respects to the form and terms of Control Triggering Event,the Original Notes (including related guarantees), except for the transfer restrictions and registration rights and related additional interest provisions relating to the Original Notes. In consideration for issuing the New Notes as contemplated in this prospectus, we will be required to makereceive, in exchange, an offer to repurchase all the outstanding Notes at a price in cash equal to 101% of the principal amount of the Original Notes. The Original Notes plus any accrued and unpaid interest to, but not including,surrendered in exchange for the repurchase date. To the extent that we are required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Notes and any other senior notes with similar provisions, and we may not have sufficient funds to repurchase the Notes, the Existing Notes and such other senior notes for cash at that time. In addition, our ability to repurchase the Notes or other of our senior notes for cash may be limited by law or the terms of agreements relating to other of our indebtedness that is outstanding at the time. The failure to make a required repurchase of the Notes would result in a default under the indenture governing the Notes. A default under the indenture, or the Change of Control itself, could also lead to a default under the other debt securities we have issued or could cause borrowings we have incurred to become due. If the repayment of a substantial amount of indebtedness were to be accelerated after any applicable notice or grace period, we might not have sufficient funds to repay the indebtedness and repurchase the Notes, the Existing Notes or other senior notes containing similar provisions. See “Description of Series B Notes—Change of Control Offer.”
There could be negative consequences to you if you do not exchange your Series A Notes for Series B Notes.
Holders who fail to exchange their Series A Notes for Series BNew Notes will continue to be subject to restrictions on transfer of the Series A Notes. Any Series A Notes tenderedretired and exchanged in the exchange offer will reduce the aggregate principal amount of Series A Notes outstanding. Because we anticipate that most holders will elect to exchange the Series A Notes for Series B Notes due to the absence of restrictions on the resale of Series B Notes under the Securities Act, we anticipate that the market for Series A Notes that remain outstanding after the consummation of the exchange offer, if any, willcannot be substantially limited. As a result of making the exchange offer, we will have fulfilled our obligations under the Registration Rights Agreement relating to the Series A Notes. Following the consummation of the exchange offer, holders who did not tender their Series A Notes generally will not have any further registration rights under the Registration Rights Agreement, and the Series A Notes that are not exchanged will continue to be subject to restrictions on transfer.
RATIO OF EARNINGS TO FIXED CHARGES
Six Months Ended | Years Ended November 30, | |||||||||||||||||||||||
May 31, 2013 | May 31, 2012 | 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||||
Ratio of earnings to fixed charges(1)(2) | 2.2x | 1.2x | 1.7x | 1.6x | 1.3x | —x | —x |
Three Months Ended February 28, 2018 | Years Ended November 30, | |||||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||||
Ratio of earnings to fixed charges (1) | 3.2x | 4.4x | 4.7x | 4.0x | 3.5x | 3.0x |
(1) | For the purpose of calculating the ratio of earnings to fixed charges, “earnings” consist of income before income taxes plus “fixed charges” and certain other adjustments. “Fixed charges” consist of interest incurred on all indebtedness |
There was no preferred stock outstanding for any of the periods shown above.presented. Accordingly, the ratios of earnings to combined fixed charges and preferred stock dividends were identical to the ratios of earnings to fixed charges.
We will not receive any proceeds from the exchange of the Series B Notes for the Series A Notes pursuant to the exchange offer.
The Series B Notes will be new securities for which there is no established trading market. We currently do not intend to list the Series B Notes on any securities exchange or to arrange for the Series B Notes to be quoted on any quotation system. Accordingly, it is not likely that an active trading market for the Series B Notes will develop or that any market that does develop will provide significant liquidity to holders of Series B Notes.
Our indebtedness at May 31, 2013 is listedFebruary 28, 2018 includes the Existing Lennar Notes, the Original Notes, the Remaining CalAtlantic Notes, the Convertible Senior Notes as well as certain mortgage notes on land and other debt, as further described in our Form10-Q for the table inquarter ended February 28, 2018 and other filings, which are incorporated by reference herein. With the sectionexception of this prospectus captioned “Capitalization.” None of that indebtedness,the Credit Agreement described below, other than as described in this prospectus, andor the documents incorporated by reference in it, none our indebtedness has any covenants that restrict our, or our subsidiaries’, ability to make payments on outstanding indebtedness or to pay dividends, or requires us to maintain financial attributes. All of ourthe Existing Lennar Notes have covenants, similar to those in the indentureindentures governing the New Notes, that limit our, or our subsidiaries’, ability to create liens securing indebtedness or enter into sale and leaseback transactions. We believe that we were in compliance with our debt covenants as of May 31, 2013. However, we did not file a registration statement by the required date of June 4, 2013, relating to an offer to exchange registered Series B Notes for identical principal amounts of Series A Notes, which were originally issued in transactions that were exempt from the registration requirements of the Securities Act. Because of that, we are required to pay additional interest on the Notes at the rate of 0.25% per annum, until the registration statement of which this prospectus is a part becomes effective, and additional interest will resume at the rate of 0.25% per annum on September 3, 2013 and continue to accrue until we complete the exchange offer.February 28, 2018.
In May 2012,February 2018, we entered into aamended the credit agreement (referred to in this prospectus as the(the “Credit Agreement”) with lenders for which J.P. Morgan Securities LLC is the sole bookrunner and arranger. As of May 31, 2013, the maximum aggregate commitment undergoverning our unsecured revolving credit facility. Under the Credit Facility was $525 million, of which $500 million was committed and $25 million was available, subjectAgreement, we may borrow, on a revolving basis, up to additional commitments. In June 2013, the Company increased the maximum aggregate commitment amount under the Credit Facility to $950 million, of which $917 million was committed and $33 million was available,$2.6 billion, subject to additional commitments. The maturity for $2.1 billion of the credit facility is in April 2023, with $70 million maturing in June 2018 and the remaining $50 million maturing in June 2020. As of February 28, 2018, based on our leverage ratio, the interest rate on $2.1 billion of the credit facility was LIBOR plus 1.25%, the interest rate on $70 million of the credit facility was LIBOR plus 1.25% and the interest rate on the remaining $50 million of the credit facility was LIBOR plus 1.5%. The Credit Agreement also provides that up to $500 million in commitments may be used for letters of credit. The obligor under the Credit Agreement is Lennar Corporation. Lennar’sCorporation’s obligations under the Credit Agreement are guaranteed by substantially the same subsidiaries that will be guaranteeing the Series BNew Notes and that guarantee the Existing Lennar Notes. See “Description of the Series BNew Notes—The Guarantees.”
At May 31, 2013, Lennar had $335.5 We also have $260 million of letter of credit facilities with different financial institutions. At February 28, 2018, we had $635.7 million of performance and financial letters of credit outstanding. They
Purpose of the Exchange Offers
On November 29, 2017, the Company issued and sold (i) $300 million aggregate principal amount of its Original 2.95% 2020 Notes and (ii) $900 million aggregate principal amount of its Original 4.75% 2027 Notes (together with the Original 2.95% 2020 Notes, the “November Notes”). The November Notes were issued under letter of credit facilities which, as of May 31, 2013, collectively provided commitments for an aggregate of upand sold to $400 million of letters of credit, as well as“qualified institutional buyers” in accordance with Rule 144A under individual letter of credit arrangements.
Except for the Securities Act andnon-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
On February 20, 2018, in exchange for validly tendered and accepted CalAtlantic Notes, the Company (x) issued (i) $485,626,000 aggregate principal amount of new 8.375% Senior Notes due May 15, 2018 (the “8.375% Senior Notes due 2018 Notes”), (ii) $267,708,000 aggregate principal amount of Original 6.625% 2020 Notes, (iii) $397,610,000 aggregate principal amount of Original 8.375% 2021 Notes, (iv) $291,965,000 aggregate principal amount of Original 6.25% 2021 Notes, (v) $240,805,000 aggregate principal amount of Original 2022 Notes, (vi) $421,441,000 aggregate principal amount of Original 2024 Notes, (vii) $395,535,000 aggregate principal amount of Original 2026 Notes and (viii) $347,343,000 aggregate principal amount of Original 5.00% 2027 Notes and (y) made a payment of cash in lieu of principal amounts of Original Notes for principal amounts not in integral multiples of $1,000. Such applicable series of Original Notes were offered for exchange, and were issued, only to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act andnon-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. Our 8.375% Senior Notes due 2018 that were issued in exchange for outstanding notes with the same interest rate and maturity issued by CalAtlantic are not part of this Exchange Offer, because they mature on May 15, 2018 before completion of the Exchange Offers.
The Original 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.
In connection with the rulesissuance and regulations under them, no federal or state regulatory requirements must be complied withsale of the November Notes, the Company entered into a registration rights agreement, dated November 29, 2017, by and no federal or state regulatory approvals must be obtained inamong the Company, the initial purchasers and the guarantors named therein. In connection with the exchange offer.
(In thousands, except per share amounts)
and issuance of the applicable series of Original Notes pursuant to the CalAtlantic Exchange Offers, the Company entered into a registration rights agreement, dated February 20, 2018, by and among the Company, the dealer managers and the guarantors named therein. The table below shows our capitalization asregistration rights agreements contain substantially identical terms and provide that with respect to the applicable series of Original Notes (and related guarantees) to which it existed at May 31, 2013.relates that the Company and the guarantors named therein (collectively, the “Issuers”) shall:
Actual | ||||
Debt: | ||||
5.50% senior notes due 2014 | $ | 249,464 | ||
5.60% senior notes due 2015 | 500,651 | |||
6.50% senior notes due 2016 | 249,868 | |||
12.25% senior notes due 2017 | 394,871 | |||
4.75% senior notes due 2017 | 400,000 | |||
6.95% senior notes due 2018 | 248,017 | |||
4.125% senior notes due 2018 | 274,995 | |||
2.00% convertible senior notes due 2020 | 276,500 | |||
2.75% convertible senior notes due 2020 | 408,875 | |||
3.25% convertible senior notes due 2021 | 400,000 | |||
4.750% senior notes due 2022 | 570,790 | |||
Other debt(1) | 564,313 | |||
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Total Lennar Homebuilding debt | 4,538,344 | |||
Rialto Investments debt, net(1) | 221,980 | |||
Lennar Financial Services debt | 334,741 | |||
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Total debt | $ | 5,095,065 | ||
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Stockholders’ equity: | ||||
Class A common stock of $0.10 par value per share, 173,415 shares issued(2) | $ | 17,342 | ||
Class B common stock of $0.10 par value per share, 32,983 shares issued | 3,298 | |||
Additional paid-in capital | 2,396,074 | |||
Retained earnings | 1,784,669 | |||
Treasury stock, at cost, 11,705 Class A common stock and 1,680 Class B common stock | (615,781 | ) | ||
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Total stockholders’ equity | 3,585,602 | |||
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Noncontrolling interests | 459,237 | |||
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Total equity | 4,044,839 | |||
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Total capitalization | $ | 9,139,904 | ||
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The following table sets forth selected consolidated financial and operating information about us at or for
Six Months Ended | At or for the Years Ended November 30, | |||||||||||||||||||||||||||
(Dollars in thousands, except per share amounts) | May 31, 2013 | May 31, 2012 | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||
Results of Operations: | ||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||
Lennar Homebuilding | $ | 2,149,788 | 1,432,521 | 3,581,232 | 2,675,124 | 2,705,639 | 2,834,285 | 4,263,038 | ||||||||||||||||||||
Lennar Financial Services | $ | 214,976 | 156,810 | 384,618 | 255,518 | 275,786 | 285,102 | 312,379 | ||||||||||||||||||||
Rialto Investments | $ | 51,306 | 65,680 | 138,856 | 164,743 | 92,597 | — | — | ||||||||||||||||||||
Total revenues | $ | 2,416,070 | 1,655,011 | 4,104,706 | 3,095,385 | 3,074,022 | 3,119,387 | 4,575,417 | ||||||||||||||||||||
Operating earnings (loss): | ||||||||||||||||||||||||||||
Lennar Homebuilding (1) | $ | 225,578 | 75,809 | 253,101 | 109,044 | 100,060 | (676,293 | ) | (404,883 | ) | ||||||||||||||||||
Lennar Financial Services (2) | $ | 45,274 | 26,230 | 84,782 | 20,729 | 31,284 | 35,982 | (30,990 | ) | |||||||||||||||||||
Rialto Investments | $ | 9,881 | 12,527 | 11,569 | 63,457 | 57,307 | (2,528 | ) | — | |||||||||||||||||||
Corporate general and administrative expenses | $ | 65,123 | 56,010 | 127,338 | 95,256 | 93,926 | 117,565 | 129,752 | ||||||||||||||||||||
Earnings (loss) before income taxes | $ | 215,610 | 58,556 | 222,114 | 97,974 | 94,725 | (760,404 | ) | (565,625 | ) | ||||||||||||||||||
Net earnings (loss) attributable to Lennar (3) | $ | 194,928 | 467,671 | 679,124 | 92,199 | 95,261 | (417,147 | ) | (1,109,085 | ) | ||||||||||||||||||
Diluted earnings (loss) per share | $ | 0.88 | 2.16 | 3.11 | 0.48 | 0.51 | (2.45 | ) | (7.01 | ) | ||||||||||||||||||
Cash dividends declared per each - Class A and Class B common stock | $ | 0.08 | 0.08 | 0.16 | 0.16 | 0.16 | 0.16 | 0.52 | ||||||||||||||||||||
Financial Position: | ||||||||||||||||||||||||||||
Total assets | $ | 10,494,157 | 9,351,209 | 10,362,206 | 9,154,671 | 8,787,851 | 7,314,791 | 7,424,898 | ||||||||||||||||||||
Debt: | ||||||||||||||||||||||||||||
Lennar Homebuilding | $ | 4,538,344 | 3,469,616 | 4,005,051 | 3,362,759 | 3,128,154 | 2,761,352 | 2,544,935 | ||||||||||||||||||||
Rialto Investments | $ | 259,883 | 594,915 | 574,480 | 765,541 | 752,302 | — | — | ||||||||||||||||||||
Lennar Financial Services | $ | 334,741 | 263,472 | 457,994 | 410,134 | 271,678 | 217,557 | 225,783 | ||||||||||||||||||||
Stockholders’ equity | $ | 3,585,602 | 3,177,378 | 3,414,764 | 2,696,468 | 2,608,949 | 2,443,479 | 2,623,007 | ||||||||||||||||||||
Total equity | $ | 4,044,839 | 3,779,908 | 4,001,208 | 3,303,525 | 3,194,383 | 2,558,014 | 2,788,753 | ||||||||||||||||||||
Shares outstanding (000s) | $ | 193,013 | 189,276 | 191,548 | 188,403 | 186,636 | 184,896 | 160,558 | ||||||||||||||||||||
Stockholders’ equity per share | $ | 18.58 | 16.79 | 17.83 | 14.31 | 13.98 | 13.22 | 16.34 | ||||||||||||||||||||
Lennar Homebuilding Data(including unconsolidated entities): | ||||||||||||||||||||||||||||
Number of homes delivered | 7,650 | 5,704 | 13,802 | 10,845 | 10,955 | 11,478 | 15,735 | |||||||||||||||||||||
New Orders | 9,760 | 7,503 | 15,684 | 11,412 | 10,928 | 11,510 | 13,391 | |||||||||||||||||||||
Backlog of home sales contracts | 6,163 | 3,970 | 4,053 | 2,171 | 1,604 | 1,631 | 1,599 | |||||||||||||||||||||
Backlog dollar value | $ | 1,863,171 | 1,061,448 | 1,160,385 | 560,659 | 407,292 | 479,571 | 456,270 |
Purposeconsummation of the Exchange Offer
The Registration Rights Agreement between us and the initial purchasers of the Series A Notes requires that on or before June 4, 2013, we must, at our expense and for the benefit of the holders of Series A Notes,Merger, file a registration statement with respecton an appropriate registration form relating to a registered offer to exchange Series B Notes for identical principal amounts of the Series A Notes,each Exchange Offer; and that we must
In addition, we have agreed to keep the each Exchange Offer open not less than 30 days (or longer if required by applicable law) after the date on or before July 4, 2013 and (2) completewhich notice of the exchange offer on or before August 3, 2013. We did not file that registration statement on or before June 4, 2013 and that registration statement did not become effective by July 4, 2013. Therefore,applicable Exchange Offer is mailed to the Series Aholders of the Original Notes. The New Notes are currently accruing additional interestbeing offered under this prospectus to satisfy these obligations of the Issuers under the applicable registration rights agreement entered into at the ratetimes we issued the applicable series of 0.25% per annum, causing the total interest on the Notes to accrue at the rateOriginal Notes. These Exchange Offers consist of 4.375% per annum. At August 1, 2013, $108,854nine separate Exchange Offers, one for each series of additional interest had accrued. Additional interest will continue to accrue until the registration statement of which this prospectus is a part becomes effective. Also, because the exchange offer must remain open for at least 30 days, and therefore we will not be able to complete the exchange by September 2, 2013, we will be required to pay additional interest from September 3, 2013 until we complete the exchange. The additional interest accrued for the period until September 15, 2013 will be included in the interest payment that is due on September 15, 2013. Additional interest for any subsequent period will be included in the interest payment that is due on March 15, 2014.Original Notes.
Terms of the Exchange OfferOffers
On the terms set forth in this prospectus and in the accompanying letter of transmittal, weWe are offering to issue Series B Notes in exchange, for all Series A Notes that are validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. The principal amount of the Series B Notes issued in the exchange will be the same as the principal amount of the Series A Notes for which the Series B Notes are exchanged. Holders may tender some or all of their Series A Notes in response to the exchange offer. However, Series A Notes may be tendered only in multiples of $1,000 principal amount.
The form and terms of the Series B Notes will be the same in all material respects as the form and terms of the Series A Notes (except that the Series B Notes will not contain terms with respect to transfer restrictions). The Series B Notes will be guaranteed by the same guarantors as the Series A Notes, if any. See “Description of the Series B Notes—The Guarantees.”
We will be deemed to accept all the Series A Notes that are validly tendered and not withdrawn when we give oral or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving Series B Notes from us. If any tendered Series A Notes are not accepted for exchange because of an invalid tender or otherwise, those Series A Notes will be returned, without expense, to the tendering holder promptly after the expiration date.
Holders who tender Series A Notes in response to the exchange offer will not be required to pay brokerage commissions or fees or, except as described in the instructions in the letter of transmittal, transfer taxes. We will pay all charges and expenses, other than certain taxes described below, in connection with the exchange offer.
A holder who validly withdraws previously tendered Series A Notes will not receive Series B Notes unless the Series A Notes arere-tendered before 5:00 p.m., New York City time, on the expiration date. Holders will have the right to withdraw previously tendered Series A Notes until 5:00 p.m. New York City time on the expiration date, unless the Series A Notes have already been accepted for exchange.
Interest (including additional interest) on each Series B Note will accrue from the later of (1) the last interest payment date on which interest was paid on the Series A Note that was surrendered, or (2) if the Series A Note is surrendered for exchange on a date between the record date for an interest payment and that interest payment date, the interest payment date.
Expiration Date; Extension; Termination
The exchange offer will expire at 5:00 p.m., New York City time, on [—], which will be the expiration date, unless we extend the exchange offer by notice to the exchange agent. We reserve the right to extend the exchange offer at our discretion, subject to our obligation under SEC Rule 14e-1(b) to keep the exchange offer open for at least ten business days from the date we first disseminate notice to holders of the Series A Notes of certain specified changes to the exchange offer, including any increase or decrease in the percentage of securities sought, the consideration being offered or the dealer’s soliciting fee. Further, in the event of a material change to or waiver of a material condition of the exchange offer, we would be obligated to keep the exchange offer open for a period of at least five business days following notice of such change or waiver. If we extend the exchange offer, the term “expiration date” will mean the date on which the exchange offer as extended will expire. We will notify the exchange agent of any extension by oral or written notice and we will make a public announcement of any extension not later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Immediately after the expiration date, we will accept all Series A Notes that have been properly tendered and not withdrawn.
Procedures for Tendering Notes
Any holder of Series A Notes may tender Series A Notes in response to the exchange offer. To tender Series A Notes, the holder must deliver to the exchange agent, before 5:00 p.m., New York City time, on the expiration date:
A Book-Entry Confirmation from DTC that the Series A Notes have been delivered by book-entry transfer to the account of the exchange agent with DTC; and
Either
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an Agent’s Message, which will be part of the Book-Entry Confirmation, stating the DTC has received an express acknowledgment that the applicable DTC participant has received and agrees to be bound by the exchange offer terms contained in this prospectus and the letter of transmittal, and that Lennar may enforce that agreement against the participant; and
Any other documents required by the letter of transmittal.
Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility System may make book-entry delivery of Series A Notes by causing DTC to transfer the Series A Notes into the exchange agent’s account at DTC in accordance with DTC’s transfer procedure. Because the only outstanding Series A Notes are Global Notes held by DTC, all tenders of Series A Notes must be made in that manner. Even though delivery of Series A Notes is effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile of the letter of transmittal, with any required signature guarantees and any other required documents, must be transmitted to and received or confirmed by the exchange agent at its address or facsimile number as set forth under the caption “— Exchange Agent” below before 5:00 p.m., New York City time, on the expiration date. DTC participants may, in lieu of physically completing and delivering a letter of transmittal, electronically transmit their acceptance through ATOP. DTC will then verify the acceptance and send an Agent’s Message to the exchange agent regarding the acceptance. Delivery of a document to DTC does not constitute delivery to the exchange agent.
A tender of Series A Notes by a holder will constitute an agreement by the holder to transfer the Series A Notes to us in exchange for Series B Notes onupon the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, New Notes (including related guarantees) for an equal principal amount
of the applicable series of Original Notes (including related guarantees). The terms of each series of New Notes (including related guarantees) are substantially identical in all material respects to those of the corresponding Original Notes (including related guarantees), except for the transfer restrictions and registration rights and related additional interest provisions relating to the Original Notes that will not apply to the New Notes. Each series of New Notes will be part of the same series as the corresponding Original Notes. Each series of New Notes will be entitled to the benefits of the applicable Indenture under which the corresponding Original Notes were issued. See “Description of the New Notes.”
The Exchange Offers are not conditioned upon any minimum aggregate principal amount of Original Notes of any series being tendered or accepted for exchange. As of the date of this prospectus, (i) $267,708,000 aggregate principal amount of Original 6.625% 2020 Notes, (ii) $300,000,000 aggregate principal amount of Original 2.95% 2020 Notes, (iii) $397,610,000 aggregate principal amount of Original 8.375% 2021 Notes, (iv) $291,965,000 aggregate principal amount of Original 6.25% 2021 Notes, (v) $240,805,000 aggregate principal amount of Original 2022 Notes, (vi) $421,441,000 aggregate principal amount of Original 2024 Notes, (vii) $395,535,000 aggregate principal amount of Original 2026 Notes, (viii) $347,343,000 aggregate principal amount of Original 5.00% 2027 Notes, and (ix) $900,000,000 aggregate principal amount of Original 4.75% 2027 Notes were outstanding. Original Notes tendered in the Exchange Offers must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Based on interpretations by the SEC’s staff inno-action letters issued to other parties, the Company believes that holders of New Notes may transfer the New Notes without complying with the registration and prospectus delivery requirements of the Securities Act if the holders:
(1) acquired the New Notes in the ordinary course of the holders’ business;
(2) are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the New Notes;
(3) are not affiliates of the Company within the meaning of Rule 405 under the Securities Act;
(4) are notbroker-dealers who acquired Original Notes directly from the Company; and
(5) are notbroker-dealers who acquired Original Notes as a result ofmarket-making or other trading activities.
See “Plan of Distribution.”
Eachbroker-dealer that receives New Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by suchbroker-dealer as a result ofmarket-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of New Notes. See “Plan of Distribution.”
The letters of transmittal that accompanies this prospectus state that by so acknowledging and by delivering a prospectus, abroker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. We have also agreed to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of New Notes.
Tendering holders of Original Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the applicable letter of transmittal, transfer taxes relating to the exchange of Original Notes for New Notes in the applicable Exchange Offer.
Expiration Date; Extensions; Termination; Amendments
The Exchange Offers expire on the Expiration Date, which is 5:00 p.m., New York City time, on unless we, in our sole discretion, extend the period during which the Exchange Offers are open.
We reserve the right to extend the Exchange Offers at any time and from time to time prior to the Expiration Date by giving written notice to The Bank of New York Mellon, the exchange agent, and by public announcement communicated by no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date, unless otherwise required by applicable law or regulation, by making a release to PR Newswire or other wire service. During any extension of the Exchange Offers, all Original Notes previously tendered will remain subject to the withdrawal rights describedExchange Offers and may be accepted for exchange by us.
The Exchange Date will promptly follow the Expiration Date. We expressly reserve the right to:
The methodthe Exchange Offers in any manner, whether before or after any tender of delivering the letter of transmittal (if one is being delivered) andOriginal Notes.
If any other required documents totermination or material amendment occurs, we will notify the exchange agent is atin writing and will either issue a press release or give written notice to the election and riskholders of the holder. It is recommendedOriginal Notes as promptly as practicable. Additionally, in the event of a material amendment or change in the Exchange Offers, which would include any waiver of a material condition hereof, we will extend the offer period, if necessary, so that holders use overnightat least five business days remain in the Exchange Offers following notice of the material amendment or hand delivery services. In all cases, sufficient time should be allowedchange, as applicable.
Unless we terminate the Exchange Offers prior to assure delivery to the exchange agent before 5:00 p.m., New York City time, on the Expiration Date, we will exchange the New Notes for the tendered Original Notes promptly after the Expiration Date, and will issue to the exchange agent New Notes for applicable series of Original Notes validly tendered, not validly withdrawn and accepted for exchange. Any Original Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration date.or termination of the Exchange Offers. See “—Acceptance of Original Notes for Exchange; Delivery of New Notes.”
This prospectus and the accompanying letters of transmittal and other relevant materials will be mailed or sent by us to record holders of Original Notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of Original Notes.
Procedures for Tendering Original Notes
To participate in the Exchange Offers, you must properly tender your Original Notes to the exchange agent as described below. We will only issue the New Notes in exchange for the Original Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Original Notes, and you should follow carefully the instructions on how to tender your Original Notes. It is your responsibility to properly tender your Original Notes. No applicable letter of transmittal or Series A Notesother document should be sent to us. HoldersBeneficial owners may askrequest their respective brokers, dealers, commercial banks, trust companies or nominees to assist themeffect the above transactions for them.
If you have any questions or need help in effecting tenders.exchanging your Original Notes, please contact the exchange agent at the address or telephone numbers set forth below.
Signatures onAll of the Original Notes were issued in book-entry form, and all of the Original Notes are currently represented by global certificates registered in the name of Cede & Co., the nominee of DTC. You may tender your Original Notes using ATOP. The exchange agent will make a request to establish an account with respect to the Original Notes at DTC for purposes of the Exchange Offers within two business days after this prospectus is mailed or sent to holders, and any financial institution that is a participant in DTC may make book-entry delivery
of Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender the Original Notes and that the participant agrees to be bound by the terms of the applicable letter of transmittal.
By using the ATOP procedures to exchange the Original Notes, you will not be required to deliver a letter of transmittal or a noticeto the exchange agent. However, you will be bound by its terms just as if you had signed it. The tender of withdrawal, asOriginal Notes by you pursuant to the case may be, must be guaranteed byprocedures set forth in this prospectus will constitute an eligible institution unlessagreement between you and us in accordance with the Series A Notes are being tendered forterms and subject to the account of an eligible institution. An eligible institution is a bank, broker, dealer, credit union, savings association or other entity which is a memberconditions set forth in good standing ofthis prospectus and in the Securities Transfer Agents Medallion Program.
If a letter of transmittal or any bond powers or other assignment documents are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, they should so indicate when signing, and we may require that evidence satisfactory to us of their authority to sign be submitted with theapplicable letter of transmittal.
All questions as to the validity, form, eligibility, (includingincluding time of receipt)receipt, and acceptance and withdrawalfor exchange of tendered Series Aany tender of Original Notes will be determined by us in our sole discretion, and that determination will be final and binding. We reserve the absolute right to reject any Series A Notes which areor all tenders not properly tenderedin proper form or the acceptanceacceptances for exchange of which we believe mightmay, upon advice of our counsel, be unlawful. We also reserve the right to waive any defects,defect, irregularities or conditions of tender as to particular Series A Notes, without being required to waive the same defects, irregularities or conditions as to other Series AOriginal Notes. Our interpretation of the terms and conditions of the exchange offer (includingExchange Offers, including the instructions in the applicable letter of transmittal)transmittal, will be final and binding on all parties. Unless waived, anyall defects or irregularities in connection with tenders of Series Athe Original Notes must be cured by the expiration date, or bywithin such later time as we mayshall determine. Although we intend to ask the exchange agent to notify holders of defects or irregularities with respect to tenders of Series Athe Original Notes, neither we, the exchange agent, the Trustee, nor any other person will incur any liability for failure to give such notification. Tenders of Series Athe Original Notes will not be deemed to have been made until allsuch defects andor irregularities have been cured or waived. Any Series AOriginal Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder as soon as practicable after the Expiration Date of the Exchange Offers.
In all cases, we will issue the New Notes for the Original Notes that we have accepted for exchange under the Exchange Offers only after the exchange agent receives, prior to the Expiration Date: a book-entry confirmation of such number of the Original Notes into the exchange agent’s account at DTC and a properly transmitted agent’s message.
If we do not accept any tendered Original Notes for exchange or if the Original Notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted ornon-exchanged Original Notes will be returned without expense to their tendering holder. Suchnon-exchanged Original Notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the Exchange Offers.
Each broker-dealer that receives the New Notes for its own account in exchange for the Original Notes, where those Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those New Notes. See “Plan of Distribution.”
Terms and Conditions Contained in the Letters of Transmittal
The accompanying letters of transmittal contains, among other things, the following terms and conditions, which are part of the Exchange Offers.
The transferring party tendering Original Notes for exchange will be deemed to have exchanged, assigned and transferred the Original Notes to us and irrevocably constituted and appointed the exchange agent as the transferor’s agent andattorney-in-fact to cause the Original Notes to be assigned, transferred and exchanged. The transferor will be required to represent and warrant that it has full power and authority to tender, exchange, assign and transfer the Original Notes and to acquire New Notes issuable upon the exchange of the tendered
Original Notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered Original Notes, free and clear of all liens, restrictions (other than restrictions on transfer), charges and encumbrances and that the tendered Original Notes are not and will not be subject to any adverse claim. The transferor will be required to also agree that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the tendering holders, unless otherwise provided inexchange, assignment and transfer of tendered Original Notes. The transferor will be required to agree that acceptance of any tendered Original Notes by us and the letterissuance of transmittal, promptly after the expiration date.
We have the right (subject to limitations contained in the Indenture) (1) to purchase or make offers for any Series A Notes that remain outstanding after the expiration date and (2) to the extent permitted by applicable law, to purchase Series ANew Notes in privately negotiated transactionsexchange for tendered Original Notes will constitute performance in full by us of our obligations under the registration rights agreement and that we will have no further obligations or otherwise. The termsliabilities under the registration rights agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death, bankruptcy or incapacity of any such purchases or offers could differ fromthe transferor and every obligation of the transferor will be binding upon the heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.
Upon agreement to the terms of the exchange offer.
Based on interpretations by the staffapplicable letter of transmittal pursuant to an agent’s message, a holder, or beneficial holder of the SEC set forth in no-action letters issuedOriginal Notes on behalf of which the holder has tendered, will, subject to persons unrelatedthat holder’s ability to us, we believe that a person who receives Series B Notes issued pursuantwithdraw its tender, and subject to the terms and conditions of the Exchange Offers generally, thereby certify that:
Each person who acquires Series B Notes in exchange for Series A Notes into the exchange offer will acknowledge that (1) the Series B Notes are being acquired in the ordinary course of business of theextent applicable;
If the
Each broker-dealer that will receive Series Breceives New Notes for its own account in exchange for Series AOriginal Notes thatwhere such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities the holder will, by tendering,must acknowledge that it will deliver a prospectus in connection with any resale of those Series Bsuch New Notes. The letters of transmittal state that by so acknowledging and by delivering a prospectus, a broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.
Guaranteed Delivery ProceduresWithdrawal Rights
Holders who wish to tender their Series AOriginal Notes and (1) whose Series A Notes are not immediately available, or (2) who cannot deliver their Series A Notes or any other required documentstendered pursuant to the exchange agent or cannot complete the procedure for book-entry transferExchange Offers may be withdrawn at any time prior to the expiration date, may effectExpiration Date. For a tender if:
(a) The tender is made through an eligible institution;
(b) Before the expiration date, the exchange agent receives from the eligible institutionwithdrawal to be effective, a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand) setting forth the name and address of the eligible holder, and the principal amount of Series A Notes tendered, together with a duly executedwritten letter of transmittal (or a facsimile of one), stating that the tender is being made by that notice of guaranteed delivery and guaranteeing that, within three business days after the expiration date, confirmation of a book-entry transfer into the exchange agent’s account at DTC and any other documents required by the letter of transmittal will be delivered to the exchange agent; and
(c) Confirmation of a book-entry transfer into the exchange agent’s account at DTC and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.
Upon request to the exchange agent, a form of notice of guaranteed delivery will be sent to any holder who may wish to use the guaranteed delivery procedures described above.
Withdrawal of Tenders
Except as otherwise described below, holders will have the right to withdraw previously tendered Series A Notes until 5:00 p.m. New York City time on the expiration date.
To withdraw a tender of Series A Notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent beforeat its address set forth in the accompanying letters of transmittal not later than 5:00 p.m., New York City time, on the expiration date.Expiration Date. Any notice of withdrawal must (i) specify the name of the person who tenderedholder, the Series Aprincipal amount of Original Notes delivered for exchange, a statement that such holder is withdrawing such holder’s election to have such Original Notes exchanged and the number of the account at DTC to be credited with withdrawn (ii) identifyOriginal Notes and otherwise comply with the Series AATOP procedures. The exchange agent will return properly withdrawn Original Notes promptly following receipt of notice of withdrawal. Properly withdrawn Original Notes may be retendered by following the procedures described under “—Procedures for Tendering Original Notes” above at any time on or prior to be withdrawn (including 5:00 p.m., New York City time, on
the principal amounts of the Series A Notes), (iii) be signed by the tendering noteholder in the same manner as the signature on the letter of transmittal by which the Series A Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to effect a transfer of the Series A Notes into the name of the person who withdraws the tender, and (iv) specify the name in which the withdrawn Series A Notes are to be registered, if different from that of the tendering noteholder.Expiration Date. All questions as to the validity form and eligibility (includingof notices of withdrawals, including time of receipt) of withdrawal noticesreceipt, will be determined by us, in our sole discretion, and that determination will be final and binding on all parties. Any Series ANone of the Company, the exchange agent, the Trustee or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal of tenders, or incur any liability for failure to give any such notification.
Acceptance of Original Notes that arefor Exchange; Delivery of New Notes
Upon the terms and subject to the conditions of the Exchange Offers, the acceptance for exchange of Original Notes validly tendered and not validly withdrawn and the issuance of the New Notes will be made on the Exchange Date. For purposes of the Exchange Offers, we will be deemed not to have beenaccepted for exchange validly tendered for purposes ofOriginal Notes when and if we have given written notice to the exchange offer, and no Series Bagent. The Original Notes surrendered in exchange for the New Notes will be issued with respectretired and cannot be reissued.
The exchange agent will act as agent for the tendering holders of each series of Original Notes for the purposes of receiving corresponding New Notes from us and causing the Original Notes to those withdrawn Series Abe assigned, transferred and exchanged. Original Notes unless they are validly re-tendered. Properly withdrawn Series A Notes may be re-tenderedtendered by book-entry transfer into the exchange agent’s account at any time before 5:00 p.m., New York City time, onDTC pursuant to the expiration date. Any Series A Notes that have been tendered but that are not accepted for exchange or that are withdrawnprocedures described above will be returnedcredited to an account maintained by the holder without cost towith DTC for the holderOriginal Notes, promptly after withdrawal, rejection of tender or termination of the Exchange Offers.
Conditions to the Exchange Offers
Notwithstanding any other provision of the Exchange Offers, or any extension of the Exchange Offers, we will not be required to issue New Notes in exchange offer.for any properly tendered Original Notes not previously accepted and may terminate the Exchange Offers by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to PR Newswire or other wire service, or, at our option, modify or otherwise amend the Exchange Offers, if, in our reasonable determination:
Fees and Expenses
We will bear
These conditions are for our sole benefit and may be madeasserted by us with respect to all or any portion of the Exchange Offers regardless of the circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right that may be asserted at any time or from time to time. We reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the Exchange Offers.
In addition, we reserve the right to take any action with respect to the Exchange Offer for one series of Original Notes (including, without limitation, extending, amending, terminating or waiving a condition to the Exchange Offer with respect to such series) without taking the same action with respect to the Exchange Offers for the other series of Original Notes.
Any determination by us concerning the fulfillment ornon-fulfillment of any conditions will be final and binding upon all parties.
In addition, we will not accept for exchange any Original Notes tendered, and no New Notes will be issued in exchange for any Original Notes, if at such time, any stop order has been issued or is threatened with respect to the registration statement of which this prospectus forms a part, or with respect to the qualification of the Indentures under which the Original Notes were issued under the Trust Indenture Act of 1939.
Exchange Agent
The Bank of New York Mellon has been appointed as the exchange agent for the Exchange Offers. Questions relating to the procedure for tendering, as well as requests for additional copies of this prospectus or the accompanying letters of transmittal, should be directed to the exchange agent addressed as follows:
By Overnight Delivery or Mail (Registered
or Certified Mail Recommended):
The Bank of New York Mellon, as Exchange Agent
c/o The Bank of New York Mellon Corporation
Corporate Trust Operations- Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Melissa Vollick
Phone:315-414-3349
Fax: (732)667-9408
Email: CT_REORG_UNIT_INQUIRIES@BNYMELLON.COM
Originals of all documents sent by facsimile should be promptly sent to the exchange agent by mail, facsimile, telephoneby hand or by overnight delivery service. The Trustee and the Exchange Agent are not responsible for and make no representation as to the validity, accuracy or adequacy of this prospectus and any of its contents, and are not be responsible for any of our statements or any other person in this prospectus or in person by officersany document issued or used in connection with it or the Exchange Offers. The Trustee and regular employeesthe Exchange Agent make no recommendation to any holder whether to tender Original Notes pursuant to the Exchange Offers or to take any other action.
Solicitation of ours and our affiliates.Tenders; Expenses
We have not retained any dealer-manager or similar agent in connection with the exchange offerExchange Offers and we will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer.Exchange Offers. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for itsactual and reasonableout-of-pocket expenses. The expenses in connection with the exchange offer. We may also reimburse brokerage houses and other custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of Series A Notes and in handling or forwarding tenders for exchange. We will pay the other expensesbe incurred in connection with the exchange offer,Exchange Offers, including the fees and expenses of the trustee,exchange agent and printing, accounting and legal fees, and printing costs. We will be paid by us.
No person has been authorized to give any information or to make any representations in connection with the Exchange Offers other than those contained in this prospectus. If given or made, the information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made in the Exchange Offers will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any earlier date as of which information is given in this prospectus.
The Exchange Offers are not being made to, nor will tenders be accepted from or on behalf of, holders of Original Notes in any jurisdiction in which the making of the Exchange Offers or the acceptance would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take any action as we may deem necessary to make the Exchange Offers in any jurisdiction.
Appraisal or Dissenters’ Rights
Holders of Original Notes will not have appraisal or dissenters’ rights in connection with the Exchange Offers.
Transfer Taxes
You will not be obligated to pay all transfer taxes, if any, applicable to the exchangetendering of Series AOriginal Notes for Series Bto us and the issuance of New Notes pursuantin the Exchange Offers, unless we are instructed to the exchange offer. If, however, Series Bissue or cause to be issued New Notes, or Series AOriginal Notes that are not tendered or accepted for exchangein the Exchange Offers are requested to be issued in the name ofreturned, to a person other than the registered holder, or if tendered Series A Notestendering holder. If transfer taxes are registered in the name of a person other than the person who signs the letter of transmittal, or if a transfer tax is imposed for any such other reason, other than by reasonthe amount of the exchange of Series A Notes for Series B Notes pursuant to the exchange offer, the tendering holder must pay thethose transfer taxes, (whetherwhether imposed on the registered holder or on any other person). Unlessperson, will be payable by the tendering holder.
If satisfactory evidence of payment of transfer taxes or exemption from the need to pay themthose transfer taxes is not submitted with the applicable letter of transmittal, if applicable, the amount of thethose transfer taxes will be billed directly to the tendering holder and/or withheld from any amounts due to such holder.
Income Tax Considerations
We advise you to consult your own tax advisors as to your particular circumstances and the effects of any U.S. federal, state, local ornon-U.S. tax laws to which you may refusebe subject.
The discussion in this prospectus is based upon the provisions of the Internal Revenue Code of 1986, as amended, which we refer to issue Series B Notesas the “Code,” Treasury regulations promulgated thereunder, administrative rulings and pronouncements and judicial decisions, all as in exchange for Series A Notes,effect on the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or to return Series A Notes that are not exchanged, until we receive evidence satisfactory to us that any transfer taxes payable by the holder have been paid.different interpretations.
MaterialAs described in “Certain U.S. Federal Income Tax Consequences
Important Notice:
The discussion that follows is not intended or written to be used, and cannot be used by any person, forConsiderations,” the purpose of avoiding United States Federal tax penalties, and was written in connection with this offer to exchange Series B Notes for Series A Notes. You should seek tax advice from an independent tax advisor based on your particular circumstances.
The exchange of an Original Note for an Exchange Note pursuant to the Series B NotesExchange Offer should not constitute a taxable exchange and should not result in any taxable income, gain or loss for Series A Notes in the exchange offer will be treated as a “non-event” for United States FederalU.S. federal income tax purposes, because the Series B Notes will not be considered to differ materially in kind or extent from the Series A Notes. Consequently, (1) no gain or loss should be realized by a U.S. Holder upon receipt of a Series B Note; (2) the holding period of the Series B Note should include the holding period of the Series A Note for which it is exchanged; and (3) the adjusted tax basis of the Series B Note should be the same as the adjusted tax basis immediately beforeafter the exchange, of the Series A Note for which it is exchanged. Even if the exchange of a Series A Note for a Series B Note were treated as an exchange, the exchange should constitute a tax-free recapitalization for federal income tax purposes. Accordingly, a Series B Note should have the same issue price as the Series A Note for which it is exchanged and a U.S. Holderholder should have the same adjusted tax basis and holding period in the Series Beach Exchange Note received as itsuch holder had in the Series A Note immediately before the exchange. A “U.S. Holder” means a person who is, for United States federal income tax purposes, (1) a citizen or resident of the United States; (2) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision of the United States; or (3) an estate or trust the income of which is subject to United States federal income taxation regardless of its source.
Accounting Treatment
The Series B Notes will be recorded in our accounting records at the same carrying value as the Series A Notes for which they are exchanged. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer.
Exchange Agent
The Bank of New York Mellon Trust Company, N.A. has been appointed as exchange agent for the exchange offer. All correspondence in connection with the exchange offer or the letter of transmittal should be addressedprior to the exchange agent, as follows:in the corresponding Original Note surrendered.
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Requests for additional copiesConsequences of this prospectusFailure to Exchange
As a consequence of the offer or sale of the letter of transmittal should be directedOriginal Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of Original Notes who do not exchange agent.Original Notes for New Notes in the Exchange Offers will continue to be subject to the restrictions on transfer of the Original Notes. In general, the Original Notes may not be offered or sold unless such offers and sales are registered under the Securities Act, or exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.
UPON COMPLETION OF THE EXCHANGE OFFERS, DUE TO THE RESTRICTIONS ON TRANSFER OF THE ORIGINAL NOTES AND THE ABSENCE OF SIMILAR RESTRICTIONS APPLICABLE TO THE NEW NOTES, IT IS EXPECTED THAT THE MARKET, IF ANY, FOR ORIGINAL NOTES WILL BE LESS LIQUID THAN THE MARKET FOR NEW NOTES. CONSEQUENTLY, HOLDERS OF ORIGINAL NOTES WHO DO NOT PARTICIPATE IN THE EXCHANGE OFFERS COULD EXPERIENCE SIGNIFICANT DIMINUTION IN THE VALUE OF THEIR ORIGINAL NOTES COMPARED TO THE VALUE OF THE NEW NOTES.
DESCRIPTION OF THE SERIES BNEW NOTES
WeThe following description of certain material terms of the New Notes offered hereby does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Indentures, including definitions therein of certain terms.
The New 6.625% 2020 Notes will be issued the Series A Notes,under and we will issue the Series B Notes, undergoverned by an indenture, (the “Indenture”) dated as of February 4, 2013 among20, 2018 between us the subsidiary guarantors and The Bank of New York Mellon, Trust Company, N.A., as trustee (the “Trustee”) (the “2020 Notes Indenture”). The terms of the New 6.625% 2020 Notes will include those stated in the 2020 Notes Indenture, is subjectas well as those made part of the 2020 Notes Indenture by reference to the Trust Indenture Act. The New 2.95% 2020 Notes will be issued under and governed by an indenture, dated as of November 29, 2017 between us and the Trustee (the “November Notes Indenture”). The terms of the New 2.95% 2020 Notes will include those stated in the November Notes Indenture, as well as those made part of the November Notes Indenture by reference to the Trust Indenture Act. The New 8.375% 2021 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “8.375% 2021 Notes Indenture”). The terms of the New 8.375% 2021 Notes will include those stated in the 8.375% 2021 Notes Indenture, as well as those made part of the 8.375% 2021 Notes Indenture by reference to the Trust Indenture Act. The New 6.25% 2021 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “6.25% 2021 Notes Indenture”). The terms of the New 6.25% 2021 Notes will include those stated in the 6.25% 2021 Notes Indenture, as well as those made part of the 6.25% 2021 Notes Indenture by reference to the Trust Indenture Act. The New 2022 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “2022 Notes Indenture”). The terms of the New 2022 Notes will include those stated in the 2022 Notes Indenture, as well as those made part of the 2022 Notes Indenture by reference to the Trust Indenture Act. The New 2024 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “2024 Notes Indenture”). The terms of the New 2024 Notes will include those stated in the 2024 Notes Indenture, as well as those made part of the 2024 Notes Indenture by reference to the Trust Indenture Act. The New 2026 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “2026 Notes Indenture”). The terms of the New 2026 Notes will include those stated in the 2026 Notes Indenture, as well as those made part of the 2026 Notes Indenture by reference to the Trust Indenture Act. The New 5.00% 2027 Notes will be issued under and governed by an indenture, dated as of February 20, 2018 between us and the Trustee (the “5.00% 2027 Notes Indenture”). The terms of the New 5.00% 2027 Notes will include those stated in the 5.00% 2027 Notes Indenture, as well as those made part of the 5.00% 2027 Notes Indenture by reference to the Trust Indenture Act. The New 4.75% 2027 Notes will be issued under and governed by the November Notes Indenture. The terms of the New 4.75% 2027 Notes will include those stated in the November Notes Indenture in respect of the New 4.75% 2027 Notes, as well as those made part of the November Notes Indenture by reference to the Trust Indenture ActAct. The 2020 Notes Indenture, November Notes Indenture, 8.375% 2021 Notes Indenture, the 6.25% 2021 Notes Indenture, the 2022 Notes Indenture, the 2024 Notes Indenture, the 2026 Notes Indenture and the 5.00% 2027 Notes Indenture are referred to herein collectively as the “Indentures.” The New Notes will constitute senior debt securities to be issued under the Indentures. The date of 1939,the closing of an Exchange Offer with respect to a series is referred to herein as amended (the “TIA”).the “Exchange Date.”
For purposes of this “Description of the New Notes,” we refer to the Original 6.625% 2020 Notes and the New 6.625% 2020 Notes, collectively, as the 6.625% 2020 Notes; the Original 2.95% 2020 Notes and the New 2.95% 2020 Notes, collectively, as the 2.95% 2020 Notes; the Original 8.375% 2021 Notes and the New 8.375% 2021 Notes, collectively, as the 8.375% 2021 Notes; the Original 6.25% 2021 Notes and the New 6.25% 2021 Notes, collectively, as the 6.25% 2021 Notes; the Original 2022 Notes and the New 2022 Notes, collectively, as the 2022 Notes; the Original 2024 Notes and the New 2024 Notes, collectively, as the 2024 Notes; the Original 2026 Notes and the New 2026 Notes, collectively, as the 2026 Notes; the Original 5.00% 2027 Notes and the New 5.00% 2027 Notes, collectively, as the 5.00% 2027 Notes; and the Original 4.75% 2027 Notes and the New 4.75% 2027 Notes, collectively, as the 4.75% 2027 Notes. Each series of New Notes will be part of the same series as the corresponding Original Notes and will be issued under the applicable Indenture (as defined herein) pursuant to which the corresponding Original Notes were issued.
The Company is issuing each series of New Notes in exchange for corresponding Original Notes. Each series of New Notes offered hereby and any corresponding Original Notes not tendered pursuant to the terms hereof will be treated as a single class under the applicable Indenture, including for purposes of determining whether the required percentage of holders have given approval or consent to an amendment or waiver or joined in directing the Trustee to take certain actions on behalf of the holders.
We urge you to read the applicable Indenture (including definitions of terms used therein) because it, and not this description, defines your rights as a beneficial owner of the New Notes. Any Series AOriginal Notes of a series that remain outstanding after the completion of the exchange offerExchange Offers, together with the applicable series of New Notes, will be treated under the Indenture as part of a single class of securities consistingunder the applicable Indenture in respect of the Series B Notes and the remaining Series A Notes.
We have summarized in this section the principal terms of the Series B Notes and the Indenture under which they were issued. You should read the Indenture and the Series B Notes for additional information, because those documents define your rights as a holdersuch series of Notes. You may request copies of these documentsthe Indentures from us at our address shownset forth under the caption “Incorporation by Reference” elsewhere“Where You Can Find More Information” in this prospectus.
Capitalized terms used herein but not defined in this section have the meanings specified in the Indenture. For purposes of this “Description ofIndentures. As used in the Series B Notes,following description, the terms “Lennar,” “we,” “us,” “our” or “us” refersand “Company” refer to the Lennar Corporation, a Delaware corporation, and does not include ourany of its subsidiaries, except in references to financial data determined on a consolidated basis. Except whereunless the context otherwise requires references to “interest” include any “Additional Interest” that may accrue.otherwise.
General
The Series BEach series of New Notes will be our direct, unsecured obligations and will rank equal in right of payment by us with all of our other unsecured and unsubordinated indebtedness from time to time outstanding.
The Series BNew Notes of each series will be issued in denominations of $1,000$2,000 principal amount and integral multiples of $1,000 in excess of that amount and will be payable, and may be presented for registration of transfer and exchange, without service charge, at the Trustee’s office or agency in Jacksonville, Florida.New York, New York.
The Series B Notes are limited in aggregate principal amount of the New Notes offered here by will be equal to $275 million, butthe aggregate principal amount of the applicable series of Original Notes that are validly tendered and accepted by the Company, which will be up to $3,562,407,000 comprised as follows:
The New Notes of each series will be issued only in fully registered form without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The New Notes are general
unsecured senior obligations of Lennar and will rank equally in right of payment with all of our other unsecured senior indebtedness, whether currently existing or incurred in the future. The New Notes will be senior in right of payment to any subordinated indebtedness we may without consent of the Holders, “reopen” the Notes and issue additional Series B Notes at any time on the same terms and conditions and with the same CUSIP number as the Series B Notes we offer by this prospectus. The Series B Notes will mature on December 1, 2018. Interest on the Series B Notes will accrue at 4.125% per annumincur, and will be effectively junior in right of payment to our secured indebtedness to the extent of the value of the collateral securing that indebtedness. As of February 28, 2018, our subsidiaries had $1.5 billion of secured indebtedness.
The New 6.625% 2020 Notes will bear interest at a fixed rate per year of 6.625% with interest payable semi-annuallysemiannually on each May 1 and November 1, beginning on November 1, 2018, to holders of record on the preceding April 15 and October 15, as the case may be. The New 2.95% 2020 Notes will bear interest at a fixed rate per year of 2.95% with interest payable semiannually, on each May 29 and November 29, beginning on November 29, 2018, to holders of record on the preceding May 15 and November 15, as the case may be. The New 8.375% 2021 Notes will bear interest at a fixed rate per year of 8.375% with interest payable semiannually on each January 15 and July 15, beginning on July 15, 2018, to holders of record on the preceding January 1 and July 1, as the case may be. The New 6.25% 2021 Notes will bear interest at a fixed rate per year of 6.25% with interest payable semiannually on each June 15 and December 15, beginning on June 15, 2018, to holders of record on the preceding June 1 and December 1, as the case may be. The New 2022 Notes bear interest at a fixed rate per year of 5.375% with interest payable semiannually on each April 1 and October 1, beginning on October 1, 2018, to holders of record on the preceding March 15 and September 15, as the case may be. The New 2024 Notes will bear interest at a fixed rate per year of 5.875% with interest payable semiannually on each May 15 and November 15, beginning on November 15, 2018, to holders of record on the preceding May 1 and November 1, as the case may be. The New 2026 Notes will bear interest at a fixed rate per year commencing Septemberof 5.25% with interest payable semiannually on each June 1 and December 1, beginning on December 1, 2018, to holders of record on the preceding May 15 2013. Interestand November 15, as the case may be. The New 5.00% 2027 Notes will also bebear interest at a fixed rate per year of 5.00% with interest payable semiannually on each June 15 and December 15, beginning on June 15, 2018, to holders of record on the preceding June 1 and December 1, as the case may be. The New 4.75% 2027 Notes will bear interest at a fixed rate per year of 4.75% with regardinterest payable semiannually on each May 29 and November 29, beginning on Novemeber 29, 2018, to holders of record on the Series Bpreceding May 15 and November 15, as the case may be. Each series of New Notes will accrue interest from the most recent date on their maturity date. If anywhich interest has been paid on the corresponding Original Notes accepted in the Exchange Offers or, if no such interest has been paid as of the closing of the Exchange Offers, from the initial date from which interest accrued on the corresponding Original Notes in accordance with its terms. In each case, if the record date for the first interest payment date maturityoccurs on or prior to the Exchange Date, the record date or redemption date is not a Business Day, thenfor the first interest payment date will be postponed until the first following Business Day and no additional interest will accrue.
“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a legal holiday in New York, New York.
We will pay interest to the persons in whose names the Series B Notes are registered atdeemed the close of business on the March 1 or September 1, as applicable, before theday prior to such interest payment date; provided that the interest payable at the maturity date or on a redemption date will be paid to the person to whom principal is payable.date.
Interest on the Series BNew Notes will accruebe calculated on the basis of a360-day year comprised of twelve30-day months.
Each series of New Notes will initially be evidenced by one or more global notes deposited with a custodian for, and registered in the name of, Cede & Co., as nominee of The Depository Trust Company (“DTC”). Except as described herein, beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants. We do not intend to list the New Notes on any national securities exchange or include the New Notes in any automated quotation systems.
Payments of principal of and interest on the New Notes issued in book-entry form will be made as described below under “Book-Entry Delivery and Form—Depositary Procedures.” Payments of principal of and interest on the New Notes issued in definitive form, if any, will be made as described below under “Book-Entry Delivery and Form—Payment and Paying Agent.”
Interest payable on any interest payment date or the maturity date will be the amount of interest accrued from, and including, the most recentnext preceding interest payment date toin respect of which interest has been paid or duly provided for (or from and including (x) the most recent date on which interest has been paid on the corresponding
series of Original Notes accepted in the Exchange Offers or (y) if no such interest has been paid on the corresponding series of Original Notes as of the closing of the Exchange Offers, the initial date from which interest accrued on the corresponding series of Original Notes accepted in the Exchange Offers in accordance with the terms of such series, if no interest has been paid or duly provided for with respect to the New Notes) to, but not including, such interest payment date or maturity date, as the case may be. If an interest payment date or the maturity date falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due. No interest will accrue on such payment for the period from and includingafter such interest payment date or the maturity date, as the case may be, to the date of issuance. There is no sinking fund applicablesuch payment on the next succeeding Business Day. The term “Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York or the city where the corporate trust business of the Trustee with respect to the Series B Notes.Indentures is principally administered at any particular time are required or authorized to close or be closed.
In connection withWe may, without notice to or consent of the Series Bholders or beneficial owners of the New Notes, we have not agreed to any financial covenants or any restrictions onissue additional notes of a particular series having the payment of dividends or the issuance or repurchase of our securities. We have agreed to no covenants same ranking, interest rate, maturity and/or other provisions to protect Holders (as defined below)terms as a series of New Notes offered hereby (except for the offering price, date of issuance and, if applicable, the initial interest payment date); provided, that if such additional notes are not fungible with such New Notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number. Any such additional notes issued will be considered part of the Series Bsame series of New Notes inunder the eventapplicable Indenture as the applicable New Notes offered hereby.
The Indentures do not contain any provisions that would limit our ability to incur additional unsecured indebtedness or require the maintenance of a highly leveraged transaction.financial ratios or specified levels of net worth or liquidity.
Redemption at Our Option
We may, at our option, redeem the Series B Notes as parta series of a redemption of the Notes in whole or in part at any time and from time to time. If we
We may redeem Series Bany of the 6.625% 2020 Notes, more than 60 days prior8.375% 2021 Notes or the 2022 Notes at any time or in part from time to their scheduled maturity date, thetime at a redemption price will beof such Notes equal to the greater of:
100% of their principal amount; or
the present value of the Remaining Scheduled Payments (as defined below) on the Series Bsuch Notes being redeemed, discounted to the date of the redemption, on a semi-annual basis, at the Treasury Rate applicable to such Notes plus 50 basis points (0.50%(0.500%).
If we redeem Series Bany of the 2.95% 2020 Notes more than 60 days prior to their scheduled maturity date, the redemption price of such Notes will be equal to the greater of:
If we redeem any of the 2.95% 2020 Notes on or after the date that is 60 days prior to thetheir scheduled maturity date, the redemption price of such Notes will be equal to 100% of the Series Bprincipal amount of such Notes being redeemed.
If we redeem any of the 6.25% 2021 Notes, 2024 Notes, 2026 Notes, 5.00% 2027 Notes or 4.75% 2027 Notes more than 180 days prior to their scheduled maturity date, the redemption price of such Notes will be equal to the greater of:
If we redeem any of the 6.25% 2021 Notes, 2024 Notes, 2026 Notes, 5.00% 2027 Notes or 4.75% 2027 Notes on or after the date that is 180 days prior to their scheduled maturity date, the redemption price will be equal to 100% of the principal amount of the Series B Notes.such Notes being redeemed.
In any redemption, we will also pay accrued interest on the Series B Notes being redeemed to, but not including, the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a360-day year consisting of twelve30-day months.
Any redemption will be on at least 30, but not more than 60, days’ prior notice.notice to the holders of such Notes.
If money sufficient to pay the redemption price of and accrued interest on the Series Bapplicable series of Notes to be redeemed is deposited with the Trustee on or before the redemption date, beginning on the redemption date interest will cease to accrue on the Series Bapplicable series of Notes (or the portion of them) called for redemption and those Series B Notes will cease to be outstanding.
“Comparable Treasury Issue” means the United States Treasury security selected by thea Reference Treasury Dealer for a series of Notes as having a maturity comparable to the remaining term of the Series Bsuch series of Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Series Bsuch series of Notes.
“Comparable Treasury Price” means, with respect to a series of Notes and any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue for such series of Notes (expressed in each case as a percentage of its principal amount) on the third business dayBusiness Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any successor release) is not published or does not contain such price on such business day,Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations for such series of Notes, or (B) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations for such series of Notes, the average of all such quotations.
“Quotation Agent ”Agent” means any Reference Treasury Dealer appointed by us.
“Reference Treasury Dealer” means, with respect to (i) the 2.95% 2020 Notes and the 4.75% 2027 Notes, (A) each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, UBS Securities LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc. or, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (or its affiliate that is a Primary Treasury Dealer);Goldman, Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC; provided, however, that if any of them shall cease to be a primary U.S. Governmentgovernment securities dealer in the United States (a “PrimaryNew York City (“Primary Treasury Dealer”), we will substitute another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us; and with respect to (ii) each series of Notes (other than the 2.95% 2020 Notes and the 4.75% 2027 Notes), (A) each of 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; provided, however, that if any of them shall cease to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer for a series of Notes and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue for such series of Notes (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on the third business dayBusiness Day preceding such redemption date.
“Remaining Scheduled Payments” means, with respect to any Note of a series that is redeemed, the remaining scheduled payments of interest and the payment of principal (or the portion of the principal) that iswould have been due with regard to be redeemed and interest thereon that would be dueNote after the relatedactual redemption date (a) to the applicable scheduled maturity date but for such redemption;redemption in the case of the 6.625% 2020 Notes, 8.375% 2021 Notes or the 2022 Notes, (b) to the scheduled maturity date assuming that the scheduled maturity date was the day that is 60 days before the scheduled maturity date in the case of the 2.95% 2020 Notes and (c) to the applicable scheduled maturity date assuming that the scheduled maturity date was the day that is 180 days before the applicable scheduled maturity date in the case of the 6.25% 2021 Notes, 2024 Notes, 2026 Notes, 5.00% 2027 Notes or 4.75% 2027 Notes; provided, however, that, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereonwith respect to such Note will be reduced by the amount of interest accrued thereonwith respect to such Note to such redemption date.
“Treasury Rate” means, with respect to any series of Notes and any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue for such series of Notes, assuming a price for the Comparable Treasury Issue for such series of Notes (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such series of Notes and for such redemption date.
The Guarantees
The guarantor Subsidiaries are all 100% owned by us. Each guarantor Subsidiary will, in the circumstances described below (but only in those circumstances), unconditionally guarantee, jointly and severally with the other subsidiariesSubsidiaries that are guaranteeing the New Notes, all of our obligations under the New Notes and the Indenture,Indentures, including our obligations to pay principal, premium, if any, and interest with respect to the New Notes. The guarantees will be general unsecured obligations of the guarantors and will rankpari passu with all existing and future unsecured indebtedness of the guarantors that is not, by its terms, expressly subordinated in right of payment to the guarantees or to other senior indebtedness of the guarantors. The obligations of each guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such guarantor and after giving effect to any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the applicable Indenture, will result in the obligations of such guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each guarantor that makes a payment or distribution under a guarantee will be entitled to a contribution from each other guarantor in an amountpro rata,based on the net assets of each guarantor, determined in accordance with United States generally accepted accounting principles, or GAAP. While any of our wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries is guaranteeing the New Notes, its guarantee will be full and unconditional, and joint and several with the guarantees of all our other wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries that are guaranteeing the New Notes, subject to limitations intended to prevent the guarantees from constituting fraudulent conveyances or fraudulent transfers under federal or state law.
The Indenture requiresIndentures require that, except as described below, each of our existing and future wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries (other than any foreign Subsidiary and any finance company Subsidiary)Subsidiaries and foreign Subsidiaries) guarantee the New Notes if that Subsidiary guarantees any of our (i.e., Lennar Corporation’s) Indebtedness or guarantees the obligations of any Subsidiary as a guarantor of our (i.e., Lennar Corporation’s) Indebtedness (each such Subsidiary, a “guarantor”). At the date of this prospectus, all of our wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries (other than our finance company Subsidiaries, our Subsidiaries that are involved(1) engage in owning, financingthe mortgage banking business, (2) own, finance, manage or managing distressedservice real estate assets (i.e., the Subsidiariessubsidiaries in our Rialto segment), (3) engage in the development, investment and our Subsidiaries thatmanagement of commercial or mixed use properties, (4) engage in the development, investment and management of multi-family rental properties, (5) engage in the installation, development, ownership, servicing, sale or lease of solar power systems or sale of solar power, (6) are prohibited from delivering a guarantee by law, rule, regulation or an agreement, or (7) individually have a net worth of less than $10 million or less and collectively have an aggregate net worth of not more than $50$75 million) are guaranteeingguarantee our obligations under the Credit Agreement (see “Other Indebtedness”). Accordingly, all of the Subsidiaries that guarantee our obligations
under the Credit Agreement (except our finance company Subsidiaries and thereforeour foreign Subsidiaries) will be guaranteeingguarantee the Series BNew Notes when they are issued. While any
The obligations of our wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries is guaranteeing the Notes, its guaranteea guarantor will be full and unconditional, and joint and several with the guarantees by all the other of our wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries that are guaranteeing the Notes, subject to limitations intended to prevent the guarantees from constituting fraudulent conveyances or fraudulent transfers under federal or state law.
Any guarantee of the Notes by a Restricted Subsidiary will beautomatically suspended, and that Restricted Subsidiaryguarantor will not be a guarantor (but will remain a Restricted Subsidiary) and will not have any obligations with regard to the New Notes, during any period when the principal amount of our (i.e., Lennar Corporation’s) obligations or of any Subsidiary’s obligations as a guarantor of our (i.e., Lennar Corporation’s) obligations, in each case other than the New Notes and any other Indebtedness containing provisions similar to this, that the Restricted Subsidiaryguarantor is guaranteeing totals less than $75 million. Additionally, if any guarantor is released from its guarantee (rather than a suspension of its guarantee) of the outstanding Indebtedness of us or the obligations of any other Restricted Subsidiary as a guarantor of our Indebtedness, that guarantor will automatically be released from its obligations as a guarantor under the Indenture, and from and after the date of that release, that guarantor will cease to constitute a guarantor of the New Notes and will not be a Restricted Subsidiary.
The Indenture providesIndentures provide that if all or substantially all of the assets of any guarantor or all of the capital stock of any guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by us or any of our Subsidiaries (other than in each case to us or an affiliate of ours or any of our Subsidiaries), then that guarantor or the Person acquiring those assets (in the event of a sale or other disposition of all or substantially all of the assets of the guarantor) will be deemed automatically and unconditionally released and discharged from all of its obligations under theeach Indenture without any further action on the part of the Trustee or any Holder of theNew Notes.
Change of Control Offer
If a Change of Control Triggering Event occurs, unless we have exercised our option to redeem the Notes by notifying the noteholders to that effect as described above, we will be required to make an offer (a “Change of Control Offer”) to each holderHolder of Notes to repurchase all or any part (equal to $1,000 or integral multiples of that amount) of that holder’sHolder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes that are repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailedsent to holdersHolders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days fromafter the date that notice is mailed,sent, other than as may be required by law (a “Change of Control Payment Date”). The notice will, if mailedsent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.
On each Change of Control Payment Date, we will, to the extent lawful:
accept for payment all Notes or portions of Notes that are properly tendered in response to the Change of Control Offer;
deposit with the paying agentPaying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes that are properly tendered; and
deliver or cause to be delivered to the Trustee the Notes that are properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for in the applicable Indenture to the Change of Control Offer and to the repurchase by us of Notes pursuant to the Change of Control Offer have been complied with.
We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance
with the requirements for an offer made by us and the third party repurchasespurchases all the Notes that are properly tendered and not withdrawn in response to its offer.offer and not withdrawn.
To the extent that we are required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Notes.Lennar Notes and any other senior notes with similar provisions. We may not have sufficient funds at that time to repurchase for cash all the Notes and the Existing Lennar Notes, as well as any other senior notes with similar provisions, for cash at that are tendered.time. In addition, our ability to repurchase the Notes or the Existing Notesour existing senior notes for cash may be limited by law or the terms of other agreements relating to our indebtedness that is outstanding at the time. The failure to make a required repurchase of the Notes or of Existing Notesour existing senior notes would result in a defaultDefault under the Notes.
We will comply with the requirements of Rule14e-1 under the Exchange Act, and any other securities laws and regulations under it to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the Notes by virtue of taking or not taking an action in order to comply with those securities laws and regulations.any such conflict.
For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:
“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any person, other than to us or one of our subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules13d-3 and13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the first day on which a majority of the members of our board of directors are not Continuing Directors; or (5) the adoption of a plan relating to our liquidation or dissolution.
Notwithstanding the foregoing, a transaction (or series of related transactions) will not be deemed to involve a Change of Control under clause (2) above if, either:
(i) (A) we become a direct or indirect wholly-owned subsidiary of a holding company and (B)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) the shares of our Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for, a majority of the Voting Stock of such holding company immediately after giving effect to such transaction; or
(i) | (A) we become a direct or indirect wholly-owned subsidiary of a holding company and (B)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) the shares of our Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for, a majority of the Voting Stock of such holding company immediately after giving effect to such transaction; or |
(ii) (A) Stuart Miller, together with members of his immediate family, directly or indirectly, becomes the beneficial owner of more than 50%, but less than 66 2/3%, of our outstanding Voting Stock (measured by voting power rather than number of shares) and (B) immediately after such transaction or transactions, our Class A common stock is listed for trading on the New York Stock Exchange or The Nasdaq Global Market.
(ii) | (A) Stuart Miller, together with members of his immediate family, directly or indirectly, becomes the beneficial owner of more than 50%, but less than 662/3%, of our outstanding Voting Stock (measured by voting power rather than number of shares) and (B) immediately after such transaction or transactions, our Class A common stock is listed for trading on the New York Stock Exchange or The NASDAQ Global Market. |
The term “person,” as used in this definition, has the meaning given to it in Section 13(d)(3) of the Exchange Act.
The definition of “change of control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets and the assets of our subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holderHolder of Notes to require us to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.
“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.
“Continuing Director” means, as of any date of determination and with respect to a series of Notes, any member of our Board of Directors who (1) was a member of our Board of Directors on the date thesuch series of Notes were initially issued or (2) was nominated for election, elected or appointed to our Board of Directors with the approval of a majority of the Continuing Directors who were members of our Board of Directors at the time of the nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which that member was named as a nominee for election as a director, without objection to the nomination).
“Fitch” means Fitch Inc. and its successors.
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s,BBB- (or the equivalent) by S&P andBBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement rating agencyRating Agency or rating agenciesRating Agencies selected by us.
“Moody’s” means Moody’s Investors Service, Inc. and its successors.
“Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate the applicable Series Ba series of Notes or fails to make a rating of the applicable Series Ba series of Notes publicly available for reasons beyond our control, a “nationally recognized statistical rating organization” within the meaningas such term is defined in Section 3(a)(62) of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act that is selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.
“Rating Event” means the rating on thea series of Notes is lowered by at least two of the three Rating Agencies and such series of Notes is rated below an Investment Grade Rating by at least two of the three Rating Agencies (and, if there is a split among the three Rating Agencies, by the two Rating Agencies with the lowest ratings) and the Notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies,rating), in any case on any day during the period (which period will be extended so long as the rating of thesuch series of Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 6090 days prior to the earlier of (i) the first public notice of the occurrence of a Change of Control or (ii) the first public notice of our intention to effect a Change of Control, and ending 6090 days following consummation of such Change of Control.
“S&P” means Standard & Poor’s Rating Services,S&P Global Ratings, a division of The McGraw-Hill Companies,S&P Global Inc., and its successors.
“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at the time entitled to vote generally in the election of the board of directors of that person.
Certain Covenants
Limitation on Liens. We will not, nor will we permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any of our or its properties or assets, whether owned on the date of original issuance of the Notes (“applicable Issue Date”)Date or thereafter acquired, unless:
if such Lien secures indebtednessIndebtedness ranking equal in right of payment with thesuch series of Notes, then such series of Notes is secured by a Lien on the Notes are securedsame properties or assets on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien;
such Lien is a Permitted Lien (as defined below).
The following Liens are “Permitted Liens”:
Liens on property of a Person existing at the time such Person is merged into or consolidated with or otherwise acquired by us or any Restricted Subsidiary, provided that such Liens were in existence prior to, and were not created in contemplation of, such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with us or any Restricted Subsidiary;
Liens on property existing at the time of acquisition thereof by us or any Restricted Subsidiary; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition and do not extend to any assets other than the property acquired;
Liens imposed by law such as carriers’, warehouseman’s or mechanics’ Liens, and other Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;
Liens incurred in connection with pollution control, industrial revenue, water, sewage or any similar bonds;
Liens securing Indebtedness representing, or incurred to finance, the cost of acquiring, constructing or improving any assets, provided that the principal amount of such Indebtedness does not exceed 100% of such cost, including construction charges;
Liens securing Indebtedness (A) between a Restricted Subsidiary and us, or (B) between Restricted Subsidiaries;
Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance orreturn-of-money bonds, surety bonds or other obligations of a like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of our business taken as a whole;
pledges or deposits under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of indebtedness) or leases to which Lennarwe or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of us or of any Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business;
Liens granted to any bank or other institution on the payments to be made to such institution by us or any Subsidiary pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business;
Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set off or similar rights and remedies;
Liens arising from the Uniform Commercial Code financing statements regarding leases;
Liens securing indebtednessIndebtedness incurred to finance the acquisition, construction, improvement, development or expansion of a property which are given within 180 days of the acquisition, construction, improvement, development or expansion of such property and which are limited to such property;
Liens existing on the Issue Date;
Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;
Liens securing refinancing Indebtedness; provided that any such Lien does not extend to or cover any property or assets other than the property or assets securing Indebtedness so refunded, refinanced or extended;
easements,rights-of-way and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from our properties that are subject thereto; and
any extensions, substitutions, modifications, replacements or renewals of the Permitted Liens described above.
Notwithstanding the foregoing, we may, and any Restricted Subsidiary may, create, assume, incur or suffer to exist any Lien upon any of our properties or assets without equally and ratably securing the Notes if the aggregate amount of all Indebtedness then outstanding secured by such Lien and all other Liens which are not Permitted Liens, together with the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale Leaseback Transactions (as defined below), does not exceed 20% of Total Consolidated Stockholders’ Equity.Net Tangible Assets.
Sale and Leaseback Transactions.Transactions. We will not, nor will we permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction, except for any of the following “Permitted Sale-Leaseback Transactions”:
a Sale-Leaseback Transaction involving the leasing by us or any Restricted Subsidiary of model homes in our communities;
a Sale-Leaseback Transaction relating to a property which occurs within 180 days from the date of acquisition of such property by us or a Restricted Subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later;
a Sale-Leaseback Transaction where we, within 365 days after such Sale-Leaseback Transaction, apply or cause to be applied to (a) the retirement of our or any Restricted Subsidiary’s Funded Debt (other than our Funded Debt which by its terms or the terms of the instrument pursuant to which it was issued is subordinate in right of payment to the Series B Notes) or (b) the purchase by us or any Restricted Subsidiary of property substantially similar to the property sold or transferred, in each case, proceeds of the sale of such property, but only to the extent of the amount of proceeds so applied;
a Sale-Leaseback Transaction where we or our Restricted Subsidiaries would, on the effective date of the relevant sale or transfer, be entitled, pursuant to the applicable Indenture, to issue, assume or guarantee Indebtedness secured by a Lien upon the relevant property at least equal in amount to the then present value (discounted at the actual rate of interest of the Sale-Leaseback Transaction) of the obligation for the net rental payments in respect of such Sale-Leaseback Transaction without equally and ratably securing the Notes;
a Sale-Leaseback Transaction (A) between Lennarus and a Restricted Subsidiary or (B) between Restricted Subsidiaries, so long as the lessor is Lennarus or a Restricted Subsidiary; or
a Sale-Leaseback Transaction which has a lease of no more than three years in length.
Notwithstanding the foregoing provisions, we may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction involving any real or tangible personal property which is not a Permitted Sale-Leaseback Transaction, provided that the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, together with all Indebtedness secured by Liens which are not Permitted Liens, does not exceed 20% of Total Consolidated Stockholders’ Equity.Net Tangible Assets.
Mergers and Consolidations. We may not consolidate with or merge into, or sell or lease our assets substantially as an entirety to, a Person unless:unless, in the case of a series of Notes:
the resulting corporation or the person which acquires or leases our assets (if not us) is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and such corporation (if not us) expressly assumes all our obligations under thesuch series of Notes and all the covenants in the applicable Indenture; and
immediately after the transaction, no Event of Default or event which, after notice or lapse of time or both, would be an Event of Default, will have occurred and continue.
Compliance Certificate
We must deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate as to the signer’s knowledge of our compliance with all conditions and our covenants in theeach Indenture. The Officers’ Certificate also must state whether or not the signer knows of any Default or Event of Default.Default that occurred during the preceding fiscal year under the applicable Indenture. If the signer knows of such a Default or Event of Default, the Officers’ Certificate must describe the Default or Event of Default and the efforts to remedy it. For the purposes of this provision of theeach Indenture, compliance is determined without regard to any grace period or requirement of notice under the applicable Indenture.
Events of Default; Notice and Waiver
The following will constitute “Events of Default” under each Indenture with respect to the series of Notes issued under such Indenture, subject to any additional limitations and qualifications included in thesuch Indenture:
our failure to pay any interest on thesuch series of Notes continuing for 30 days after it was due;
our failure to pay any principal or redemption price or repurchase price of thesuch series of Notes when it is due;
our failure or the failure orof any Restricted Subsidiary’s failureSubsidiary to fulfill an obligation to pay Indebtedness for borrowed money (other than anyNon-RecourseIndebtedness which is non-recourse toincurred by us or any Restricted Subsidiary), which such failure shall have resulted in the acceleration of, or be a failure to pay at final maturity, Indebtedness aggregating more than $50 million;
our failure to perform any other covenant or warranty in the Indenture continuedwith respect to such series of Notes, continuing for 3060 days after written notice as provided in thesuch Indenture;
final judgments or orders are rendered against us or any Restricted Subsidiary which require the payment by us or any Restricted Subsidiary of an amount (to the extent not covered by insurance) in excess of $50 million and such judgments or orders remain unstayed or unsatisfied for more than 60 days and are not being contested in good faith by appropriate proceedings; and
certain events of bankruptcy, insolvency or reorganization with respect to (i) us or (ii) any Significant Subsidiary or group of subsidiaries that, taken as a whole, would constitute a Significant Subsidiary.
If an Event of Default (other than certain events of bankruptcy, insolvency or reorganization with respect to us or any Significant Subsidiary) with respect to a series of Notes has occurred and is continuing, the Trustee or
the Holders of not less than 25% in principal amount of the Notes of such series then outstanding may declare the principal amount of thesuch series of Notes that are then outstanding and interest, if any, accrued thereon to be due and payable immediately. However, if we cure all defaultsDefaults (except the nonpayment of the principal and interest due on any Notes of the Notessuch series that have become due by acceleration) and certain other conditions in the applicable Indenture are met, with certain exceptions, such declaration may be annulled and past defaultsDefaults may be waived by the Holders of a majority of the principal amount of the Notes of such series then outstanding.outstanding as described below. In the case of certain events of bankruptcy, insolvency or reorganization with respect to us or any Significant Subsidiary, the principal amount of the Notes will automatically become and be immediately due and payable.
Within 90 days after a Trust Officer in the Corporate Trust Office of the Trustee (as defined in the applicable Indenture) has knowledge of the occurrence of a payment Default or written notice of any Event of Default with respect to a series of Notes, the Trustee must mailsend to all Holders of Notes of such series notice of all Defaults or Events of Default known to a Trust Officer, unless such Default or Event of Default is cured or waived before the giving of such notice. However, except in the case of a payment defaultDefault on any of the Notes of such series, the Trustee will be protected in withholding such notice if and so long as a trust committee of directors and/or officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders.Holders of Notes of such series; and provided, further, in the case of any Default with respect to a failure by us or any Restricted Subsidiary to fulfill an obligation to pay Indebtedness for borrowed money, no such notice to Holders shall be given until the end of the30-day grace period referred to above.
The Holders of a majority in principal amount of the outstanding Notes of a series will have the right to direct the time, method and place of any proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to Notes of such series, subject to certain limitations specified in the applicable Indenture.
The Trustee, however, may refuse to follow any direction that conflicts with law or the applicable Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of the Notes of such series or that would involve the Trustee in personal liability. Prior to taking any action under the applicable Indenture, with respect to Notes of such series the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.
The Holders of a majority in principal amount of outstanding Notes of a series may waive any past Defaults under the applicable Indenture, except a Default relating to thenon-payment of principal or interest (including additional interest, if any),on Notes of such series, a Default arising from our failure to redeem or repurchase any Notes of such series when required pursuant to the terms of the applicable Indenture or a Default in respect of any covenant that cannot be amended without the consent of each Holder of Notes of such series affected thereby.
Subject to the provisions of the applicable Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing with respect to Notes of a series, the Trustee will be under no obligation to exercise any of the rights or powers under the applicable Indenture at the request or direction of any of the Holders of Notes of such series unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. No Holder of the Notes of such series may pursue any remedy under the applicable Indenture or the Notes of such series, except in the case of a Default due to thenon-payment of principal or interest including additional interest, if any, on the Notes of such series, unless:
the Holder has given the Trustee written notice of a Default;
the Holders of at least 25%a majority in principal amount of the outstanding Notes of such series make a written request to the Trustee to pursue the remedy;
the Trustee does not receive an inconsistent direction from the Holders of a majority in principal amount of the outstanding Notes;Notes of such series; and
the Trustee fails to comply with the request within 60 days after receipt of the request and offer of indemnity.
To the extent any Holder or Holders request the Trustee to take any action, the Holder or Holders are required to offer to the Trustee indemnity or security reasonably satisfactory to it against any costs, liability or expense of the Trustee.
TheEach Indenture will require us (i) every year to deliver to the Trustee a statement as to performance of our obligations under thesuch Indenture and as to any Default, and (ii) to deliver to the Trustee prompt notice of any Default.
TheEach Indenture provideswill provide that if an Event of Default has occurred and is continuing, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs.
Payments of the redemption price, the Change of Control repurchase price, or principal and interest that are not made when due will accrue interest per annum at the then-applicable interest rate plus one percent from the required payment date.
Discharge of the Indenture
We may satisfy and discharge our obligations under the Indenture with respect to the Notes by delivering to the Trustee for cancellation all the outstanding Notes.
Modifications of the IndentureIndentures
With the consent of the Holders of not less than a majority in principal amount of the Notes of a series at the time outstanding, we and the Trustee may modify the applicable Indenture or any supplemental indenture or the rights of the Holders of the Notes.Notes of such series. However, without the consent of each Holder of Notes whichthat is affected, we cannot, among other actions:
extend the stated maturity of any Note;
reduce the rate or extend the time for the payment of interest on any Note;
reduce the principal amount of any Note of such series or the redemption price, or change the time at which or the circumstances under which the Notes of such series may or must be redeemed;
impair the right of a Holder to receive payment of principal of or interest on such Holder’s Notes on or after the due dates of such Notes or to institute suit for the payment of any Note;
change the currency in which the Series B Notes of such series are payable; or
release any guarantor except as provided in the applicable Indenture and described under “The Guarantees”.
In addition, without the consent of the Holders of all of the Notes of a series then outstanding, we cannot reduce the percentage of Notes of such series the Holders of which are required to consent to any such amendment or to waive a Default or Event of Default as described under “Events of Defaults,Default; Notice and Waiver”.Waiver.”
We and the Trustee may modify the applicable Indenture without notice to or the consent of any Holder in order to make certain minor changes that do not adversely affect the HolderHolders of the Notes.Notes issued under that Indenture and to conform the text of that Indenture or such Notes (or any guarantee of such Notes) under that Indenture to any corresponding provisions of the “Description of Debt Securities” or “Description of Notes” or similar provisions in any offering memorandum in respect of the applicable Notes (including any supplement).
Notices
Except as otherwise provided in this “Description of the Series BNew Notes” or the applicable Indenture, notices to Holders of the New Notes will be given by mail to the addresses of Holders of the New Notes as they appear in the Notes register; provided that notices given to Holders holding New Notes in book-entry form may be given through the facilities of DTC or any successor depository.depositary.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator, stockholder or partner of the Company,Lennar Corporation, or any successor or any subsidiary of the foregoing, as such, will have any liability for any obligations of the CompanyLennar Corporation or any Subsidiary under the Notes or the IndentureIndentures or for any claim based on, in respect of, or by reason of, thosesuch obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
Unclaimed Money
If money deposited with the Trustee or paying agenta Paying Agent for the payment of principal of, or premium, if any, or accrued and unpaid interest on, the Notes of a series remains unclaimed for two years, the Trustee and paying agentPaying Agent will pay the money back to us upon our written request. However, the Trustee and paying agentPaying Agent have the right to withhold paying the money back to us until they publish, at our expense, in a newspaper of general circulation in the City of New York, or mail to each registered Holder of Notes of such series, a notice stating that the money will be paid back to us if unclaimed after a date no less than 30 days from the publication or mailing. After the Trustee or paying agentPaying Agent pays the money back to us, Holders of Notes entitled to the money must look to us for payment as general creditors, subject to applicable law, and all liability of the Trustee and the paying agentPaying Agent with respect to the money will cease.
Governing Law
The Notes and the Indenture,Indentures, and any claim, controversy or dispute arising under or related to the IndentureIndentures or the Notes, will be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws provisions thereof).
Reporting
TheEach Indenture provideswill provide that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act will be provided to the trusteeTrustee within 15 days after they are filed with the SEC. Documents filed by us with the SEC via the EDGAR system will be deemed provided to the trusteeTrustee as of the time such documents are filed via Edgar.EDGAR. In addition, if at any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Holders of the Notes and to prospective investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
Form, Denomination, Exchange, Registration and Transfer
Series BThe New Notes (and Series A Notes) will be issued:
in fully registered form;
without interest coupons; and
in denominations of $1,000$2,000 principal amount and integral multiples of $1,000.
If there are certificated New Notes, Holders may present the certificated New Notes for registration of transfer and exchange at the office maintained by us for thatsuch purpose, which will initially be the Corporate Trust Office of the Trustee.
Global Notes
The Series B Notes will be issued in the form of one or more global notes that will be deposited with the trustee as custodian for DTC. Holders will receive interests in the global notes. Interests in the global notes will be issued only in denominations of $1,000 principal amount or integral multiples of that amount. Unless and until it is exchanged in whole or in part for securities in definitive form, a global note may not be transferred except as a whole to a nominee of DTC for such global notes, or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary.
Payment and Paying Agent
We will maintain an office or agent in the United States where we will pay the principal on the Notes, and a Holder may present Notes for registration of transfer or exchange for other denominations, which initially will be an office or agency of the Trustee.
Payments on the Series B Notes represented by the global notes will be made to DTC, or its nominee, as the case may be, as the registered owner of the global notes, in immediately available funds.
Book-Entry, Delivery and Settlement
We will issueThe Original Notes of each series were issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Original Notes of each series are currently represented by one or more permanent global certificates in definitive, fully registered form without interest coupons.
The Original Global Notes were deposited upon issuance with the Series B NotesTrustee as custodian for DTC and registered in the formname of Cede & Co. (DTC’s partnership nominee) or another DTC nominee for credit to an account of a direct or indirect participant in DTC.
The New Notes issued in exchange for the Original Notes of the corresponding series will be represented by one or more permanent global notes in definitive, fully registered, book-entry form. The global notes will be deposited with the trusteeTrustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.
DTC has advised us as follows:
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Exchange Act.
DTC holds securities for its participating organizations that its participants (collectively, the “participants”) deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities, through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates.
Direct participants include securities brokers and dealers, trust companies, clearing corporations and other organizations.
DTC is owned by a number of its direct participants and by the NYSE and the Financial Industry Regulatory Authority, Inc.
Access to the DTC system is also available to others, such as securities brokers and dealers, banks and trust companies (collectively, the “indirect participants”) that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.
Persons who are not participants may beneficially own securities held by or on behalf of DTC only through DTC’s participants or DTC’s indirect participants.
We are providing the following descriptions of the operations and procedures of DTC to the Holders solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. None of us, the dealer managers, initial purchasers or the Trustee takes any responsibility for these operations or procedures, and each Holder is urged to contact DTC or its participants directly to discuss these matters.
We expect that under procedures established by DTC:
Upon deposit of the global notes with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated by the initial purchasersunderwriters with portions of the principal amounts of the global notes.
Ownership of the Series BNew Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect to interests of persons other than participants.
Payments by participants to owners of beneficial interests in the global note held through such participants will be governed by standing instructions and customary practice as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments. Transfers between participants in DTC will be effected in accordance with DTC’s rules and will be settled in immediately available funds.
The laws of some jurisdictions require that purchasers of securities take physical delivery of those securities in definitive form. Accordingly, the ability to transfer interests in the Series BNew Notes represented by a global note to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in Series BNew Notes represented by a global note to pledge or transfer those interests to persons or entities that do not participate in DTC’s system, or otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.
As long as the Series BNew Notes are represented by one or more global notes, DTC’s nominee will be the Holder of the Series BNew Notes and therefore will be the only entity that can exercise a right to repayment, repurchase or conversion of the Series BNew Notes. Notice by participants or indirect participants or by owners of beneficial interests in a global note held through such participants or indirect participants of the exercise of the option to require purchase or conversion of beneficial interests in Series BNew Notes represented by a global note must be transmitted to DTC in accordance with its procedures on a form required by DTC and provided to participants. In order to ensure that DTC’s nominee will timely exercise a right to purchase or conversion with respect to a particular note, the beneficial owner of such note must instruct the broker or the participant or indirect participant through which it holds an interest in such note to notify DTC of its desire to exercise a right to purchase or conversion.purchase. Different firms havecut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other participant or indirect participant through which it holds an interest in a note in order to ascertain thecut-off time by which such an instruction must be given in order for timely notice to be delivered to DTC. We will not be liable for any delay in delivery of notices of the exercise of the option to elect purchase or conversion.purchase.
Series BNew Notes represented by a global note will be exchangeable for registered certificated securities with the same terms only if: (1) DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days; (2) we decide to discontinue use of the system of book-entry transfer through DTC (or any successor depositary); or (3) an Event of Default under the applicable Indenture occurs and is continuing.
Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Series BNew Notes by DTC or for maintaining, supervising or reviewing any records of DTC relating to the Series BNew Notes.
Payment and Paying Agent
We will maintain an office or agent in the United States where we will pay the principal on the New Notes, and a Holder may present New Notes for registration of transfer or exchange for other denominations, which shall initially be an office or agency of the Trustee.
Payments on the New Notes represented by the New Global Notes will be made to DTC, or its nominee, as the case may be, as the registered owner of the Global Notes, in immediately available funds.
Concerning the Trustee
The Bank of New York Mellon Trust Company, N.A. is the Trustee under theeach Indenture and will be appointed by us as the initial payingPaying Agent, registrar, transfer agent registrar and custodian with regard to the Series BNew Notes.
We may maintain deposit accounts and conduct other banking transactions with the Trustee or its affiliates in the ordinary course of business. The TrusteeBank of New York Mellon is the trustee under indentures relating to the Existing Lennar Notes in addition toand the Series BRemaining CalAtlantic Notes. The Trustee and its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business.
Discharge of the IndentureIndentures
We may satisfy and discharge our obligations under the Indenture with respect to the Notes by:each Indenture:
delivering to the Trustee for cancellation all outstanding Notes;Notes issued under such Indenture; or
depositing with the Trustee, after all outstanding Notes issued under such Indenture have become due and payable (or are by their terms to become due and payable within one year), whether at stated maturity, or otherwise, cash and/or U.S. Government Obligations sufficient to pay all of thesuch outstanding Notes and paying all other sums payable under thesuch Indenture by us with respect to thesuch Notes.
Upon the deposit of such funds with the Trustee, thesuch Indenture will, with certain limited exceptions, cease to be of further effect with respect to the Notes.effect. The rights that would continue following the deposit of those funds with the Trustee are:
the remaining rights of registration of transfer, substitution and exchange of the Notes;
the rights of Holders under thesuch Indenture to receive payments due with respect to the Notes issued under such Indenture and the other rights, duties and obligations of Holders, as beneficiaries with respect to the amounts, if any, that are deposited with the Trustee; and
the rights, obligations and immunities of the Trustee under thesuch Indenture.
Certain Definitions
The following are definitions of certain of the terms used in theeach Indenture.
“Consolidated Net Tangible Assets” means the total amount of assets which would be included on a consolidated balance sheet of Lennar Corporation and the Restricted Subsidiaries under GAAP (less applicable reserves and other properly deductible items) after deducting therefrom:
(a) all short-term liabilities, i.e., liabilities payable by their terms less than one year from the date of determination and not renewable or extendable at the option of the obligor for a period ending more than one year after such date, and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to former Statement of Financial Accounting Standards No. 106 (now ASC No. 715);
(a) | all short-term liabilities, i.e., liabilities payable by their terms less than one year from the date of determination and not renewable or extendable at the option of the obligor for a period ending more than one year after such date, and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to ASC No. 715; |
(b) investments in subsidiaries that are not Restricted Subsidiaries; and
(b) | investments in subsidiaries that are not Restricted Subsidiaries; and |
(c) all assets reflected on our balance sheet as the carrying value of goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other intangible assets.
(c) | all assets reflected on our balance sheet as the carrying value of goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other intangible assets. |
“Default” means any event which upon the giving of notice or the passage of time, or both, would be an Event of Default.
“Funded Debt” of any Person means all Indebtedness for borrowed money created, incurred, assumed or guaranteed in any manner by such person,Person, and all Indebtedness, contingent or otherwise, incurred or assumed by such personPerson in connection with the acquisition of any business, property or asset, which in each case matures more than one year after, or which by its terms is renewable or extendible or payable out of the proceeds of similar Indebtedness incurred pursuant to the terms of any revolving credit agreement or any similar agreement at the option of such personPerson for a period ending more than one year after the date as of which Funded Debt is being determined.
However, Funded Debt shall not include:
any Indebtedness for the payment, redemption or satisfaction of which money (or evidences of indebtedness,Indebtedness, if permitted under the instrument creating or evidencing such indebtedness)Indebtedness) in the necessary amount shall have been irrevocably deposited in trust with a trustee or proper depositary either on or before the maturity or redemption date thereof;
any Indebtedness incurred in connection with the financing of operating, construction or acquisition projects, provided that the recourse for such indebtednessIndebtedness is limited to the assets of such projects.
“Holder” means a Person in whose name a Note is registered on the Registrar’sregistrar’s books.
“Indebtedness” means, with respect to us or any Subsidiary, and without duplication:
(a) the principal of and premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect to all our or any Subsidiary’s indebtedness or obligations to any Person, including but not limited to banks and other lending institutions, for money borrowed that is evidenced by a note, bond, debenture, loan agreement, or similar instrument or agreement (including purchase money obligations with original maturities in excess of one year and noncontingent reimbursement obligations in respect of amounts paid under letters of credit);
(a) | the principal of and premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect to all our or any Subsidiary’s Indebtedness or obligations to any Person, including but not limited to banks and other lending institutions, for money borrowed that is evidenced by a note, bond, debenture, loan agreement, or similar instrument or agreement (including purchase money obligations with original maturities in excess of one year and noncontingent reimbursement obligations in respect of amounts paid under letters of credit); |
(b) all our or any Subsidiary’s reimbursement obligations and other liabilities (contingent or otherwise) with respect to letters of credit, bank guarantees or bankers’ acceptances;
(b) | all our or any Subsidiary’s reimbursement obligations and other liabilities (contingent or otherwise) with respect to letters of credit, bank guarantees or bankers’ acceptances; |
(c) all obligations and liabilities (contingent or otherwise) in respect of our or any Subsidiary’s leases required, in conformity with generally accepted accounting principles, to be accounted for as capital lease obligations on our balance sheet;
(c) | all obligations and liabilities (contingent or otherwise) in respect of our or any Subsidiary’s leases required, in conformity with generally accepted accounting principles, to be accounted for as capital lease obligations on our balance sheet; |
(d) all our or any Subsidiary’s obligations (contingent or otherwise) with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement;
(d) | all our or any Subsidiary’s obligations (contingent or otherwise) with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement; |
(e) all direct or indirect guaranties or similar agreements by us or any Subsidiary in respect of, and our or such Subsidiary’s obligations or liabilities (contingent or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another Person of the kind described in clauses (a) through (d);
(e) | all direct or indirect guaranties or similar agreements by us or any Subsidiary in respect of, and our or such Subsidiary’s obligations or liabilities (contingent or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor against loss in respect of, Indebtedness, obligations or liabilities of another Person of the kind described in clauses (a) through (d); |
(f) any indebtedness or other obligations, excluding any operating leases we or any Subsidiary is currently (or may become) a party to, described in clauses (a) through (d) secured by any Lien existing on property which is owned or held by us or such Subsidiary, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by us or such Subsidiary; and
(f) | any Indebtedness or other obligations, excluding any operating leases we are, or any Subsidiary is, currently (or may become) a party to, described in clauses (a) through (d) secured by any Lien existing on property which is owned or held by us or such Subsidiary, regardless of whether the Indebtedness or other obligation secured thereby shall have been assumed by us or such Subsidiary; and |
(g) any and all deferrals, renewals, extensions and refinancing of, or amendments, modifications or supplements to, any indebtedness,
(g) | any and all deferrals, renewals, extensions and refinancing of, or amendments, modifications or supplements to, any Indebtedness, obligation or liability of the kind described in clauses (a) through (f). |
“Issue Date” means the date on which the applicable series of Original Notes were issued, or November 29, 2017 in the case of the Original 2.95% 2020 Notes and Original 4.75% 2027 Notes and February 20, 2018 in the case of all other Original Notes.
“Lien” means any mortgage, pledge, lien, encumbrance, charge or security interest of any kind.
“Non-Recourse Indebtedness” means any of our Indebtedness or any Restricted Subsidiary’s Indebtedness for which the holder of such Indebtedness has no recourse, directly or indirectly, to us or such Restricted Subsidiary for the principal of, premium, if any, and interest on such Indebtedness, and for which we are not or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other security interests or other recourse, obligations or liabilities, in respect of specific land or other real property interests of us or such Restricted Subsidiary securing such indebtedness;Indebtedness; provided, however, that recourse, obligations or liabilities solely for indemnities, or breaches of warranties or representations in respect of Indebtedness, will not prevent that Indebtedness from being classified asNon-Recourse Indebtedness.
“Officers’ Certificate” when used with respect to us means a certificate signed by two of our officers (as specified in the Indenture),; each such certificate will comply with Section 314 of the TIA and include the statements required under the applicable Indenture.
“Paying Agent” means the office or agency designated by us where the Notes may be presented for payment.
“Person” means any individual, corporation, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any government agency or political subdivision.
“Restricted Subsidiary” means (a) all existing wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries, other than finance company subsidiaries and any foreign Subsidiaries, and (b) all future wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries that become guarantors, in each case, until such time as such Subsidiary is released in accordance with the terms of the applicable Indenture. See “Description of the Series BNew Notes—The Guarantees.”
“Sale-Leaseback Transaction” means a sale or transfer made by us or a Restricted Subsidiary of any property which is either (a) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination, or (b) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to Lennar Corporation or a Restricted Subsidiary.
“Significant Subsidiary” means any Subsidiary (a) whose revenues exceed 10% of our total consolidated revenues, in each case for the most recent fiscal year, or (b) whose net worth exceeds 10% of our Total Consolidated Stockholders’ Equity, in each case as of the end of the most recent fiscal year.
“Subsidiary” means (a) a corporation or other entity of which a majority in voting power of the stock or other interests is owned by us, by a Subsidiary or by us and one or more Subsidiaries or (b) a partnership, of which we or any Subsidiary is the sole general partner and of which the Company or a Subsidiary owns at least 25% in value of the equity.
“Total Consolidated Stockholders’ Equity” means, with respect to any date of determination, our total consolidated stockholders’ equity as shown on the most recent consolidated balance sheet that is contained or incorporated in the latest annual report on Form10-K (or equivalent report) or quarterly report on Form10-Q (or equivalent report) we have filed with the SEC, and is as of a date not more than 181 days prior to the date of determination, in the case of the consolidated balance sheet contained or incorporated in an annual report on Form10-K, or 135 days prior to the date of determination, in the case of the consolidated condensed balance sheet contained in a quarterly report on Form10-Q.
“U.S. Government Obligations” means direct obligations of, and obligations guaranteed by, the United States of America for the payment of which the full faith and credit of the United States of America is pledged.
BOOK ENTRY, DELIVERY AND FORMCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The certificates representingfollowing is a summary of certain U.S. federal income tax considerations relating to the Series Bexchange of unregistered Original Notes willfor registered New Notes pursuant to the Exchange Offers, but does not purport to be issueda complete analysis of all the potential tax considerations relating to the Exchange Offers. This summary is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings and pronouncements, and judicial decisions, all as in fully registered form. The Series Beffect on the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or to different interpretations.
This discussion does not address all of the U.S. federal income tax considerations that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as banks or other financial institutions, entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities, regulated investment companies, real estate investment trusts, expatriates or former U.S. citizens or U.S. residents, insurance companies, brokers or dealers in securities or commodities, holders that use amark-to-market method of accounting for their securities holdings, U.S. holders whose functional currency is not the U.S. dollar, holders subject to the alternative minimum tax,tax-exempt organizations, controlled foreign corporations (within the meaning of the Code), passive foreign investment companies (within the meaning of the Code), persons deemed to sell the Notes initially will be represented by a single, permanent global note (a “Global Note”),under the constructive sale provisions of the Code, persons holding the Notes in definitive, fully registered form without interest coupons and will be deposited withtax-deferred accounts, or persons holding the trusteeNotes as custodian for DTC and registered in the name of Cede & Co., as DTC’s nominee.
Upon the issuancepart of a Global Note, DTC“straddle,” “hedge,” “conversion transaction,” integrated security transaction or its nominee will credit the accounts of persons holding through it with the respective principal amounts of the Series B Notes represented by such Global Note that are received by such persons in the exchange offer. Ownership of beneficial interests in a Global Note will beother risk reduction transaction. In addition, this discussion is limited to persons that have accounts with DTC (“participants”) or persons that may hold interests through participants. Any person acquiring an interest in a Global Note through an offshore transaction may hold such interest through Clearstream (formerly knownthe Notes as Cedel) or Euroclear. Ownership“capital assets” within the meaning of beneficial interests in a Global Note will be shown on,the Code (generally, property held for investment). This discussion does not address U.S. federal tax laws other than those pertaining to the U.S. federal income tax (such as the gift tax, the estate tax and the transferMedicare tax) or the effect of that ownership interestany applicable state, local ornon-U.S. tax laws. This summary is not binding on the Internal Revenue Service, or “IRS.” We have not sought and will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (withnot seek any rulings from the IRS with respect to the interestsstatements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court.
The exchange of ownersan Original Note for an Exchange Note pursuant to the Exchange Offers should not constitute a taxable exchange of beneficial intereststhe Original Note for U.S. federal income tax purposes. Rather, the Exchange Note a holder receives will be treated as a continuation of the holder’s investment in the corresponding Original Note surrendered in the exchange. Consequently, a holder should not recognize any taxable income, gain or loss upon the receipt of an Exchange Note pursuant to the Exchange Offers, the holder’s holding period for an Exchange Note should include the holding period for the Original Note exchanged pursuant to the Exchange Offers, and the holder’s tax basis in an Exchange Note should be the same as the adjusted tax basis in the Original Note immediately before such exchange.
THIS SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSIDERATIONS ARISING UNDER OTHER U.S. FEDERAL TAX LAWS, THE LAWS OF ANY STATE, LOCAL ORNON-U.S. TAXING JURISDICTION OR ANY APPLICABLE INCOME TAX TREATY.
The following summary regarding certain aspects of ERISA and the Code is based on ERISA and the Code, judicial decisions and United States Department of Labor and IRS regulations and rulings that are in existence on the date of this prospectus. This summary is general in nature and does not address every issue pertaining to ERISA or the Code that may beapplicable to us, the New Notes or a particular investor. Accordingly, each prospective investor should consult with his, her or its own counsel in order to understand the issues relating to ERISA and the Code that affect or may affect the investor with respect to this investment.
ERISA and the Code impose certain requirements on employee benefit plans that are subject to Title I of ERISA and plans subject to Section 4975 of the Code (each such employee benefit plan or plan, a “Plan”), on entities whose underlying assets include plan assets by reason of a Plan’s investment in such Global Noteentities and on those persons who are “fiduciaries” as defined in Section 3(21) of ERISA and Section 4975 of the Code with respect to Plans (together with Plans, “Benefit Plan Investors”). In considering an investment of the assets of a Plan subject to Part 4 of Subtitle B of Title I of ERISA in the New Notes, a fiduciary must, among other than participants). The lawsthings, discharge its duties solely in the interest of some jurisdictions require that certain purchasers of securities take physical deliverythe participants of such securitiesPlan and their beneficiaries and for the exclusive purpose of providing benefits to such participants and beneficiaries and defraying reasonable expenses of administering the Plan. A fiduciary must act prudently and must diversify the investments of a Plan subject to Part 4 of Subtitle B of Title I of ERISA so as to minimize the risk of large losses, as well as discharge its duties in definitive form. Such limitsaccordance with the documents and instruments governing such Plan. In addition, ERISA generally requires fiduciaries to hold all assets of a Plan subject to Part 4 of Subtitle B of Title I of ERISA in trust and to maintain the indicia of ownership of such assets within the jurisdiction of the district courts of the United States. A fiduciary of a Plan subject to Part 4 of Subtitle B of Title I of ERISA should consider whether an investment in the New Notes satisfies these requirements.
An investor who is considering acquiring the New Notes with the assets of a Plan must consider whether the acquisition and holding of the New Notes will constitute or result in anon-exempt prohibited transaction. Section 406(a) of ERISA and Sections 4975(c)(1)(A), (B), (C) and (D) of the Code prohibit certain transactions that involve a Plan and a “party in interest” as defined in Section 3(14) of ERISA or a “disqualified person” as defined in Section 4975(e)(2) of the Code with respect to such Plan. Examples of such prohibited transactions include, but are not limited to, sales or exchanges of property (such as the New Notes) or extensions of credit between a Plan and a party in interest or disqualified person. Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code generally prohibit a fiduciary with respect to a Plan from dealing with the assets of the Plan for its own benefit (for example, when a fiduciary of a Plan uses its position to cause the Plan to make investments in connection with which the fiduciary (or a party related to the fiduciary) receives a fee or other consideration).
ERISA and the Code contain certain exemptions from the prohibited transactions described above, and the Department of Labor has issued several exemptions, although certain exemptions do not provide relief from the prohibitions on self-dealing contained in Section 406(b) of ERISA and Sections 4975(c)(1)(E) and (F) of the Code. Exemptions include Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code pertaining to certain transactions withnon-fiduciary service providers; Department of Labor Prohibited Transaction Class Exemption (“PTCE”)95-60, applicable to transactions involving insurance company general accounts; PTCE90-1, regarding investments by insurance company pooled separate accounts; PTCE91-38, regarding investments by bank collective investment funds; PTCE84-14, regarding investments effected by a qualified professional asset manager; and PTCE96-23, regarding investments effected by anin-house asset manager. There can be no assurance that any of these exemptions will be available with respect to the acquisition of the New Notes. Under Section 4975 of the Code, excise taxes are imposed on disqualified persons who participate innon-exempt prohibited transactions (other than a fiduciary acting only as such) and such transactions may have to be rescinded.
As a general rule, a governmental plan, as defined in Section 3(32) of ERISA (each, a “Governmental Plan”), a church plan, as defined in Section 3(33) of ERISA, that has not made an election under Section 410(d)
of the Code (each, a “Church Plan”) and a plan maintained outside the United States primarily for the benefit of persons substantially all of whom are nonresident aliens (each, a“non-U.S. Plan”) are not subject to Title I of ERISA or Section 4975 of the Code. Accordingly, assets of such plans may be invested without regard to the fiduciary and prohibited transaction considerations described above. Although a Governmental Plan, a Church Plan or anon-U.S. Plan is not subject to Title I of ERISA or Section 4975 of the Code, it may be subject to other United States federal, state or local laws ornon-U.S. laws that regulate its investments (a “Similar Law”). A fiduciary of a Government Plan, a Church Plan or anon-U.S. Plan should consider whether investing in the New Notes satisfies the requirements, if any, under any applicable Similar Law.
The New Notes may impairbe acquired by a Plan, a Governmental Plan, a Church Plan, anon-U.S. Plan or an entity whose underlying assets include the ability to transfer beneficial interestsassets of a Plan, but only if the acquisition will not result in a Global Note.
Paymentnon-exempt prohibited transaction under ERISA or Section 4975 of principalthe Code or a violation of and interest on Series BSimilar Law. Therefore, any investor in the New Notes represented by a Global Note will be made in immediately available fundsdeemed to DTC or its nominee, as the case may be, as the sole registered ownerrepresent and warrant to us and the sole holderTrustee that (1) (a) it is not (i) a Plan, (ii) a Governmental Plan, (iii) a Church Plan, (iv) anon-U.S. Plan or (v) an entity whose underlying assets include the assets of a Plan, (b) it is a Plan or an entity whose underlying assets include the assets of a Plan and the acquisition and holding of the Series BNew Notes represented thereby for all purposeswill not result in anon-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Indenture. We have been advised by DTCCode or (c) it is a Governmental Plan, a Church Plan or anon-U.S. Plan that upon receiptis not subject to (i) ERISA, (ii) Section 4975 of the Code or (iii) any payment of principal ofSimilar Law that prohibits or interest on any Global Note, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principalimposes excise or face amount of such Global Note as shownpenalty taxes on the recordsacquisition or holding of DTC. Payments by participants to owners of beneficial interests in a Global Note held through such participantsthe New Notes; and (2) it will be governed by standing instructionsnotify us and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants.
A Global Note may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A Global Note is exchangeable for certificated Series B Notes only if (a) DTC notifies us that it is unwilling or unable to continue as a depositary for such Global Note orTrustee immediately if, at any time, DTC ceasesit is no longer able to make the representations contained in clause (1) above. Any purported transfer of the New Notes to a transferee that does not comply with the foregoing requirements shall be null and void ab initio.
In addition, an investor that acquires the New Notes or any interest therein that is using assets of a clearing agency registered under the Exchange Act, (b) we in our discretion atBenefit Plan Investor, including any time determine notfiduciary acquiring a New Note on behalf of a Benefit Plan Investor (“Plan Fiduciary”), will be deemed to have all the Series B Notes represented by such Globalits acquisition of the New Note or (c) there shall have occurred and be continuing a default or an event of defaultthat:
(1) Lennar has not provided nor will it provide advice with respect to the Series B Notes representedacquisition of a New Note by such Global Note. Any Global Notethe Benefit Plan Investor, other than to the Plan Fiduciary which is independent of Lennar, and the Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is exchangeable for certificated Series B Notes pursuantregulated and supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance carrier which is qualified under the preceding sentence will be exchanged for certificated Series B Notes in authorized denominations andlaws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan Investor; (c) is an investment adviser registered in such namesunder the Advisers Act, or, if not registered an as DTC or any successor depositary holding such Global Note may direct. Subject toinvestment adviser under the foregoing, a Global Note is not exchangeable, except for a Global NoteAdvisers Act by reason of like denomination to be registered in the nameparagraph (1) of DTC or any successor depositary or its nominee. In the event that a Global Note becomes exchangeable for certificated Series B Notes, (a) certificated Series B Notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof, (b) payment of principal of, and premium, if any, and interest on, the certificated Series B Notes will be payable, and the transferSection 203A of the certificated Series B Notes will be registerable, at our office or agency maintained for such purposes and (c) no service charge will be made for any registration of transfer or exchange of the certificated Series B Notes, although we may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.
So longAdvisers Act, is registered as DTC or any successor depositary for a Global Note, or any nominee, is the registered owner of such Global Note, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the Series B Notes represented by such Global Note for all purposes under the Indenture and the Series B Notes. Except as set forth above, owners of beneficial interests in a Global Note will not be entitled to have the Series B Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of certificated Series B Notes in definitive form and will not be considered to be the owners or holders of any Series B Notes under such Global Note. Accordingly, each person owning a beneficial interest in a Global Note must rely on the procedures of DTC or any successor depositary, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the Indenture. We understand that under existing industry practices, in the event that we request any action of holders or that an owner of a beneficial interest in a Global Note desires to give or take any action which a holder is entitled to give or take under the Indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.
DTC has advised us that it will take any action permitted to be taken by a holder of Series B Notes (including the presentation of Series B Notes for exchange) only at the direction of one or more participants to whose accounts the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Indenture, DTC will exchange the Global Notes for Certificated Securities, which it will distribute to its participants.
DTC has advised us as follows: DTC is a limited purpose trust company organizedinvestment adviser under the laws of the Statestate in which it maintains its principal office and place of business; (d) is a broker-dealer registered under the Exchange Act; or (e) has, and at all times that the Benefit Plan Investor is invested in a New York,Note will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a memberrelative of the Federal Reserve System,owner of an investing individual retirement account or (ii) a “clearing corporation”participant or beneficiary of the Plan investing in a New Note in such capacity);
(2) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Benefit Plan Investor of a New Note;
(3) the Plan Fiduciary is a “fiduciary” with respect to the Benefit Plan Investor within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisionsSection 3(21) of ERISA, Section 17A4975 of the Exchange Act. DTC was createdCode, or both, and is responsible for exercising independent judgment in evaluating the Benefit Plan Investor’s acquisition of a New Note;
(4) Lennar has not exercised any authority to hold securities for its participantscause the Benefit Plan Investor to invest in a New Note or to negotiate the terms of the Benefit Plan Investor’s investment in a New Note; and facilitate
(5) the clearancePlan Fiduciary has been informed by Lennar: (a) that Lennar is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity, and settlementthat no such entity has given investment advice or otherwise made a recommendation, in connection with the Benefit Plan Investor’s acquisition of securities transactions between participants through electronic book-entry changes in accountsa New Note; and (b) of its participants, thereby eliminating the need for physical movementexistence and nature of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).
Although DTC has agreed to the foregoing procedures in order to facilitate transfers ofLennar’s financial interests in the GlobalBenefit Plan Investor’s acquisition of a New Note. The above representations are intended to comply with the DOL fiduciary rule (DOL Reg. Section 29 C.F.R.2510.3-21) generally, and in particular, DOL Reg. Sections 29 C.F.R.2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). To the extent these regulations are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.
The sale of any New Notes among participantsto a Benefit Plan Investor is in no respect a representation by any party or entity that such an investment meets all relevant legal requirements with respect to investments by Benefit Plan Investors generally or any particular Benefit Plan Investor, or that such an investment is appropriate for Benefit Plan Investors generally or any particular Benefit Plan Investor.
These offers are not a representation by us that an acquisition of DTC, itthe New Notes meets any or all legal requirements applicable to investments by Plans, Governmental Plans, Church Plans,non-U.S. Plans or entities whose underlying assets include the assets of a Plan or that such an investment is under no obligation to perform such procedures, and such procedures may be discontinued atappropriate for any time. Neitherparticular Plan, Governmental Plan, Church Plan,non-U.S. Plan or entity whose underlying assets include the Issuer nor the Trustee nor the Initial Purchasers will have any responsibility for the performance by DTC or its participants or indirect participantsassets of their respective obligations under the rules and procedures governing their operations.a Plan.
SALESPLAN OF SERIES B NOTES RECEIVED BY BROKER-DEALERSDISTRIBUTION
AAny broker-dealer that holds Series AOriginal Notes for its own account as a result of market-making activities or other trading activities may participate in the exchange offer so long as the broker-dealer has not entered into any arrangement or understanding with us or any of our affiliates to distribute the Series B Notes it will receive as a result of the exchange. A broker-dealer that holds Series A Noteswere acquired for its own account as a result of market-making activities or other trading activities and who receives Series B(other than Original Notes as a result ofacquired directly from us) may exchange for those Series Asuch Original Notes inpursuant to the exchange offerExchange Offers. Any such broker-dealer, however, may be a statutory underwriterdeemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus which meetsmeeting the requirements of the Securities Act of 1933, as amended, in connection with any resales of New Notes received by such broker-dealer in the resaleExchange Offers. Such prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of those Series B Notes.this prospectus. We have agreed that, for a period of 180 days after the Exchange Offer registration statement is declared effective, to the extent permitted by applicable policies and regulations of the SEC, the use of this prospectus is permitted by all persons subject to the prospectus delivery requirements of the Securities Act with respect to the New Notes, including, to the extent permitted by applicable policies and regulations of the SEC, holders of the New Notes that are broker-dealers.
We will not receive any proceeds from any sale of Series BNew Notes by broker-dealers. Series BNew Notes received by broker-dealers for their own account pursuant toin the exchange offerExchange Offers may be sold from time to time in one or more transactions in theover-the-counter market, in negotiated transactions, through the writing of options on the Series BNew Notes or a combination of thosesuch methods of resale, at prices which may or may not be based upon market prices prevailing at the time of the sale.resale, at prices related to such prevailing market prices or negotiated prices. Any such saleof these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the selling broker-dealerthese broker-dealers and/or the purchasers of the Series BNew Notes. Any broker-dealer that sells Series Bresells New Notes that were received by it for its own account pursuant toin the exchange offerExchange Offers and any broker or dealerbroker-dealer that participates in a distribution of such Series Bthe New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profits from saleprofit on any such resale of the Series BNew Notes and any commissionscommission or concessions received by any such personsperson may be deemed to be underwriting compensation.compensation under the Securities Act. The letteraccompanying letters of transmittal statesstate that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not by delivering a prospectus, be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Broker-dealers that receive Series B Notes for their own account in exchange for Series A Notes must acknowledge in the accompanying letter of transmittal or through an agent’s message that they will deliver a prospectus in connection with any resale of the Series B Notes. Broker-dealers that acquired Series A Notes for their own account as a result of market-making activities or other trading activities and who receive Series B Notes in exchange for those Series A Notes in the exchange offer may use this prospectus, as it may be supplemented or amended, in connection with the resale of those Series B Notes.
For a period of one year after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests one . We have agreed to pay all expenses incident to the exchange offer (including the reasonable fees and disbursements of one firm of special counsel for the holders of the Series A Notes), other than commissions or concessions of any brokers or dealers, and we will indemnify the holders of the Series A Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
K&L GatesCertain legal matters with respect to the Exchange Offers and related guarantees will be passed upon for us by Willkie Farr & Gallagher LLP, New York, New York, will pass on the validity of the Series B Notes for us. Mark Sustana, our General Counsel, will pass on the validity of the guarantees for us.York.
The consolidated financial statements, of Lennar Corporationand the related financial statement schedule, incorporated in this Prospectusprospectus by reference from the Company’s Annual Reportannual report on Form10-K for the year ended November 30, 2012, as amended, and the related consolidated financial statement schedule,2017, and the effectiveness of the Company’s internal control over financial reporting, of Lennar Corporation incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K (as originally filed on January 29, 2013) have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference herein.reference. Such consolidated financial statements and consolidated financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATIONThe consolidated financial statements of CalAtlantic Group, Inc. and subsidiaries for the year ended December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 incorporated by reference in the prospectus of Lennar Corporation for the registration of and exchange of $3,562,407,000 of Senior Notes, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
We file annual, quarterly
LENNAR CORPORATION
PROSPECTUS
Offers to Exchange
up to $267,708,000 aggregate principal amount of its 6.625% Senior Notes due 2020 which have been registered under the Securities Act of 1933 for any and current reportsall of its outstanding unregistered 6.625% Senior Notes due 2020;
up to $300,000,000 aggregate principal amount of its 2.95% Senior Notes due 2020 which have been registered under the Securities Act of 1933 for any and all of its outstanding unregistered 2.95% Senior Notes due 2020;
up to $397,610,000 aggregate principal amount of its 8.375% Senior Notes due 2021 which have been registered under the Securities Act of 1933 for any and all of its outstanding unregistered 8.375% Senior Notes due 2021;
up to $291,965,000 aggregate principal amount of its 6.25% Senior Notes due 2021 which have been registered under the Securities Act of 1933 for any and all of its outstanding unregistered 6.25% Senior Notes due 2021;
up to $240,805,000 aggregate principal amount of its 5.375% Senior Notes due 2022 which have been registered under the Securities Act of 1933 for any and all of its outstanding unregistered 5.375% Senior Notes due 2022;
up to $421,441,000 aggregate principal amount of its 5.875% Senior Notes due 2024 which have been registered under the Securities Act of 1933 for any and all of its outstanding unregistered 5.875% Senior Notes due 2024;
up to $395,535,000 aggregate principal amount of its 5.25% Senior Notes due 2026 which have been registered under the Securities Act of 1933 for any and all of its outstanding unregistered 5.25% Senior Notes due 2026;
up to $347,343,000 aggregate principal amount of its 5.00% Senior Notes due 2027 which have been registered under the Securities Act of 1933 for any and all of its outstanding unregistered 5.00% Senior Notes due 2027;
up to $900,000,000 aggregate principal amount of its 4.75% Senior Notes due 2027 which have been registered under the Securities Act of 1933 for any and all of its outstanding unregistered 4.75% Senior Notes due 2027;
Guaranteed by the guarantors named herein
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. | Indemnification of Directors and Officers |
As permitted by Section 145 of the DGCL, our Certificate of Incorporation provides that we shall indemnify any person who is made a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other informationenterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the such person’s conduct was unlawful.
As also permitted by Section 145 of the DGCL, our Certificate of Incorporation further provides that we shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the SEC. You can readdefense or settlement of such action or suit if such person acted in good faith and copy any materials that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writingin a manner such person reasonably believed to be in or not opposed to the SEC and paying a fee for the copying cost. You can call the SEC at1-800-SEC-0330 for more information about the operationbest interests of the public reference room. Our SEC filings are also available atcorporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the SEC’s Internet website atwww.sec.gov. In addition, you can readcorporation unless and copy our SEC filings atonly to the officesextent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the New York Stock Exchange, 20 Broad Street, New York, N.Y. 10005.
We also make available onOur Certificate of Incorporation provides, as permitted by Section 145 of the DGCL, that the indemnification provided in our website, www.lennar.com, freeCertificate of charge, our annual, quarterly and current reports and any amendments to these reports, as soon as reasonably practicable after we electronically file these documents with, or furnish them to, the SEC. The information on, or accessible through, our websiteIncorporation is not exclusive of other rights to which those indemnified may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise. Our Certificate of Incorporation permits us to purchase and maintain insurance on behalf of persons who are entitled to indemnification, and we maintain directors’ and officers’ liability insurance for our directors and officers.
The states in which many of the guarantor registrants are incorporated permit or, under some circumstances, require indemnification of directors or officers. However, Lennar Corporation applies the provisions of its Certificate of Incorporation to indemnification of directors and officers of its wholly-owned subsidiaries, including the guarantor registrants.
Item 21. | Exhibits |
(a) Exhibits
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The following exhibits are filed as part of this prospectus and should not be relied upon in connection with making any investment decision with respect to the Notes offered by this prospectus.
We disclose important information to you by referring you to documents that we have previously filed with the SEC or documents that we will file with the SEC in the future. The information incorporated by reference is considered to be part of this prospectus.
We are incorporating by reference in this prospectus the documents listed below, which we have previously filed with the SEC. Each of the documents incorporated by reference is an important part of this prospectus.registration statement:
Whenever after
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II-4
(b) Financial Statement Schedules:
All schedules have been omitted because they are not applicable or not required or the daterequired information is included in the financial statements or notes thereto, which are incorporated herein by reference.
Item 22. | Undertakings. |
Each undersigned Registrant hereby undertakes:
(1) That, for the purposes of this prospectus and until one year afterdetermining any liability under the expiration dateSecurities Act of 1933, each filing of the exchange offer, we file reportsRegistrant’s annual report pursuant to section 13 (a) or documents under Section 13(a), 13(c), 14 orsection 15(d) of the Securities Exchange Act as amended, those reports and documents willof 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15 (d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be parta new registration statement relating to the securities offered therein, and the offering of this prospectus from thesuch securities at that time they are filed. Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus willshall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus modifies or supersedes the statement. Nothing in this prospectus will be deemed to incorporate information furnished by us on Form8-K that, pursuant to and in accordance with the rules and regulations of the SEC, is not deemed “filed” for purposes of the Exchange Act.initial bona fide offering thereof.
We will provide to each person to whom a copy of this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus. We will provide this information at no cost to the requester upon written request addressed to Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attention: Office of the General Counsel, or upon oral request by calling our Office of the General Counsel at (305) 559-4000.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND CONTROL PERSONS
Section 145 of the Delaware General Corporation Law (“DGCL”) empowers us to indemnify, subject to certain limitations, any person in connection with any action, suit or proceeding brought or threatened by reason of the fact that the person was a director, officer, employee or agent of ours, or is or was serving as such with respect to another entity at our request. The DGCL also permits us to purchase insurance covering our directors, officers, employees and agents, even if its coverage includes matters for which we could not indemnify our directors or officers. Our bylaws provide for the indemnification by us of each of our directors and officers to the fullest extent permitted by applicable law.
(2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers orand controlling persons controllingof the registrantRegistrant pursuant to the foregoing provisions we havedescribed under Item 15 of the registration statement, or otherwise, the Registrant has been informedadvised that in the opinion of the Securities and Exchange Commission thatSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
No dealer, salesperson, In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or otherpaid by a director, officer or controlling person has been authorized to giveof the Registrant in the successful defense of any informationaction, suit or to make any representationsproceeding) is asserted by such director, officer or controlling person, in connection with the offer madesecurities being registered, the Registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(3) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this prospectus other than thoseregistration statement in reliance upon Rule 430A and contained in a form of prospectus filed by such registrant pursuant to Rule 424(b)(1) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
II-5
(4) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and if anythe offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Each undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or representation not13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in this prospectus is given or made, that information or representation must not be relied upon as having been authorized by Lennar. This prospectus does not constitute an offerdocuments filed subsequent to exchange or the solicitation of an offer to exchange any security other than those to which it relates, nor does it constitute an offer to exchange, or the solicitation of an offer to exchange, to any person in any jurisdiction in which that offer or solicitation is not authorized, or in which the person making the offer or solicitation is not permitted to do so, or to any person to whom it is unlawful to make the offer or solicitation. Neither the delivery of this prospectus nor any exchange as a resulteffective date of the offer to which it relates will, under any circumstances, imply that there has been no change in the affairs of Lennar sinceregistration statement through the date of this prospectus orresponding to the request.
Each undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the information containedsubject of and included in this prospectus is correct as of any time subsequent its date.
Registration Statement when it became effective.
$275,000,000II-6
Offer to exchange Series B 4.125% Senior Notes due 2018,
including related guarantees,
for outstanding Series A 4.125% Senior Notes due 2018.
PROSPECTUS
August—, 2013
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20.Indemnification Of Directors And Officers.
Section 145 of the Delaware General Corporation Law (“DGCL”) empowers us to indemnify, subject to certain limitations, any person in connection with any action, suit or proceeding brought before or threatened by reason of the fact that the person was a director, officer, employee or agent of ours, or is or was serving as such with respect to another entity at our request. The DGCL also permits us to purchase insurance covering our directors, officers, employees and agents, even if its coverage includes matters for which we could not indemnify our directors or officers.
Our bylaws provide for the indemnification by us of each of our directors and officers to the fullest extent permitted by applicable law.
Item 21.Exhibits And Financial Statement Schedules.
|
| |
II-1
Item 22.Undertakings.
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II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Tampa, State of Florida on August 2, 2013.April 27, 2018.
LENNAR CORPORATION | ||
By: | /s/ | |
| ||
Title: | Chief Executive Officer |
The following direct or indirect subsidiaries of registrant maywill guarantee the debt securitiesNew Notes and areco-registrants under this registration statement:
Name ofCo-Registrant
308 Furman, Ltd.
360 Developers, LLC
Ann Arundel Farms, Ltd.
Aquaterra Utilities, Inc.
Asbury Woods L.L.C.
Astoria Options, LLC
Autumn Creek Development, Ltd.
Aylon, LLC
Bainebridge 249, LLC
Bay Colony Expansion 369, Ltd.
Bay River Colony Development, Ltd.
BB Investment Holdings, LLC
BCI Properties, LLC
Bellagio Lennar, LLC
Belle Meade LEN Holdings, LLC
Belle Meade Partners, LLC
Black Mountain Ranch, LLC
BPH I, LLC
Bramalea California, Inc.
Bressi Gardenlane, LLC
Builders LP, Inc.
CalAtlantic Group, Inc.
CalAtlantic Homes of Arizona, Inc.
CalAtlantic Homes of Georgia, Inc.
CalAtlantic Homes of Indiana, Inc.
CalAtlantic Homes of Texas, Inc.
CalAtlantic Homes of Washington, Inc.
CalAtlantic Title, Inc.
Cambria L.L.C.
Cary Woods, LLC
Casa Marina Development, LLC
Caswell Acquisition Group, LLC
Cedar Lakes II, LLC
Chancellor Place at Hamilton, LLC
Cherrytree II LLC
CL Ventures, LLC
Coco Palm 82, LLC
Colonial Heritage LLC
Concord Station, LLP
Coto De Caza, Ltd., Limited Partnership
Coventry L.L.C.
CPFE, LLC
CP Red Oak Management, LLC
CP Red Oak Partners, Ltd.
CPFE, LLC
Creekside Crossing, L.L.C.
Danville Tassajara Partners, LLC
Darcy-Joliet LLCL.L.C.
DBJ Holdings, LLC
Durrell 33, LLC
DTC Holdings of Florida, LLC
Durrell 33, LLC
Estates Seven, LLC
EV, LLC
Evergreen Village LLC
Faria Preserve, LLC
F&R Florida Homes, LLC
F&R QVI Home Investments USA, LLC
Fidelity Guaranty and Acceptance Corp.
FLORDADE LLC
Fox-Maple Associates, LLC
Friendswood Development Company, LLC
Garco Investments, LLC
Greentree Holdings, LLC
Greystone Construction, Inc.
Greystone Homes, Inc.
Greystone Homes of Nevada, Inc.
Greystone Nevada, LLC
Greywall Club L.L.C.
Hammocks Lennar LLC
Harveston, LLC
Haverford Venture L.L.C.
Haverton L.L.C.
HCC Investors, LLC
Heathcote Commons LLC
Heritage of Auburn Hills, L.L.C.
Hewitts Landing Trustee, LLC
Home Buyer’s Advantage Realty, Inc.
Homecraft Corporation
HTC Golf Club, LLC
HW SF, LLC
Inactive Companies, LLC
Independence L.L.C.
Isles at Bayshore Club, LLC
Kendall Hammocks Commercial, LLC
Lagoon Valley Residential, LLC
Lakelands at Easton, L.L.C.
Lakeside Farm, LLC
Largo Park Multifamily Developer,LB/L-Duc III Antioch 330 LLC
LCD Asante, LLC
Legends Club, LLC
Legends Golf Club, LLC
LEN - Belle Meade, LLC
LEN - CG South, LLC
LEN - Palm Vista, LLC
LEN Paradise Cable, LLC
LEN Paradise Operating, LLC
Len Paradise, LLC
LEN-CG South, LLC
Lencraft, LLC
LenFive, LLC
LenFive Opco GP, LLC
LenFive Sub, LLC
LenFive Sub Opco GP, LLC
LenFive Sub II, LLC
LenFive Sub III, LLC
LENH I, LLC
Len-Hawks Point, LLC
Lennar - BVHP, LLC
Lennar Aircraft I, LLC
Lennar Arizona Construction, Inc.
Lennar Arizona, Construction, Inc.
Lennar Associates Management, LLC
Lennar Associates Management Holding Company
Lennar Associates Management, LLC
Lennar Avenue One, LLC
Lennar Bridges, LLC
Lennar Buffington Colorado Crossing, L.P.
Lennar Buffington Zachary Scott, L.P.
Lennar Carolinas, LLC
Lennar Central Park, LLC
Lennar Central Region Sweep, Inc.
Lennar Central Texas, L.P.
Lennar Chicago, Inc.
Lennar Cobra, LLC
Lennar Colorado Minerals LLC
Lennar Colorado, LLC
Lennar Commercial Investors, LLC
Lennar Communities, Inc.
Lennar Communities Development, Inc.
Lennar Communities Nevada, LLC
Lennar Communities of Chicago L.L.C.
Lennar Construction,Communities, Inc.
Lennar Coto Holdings, L.L.C.Construction, Inc.
Lennar Courts, LLC
Lennar Developers, Inc.
Lennar Distressed Investments, LLC
Lennar Family of Builders GP, Inc.
Lennar Family of Builders Limited Partnership
Lennar Flamingo, LLC
Lennar Fresno, Inc.
Lennar Gardens, LLC
Lennar Georgia, Inc.
Lennar Greer Ranch Venture, LLC
Lennar Heritage Fields, LLC
Lennar Hingham Holdings, LLC
Lennar Hingham JV, LLC
Lennar Homes Holding, LLC
Lennar Homes NJ, LLC
Lennar Homes LLC
Lennar Homes of Arizona, Inc.
Lennar Homes of California, Inc.
Lennar Homes of Tennessee, LLC
Lennar Homes of Texas Land and Construction, Ltd.
Lennar Homes of Texas Sales and Marketing, Ltd.
Lennar Illinois Trading Company,Homes, LLC
Lennar Imperial Holdings Limited Partnership
Lennar International Holding, LLC
Lennar International, LLC
Lennar Land Partners Sub, Inc.
Lennar Land Partners Sub II, Inc.
Lennar Layton, LLC
Lennar Long Beach Promenade Partners, LLC
Lennar Lytle, LLC
Lennar Mare Island, LLC
Lennar Marina A Funding, LLC
Lennar Massachusetts Properties, Inc.
Lennar Middletown, LLC
Lennar Multifamily Investors,Communities, LLC
Lennar New Jersey Properties, Inc.
Lennar New York, LLC
Lennar Northeast Properties Inc.LLC
Lennar Northeast Properties, LLCInc.
Lennar Northwest, Inc.
Lennar Pacific Properties Management, Inc.
Lennar Pacific Properties, Inc.
Lennar Pacific, Properties Management, Inc.
Lennar PI Acquisition, LLC
Lennar PI Property Acquisition, LLC
Lennar PIS Management Company, LLC
Lennar PNW, Inc.
Lennar Point, LLC
Lennar Port Imperial South, LLC
Lennar Realty, Inc.
Lennar Renaissance, Inc.
Lennar Reno, LLC
Lennar Rialto Investment LP
Lennar Riverside West LLCUrban Renewal Company, L.L.C.
Lennar Riverside West, Urban Renewal Company, L.L.C.LLC
Lennar Sacramento, Inc.
Lennar Sales Corp.
Lennar San Jose Holdings, Inc.
Lennar/Shadeland, LLC
Lennar Southland I, Inc.
Lennar Southwest Holding Corp.
Lennar Spencer’s Crossing, LLC
Lennar Texas Holding Company
Lennar Trading Company, LP
Lennar Ventures, LLC
Lennar West Valley, LLC
Lennar.com Inc.
Lennar/LNR Camino Palomar, LLC
Lennar-Lantana Boatyard, Inc.
LEN-Ryan I,1, LLC
Len-Verandahs, LLP
LFS Holding Company, LLC
LH Eastwind, LLC
LH-EH Layton Lakes Estates, LLC
LHI Renaissance, LLC
LMI (150 Ocean)LMC Construction, LLC
LMC Malden Station Investor, LLC
LMI Fullerton,Contractors, LLC
LMI Glencoe Dallas LLC
LMI Glencoe Dallas Investor. LLC
LMI Glenview Investor, LLC
LMI Lakes West Covina Investor, LLC
LMI Las Colinas Station, LLC
LMI Naperville Investor, LLC
LMI Park Central LLC
LMI Park Central Investor, LLC
LMI Pearl Apartment Homes, LLC
LMI Pearl Apartment Homes Holdings, LLC
LMICS, LLC
LMI-Contractors, LLC
LMI-Jacksonville, LLC
LMI-JC Developer, LLC
LMI-JC, LLC
LMI-South Kings Development, LLC
LMI-West Seattle, LLC
LNC at Meadowbrook, LLC
LNC at Ravenna, LLC
LNC Communities I, Inc.
LNC Communities II, LLC
LNC Communities III, Inc.
LNC Communities IV, LLC
LNC Communities V, LLC
LNC Communities VI, LLC
LNC Communities VII, LLC
LNC Communities VIII, LLC
LNC Communities IX, LLC
LNC Northeast Mortgage, Inc.
LNC Pennsylvania Realty, Inc.
Long Beach Development, LLC
Lori Gardens Associates L.L.C.
Lori Gardens Associates II, LLC
Lori Gardens Associates III, LLC
Lori Gardens Associates, L.L.C.
Lorton Station, LLC
LW D’Andrea, LLC
Madrona Ridge L.L.C.
Madrona Village L.L.C.
Madrona Village Mews L.L.C.
Majestic Woods, LLC
Marble Mountain Partners, LLC
Mid-County Utilities, Inc.
Mission Viejo 12S Venture, LP
Mission Viejo Holdings, Inc.
Moffett Meadows Partners, LLC
NC Properties I, LLC
NC Properties II, LLC
North American Asset Development, LLC
North American Title Company, Inc.
Northbridge L.L.C.
Northeastern Properties LP, Inc.
OHC/Ascot Belle Meade, LLC
One SR, L.P.
Palm Gardens At Doral Clubhouse, LLC
Palm Gardens at Doral, LLC
Palm Vista Preserve, LLC
PD-Len Boca Raton, LLC
PD-Len Delray, LLC
PG Properties Holding, LLC
Pioneer Meadows Development, LLC
Pioneer Meadows Investments, LLC
POMAC, LLC
Prestonfield L.L.C.
Providence Lakes, LLP
PT Metro, LLC
Raintree Village II L.L.C.
Raintree Village II L.L.C.
Renaissance Joint Venture
Reserve @ Pleasant Grove II LLC
Reserve @ Pleasant Grove LLC
Reserve at River Park, LLC
Reserve at South Harrison, LLC
Rivendell Joint Venture
Rivenhome Corporation
RMV, LLC
Rutenberg Homes of Texas, Inc.
Rutenberg Homes, of Texas, Inc.
Rye Hill Company, LLC
R-Ranch Development, LLCRyland Homes of California, Inc.
R-Ranch Orlando Lender, LLC
S. Florida Construction,Ryland Homes Nevada, LLC
S. Florida Construction II, LLC
S. Florida Construction III, LLC
S. Florida Construction, LLC
San Lucia, LLC
Santa Ana Transit Village, LLC
Savannah Development, Ltd.
Savell Gulley Development, LLC
Scarsdale, LTD.
Schulz Ranch Developers, LLC
Seminole/70th, LLC
Siena at Old Orchard LLCL.L.C.
South Development, LLC
Southbank Holding, LLC
Spanish Springs Development, LLC
Spectrum Eastport, LLC
SPIC Del Sur, LLC
SPIC Dublin, LLC
Standard Pacific 1, Inc.
Standard Pacific Investment Corp.
Standard Pacific of Colorado, Inc.
Standard Pacific of Florida
Standard Pacific of Florida GP, Inc.
Standard Pacific of Las Vegas, Inc.
Standard Pacific of Orange County, Inc.
Standard Pacific of Tampa
Standard Pacific of South Florida GP, Inc.,
Standard Pacific of the Carolinas, LLC
St. Charles Active Adult Community, LLC
St. Charles Community, LLC
Stoney Corporation
Stoney Holdings, LLC
Stoneybrook Clubhouse, Inc.
Stoneybrook Joint Venture
Strategic Cable Technologies, L.P.
Strategic Holdings, Inc.
Strategic Technologies, LLC
Summerfield Venture L.L.C.
Summerwood, L.L.C.LLC
SunStreet Energy Group, LLC
TCO QVI, LLC
Temecula Valley, LLC
Terra Division, LLC
The Baywinds Land Trust
The Bridges at Rancho Santa Fe Sales Company, Inc.
The Bridges Club at Rancho Santa Fe, Inc.
The LNC Northeast Group, Inc.
The Preserve at Coconut Creek, LLC
The Ryland Corporation
Treasure Island Holdings, LLC
Treviso Holding, LLC
Tustin Villas Partners, LLC
Tustin Vistas Partners, LLC
U.S. Home Corporation
U.S. Home of Arizona Construction Co.
U.S. Home Realty, Inc.
U.S.H. Los Prados, Inc.
U.S.H. Realty, Inc.
USH Equity Corporation
USH - Flag, LLC
USH Equity Corporation
USH LEE, LLC
USH (West Lake),Woodbridge, Inc.
USH Woodbridge, Inc.
UST Lennar Collateral Sub, LLC
UST Lennar GP PIS 10, LLC
UST Lennar GP PIS 7, LLC
UST Lennar HW Scala SF Joint Venture
Valencia at Doral, LLC
Vineyard Point 2009, LLC
Watermark Realty, Inc.
Watermark Realty Referral, Inc.
WCI Communities, Inc.
WCI Communities, LLC
WCI Communities Management, LLC
WCI Communities Rivington, LLC
WCI Realty, Inc.
WCI Towers Northeast USA, Inc.
WCP, LLC
West Chocolate Bayou Development, LLC
West Lake Village, LLC
West Seattle Project X, LLC
West Van Buren L.L.C.
Westchase, Inc.
Willowbrook Investors, LLC
Woodbridge Multifamily Developer I, LLC
Wright Farm, L.L.C.
By: | / | |
Name: Mark Sustana | ||
Title: | general partner of the entity |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stuart A. Miller, Bruce E. Gross,Richard Beckwitt, Diane J. Bessette and Mark Sustana as his or her true and lawfulattorney-in-fact and agent, with full powers of substitution, to sign for him or her and in his or her name any or all amendments (including post-effective amendments) to the registration statement to which this power of attorney is attached and to file those amendments and all exhibits to them and other documents to be filed in connection with them with the Securities and Exchange Commission.
This PowerOn Behalf of Attorney may be executed in any number of counterparts, and by the different signatories in separate counterparts, each of which when executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument.Lennar Corporation:
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and onas of the dates indicated.
Signature |
| Date | ||
/
| Chief Executive Officer and Director (Principal Executive Officer) | |||
Richard Beckwitt | ||||
/
| Vice President, and Treasurer (Principal Financial Officer) | |||
Diane Bessette | ||||
/ s/ David | Controller (Principal Accounting Officer) | |||
David Collins | ||||
/ s/ Irving Bolotin | Director | |||
Irving Bolotin | ||||
/ s/ Steven L. Gerard | Director | |||
Steven L. Gerard | ||||
/s/ Theron I. | Director | |||
Theron I. Gilliam | ||||
/ s/ Sherrill W. Hudson | Director | |||
Sherrill W. Hudson | ||||
/
| Director | |||
Jonathan Jaffe | ||||
/ s/ Sidney Lapidus | Director | |||
Sidney Lapidus | ||||
/ s/ Teri P. McClure | Director | |||
Teri P. McClure | ||||
| Director | April 27, 2018 | ||
Stuart Miller | ||||
| Director | April 27, 2018 | ||
Armando Olivera | ||||
/s/ Jeffrey Sonnenfeld | Director | April 27, 2018 | ||
Jeffrey Sonnenfeld | ||||
/s/ Scott Stowell | Director | April 27, 2018 | ||
Scott Stowell |
On Behalf of the FollowingCo-Registrants:
308 Furman, Ltd.(14)(1)
360 Developers, LLC(38)LLC(2)
Ann Arundel Farms, Ltd.(14)(1)
Aquaterra Utilities, Inc.*(i)(xiii)
Asbury Woods L.L.C.(1)(3)
Astoria Options, LLC(1)LLC(4)
Autumn Creek Development, Ltd.(14)(1)
Aylon, LLC(27)LLC(5)
Bainebridge 249, LLC(6)
Bay Colony Expansion 369, Ltd.(14)(1)
Bay River Colony Development, Ltd.(14)(1)
BB Investment Holdings, LLC(39)LLC(7)
BCI Properties, LLC(39)LLC(7)
Bellagio Lennar, LLC(6)
Belle Meade LEN Holdings, LLC(6)
Belle Meade Partners, LLC(6)LLC(8)
Black Mountain Ranch, LLC (50)
BPH I, LLC(39)LLC(7)
Bramalea California, Inc.*(ii)(xiii)
Bressi Gardenlane, LLC(11)LLC(9)
Builders LP, Inc.*(i)(xiv)
CalAtlantic Group, Inc. (i)(xiii)
CalAtlantic Homes of Arizona, Inc. (i)(xiii)
CalAtlantic Homes of Georgia, Inc. (i)(xiii)
CalAtlantic Homes of Indiana, Inc. (i)(xiii)
CalAtlantic Homes of Texas, Inc. (i)(xiii)
CalAtlantic Homes of Washington, Inc. (i)(xiii)
CalAtlantic Title, Inc.(xv)
Cambria L.L.C.(1)(3)
Cary Woods LLC(1)LLC(3)
Casa Marina Development, LLC(38)LLC(11)
Caswell Acquisition Group, LLC(3)
Cedar Lakes II, LLC(27)
Chancellor Place at Hamilton, LLC(2)LLC(iii)(xiii)
Cherrytree II LLC(2)LLC(4)
CL Ventures, LLC(2)LLC(4)
Coco Palm 82, LLC(6)
Colonial Heritage LLC(2)LLC(4)
Concord Station, LLP(42)
Coto De Caza, Ltd., Limited Partnership(4)LLP(10)
Coventry L.L.C.(1)(3)
CPFE, LLC(2)LLC(4)
CP Red Oak Management, LLC(40)LLC(12)
CP Red Oak Partners, Ltd.(15)(13)
Creekside Crossing, L.L.C.(1)(3)
Danville Tassajara Partners, LLC(11)LLC(14)
Darcy-Joliet, LLC(24)LLC(15)
DBJ Holdings, LLC(39)LLC(7)
Durrell 33, LLC(2)LLC(4)
DTC Holdings of Florida, LLC(6)
Estates Seven, LLC(7)LLC(16)
EV, LLC(2)LLC(iii)
Evergreen Village LLC(2)LLC(4)
Faria Preserve, LLC (51)
F&R Florida Homes, LLC(6)LLC(i)(xiii)
F&R QVI Home Investments USA, LLC(2)LLC(iii)(xiii)
Fidelity Guaranty and Acceptance Corp.*(i)(xiii)
FLORDADE LLC(6)
Fox-Maple Associates, LLC(2)LLC(4)
Friendswood Development Company, LLC(40)LLC(12)
Garco Investments, LLC(38)
Greentree Holdings, LLC(2)LLC(30)
Greystone Construction, Inc.*
Greystone Homes, Inc.*(i)(xiii)
Greystone Homes of Nevada, Inc.*(i)(xiii)
Greystone Nevada, LLC(9)LLC(17)
Greywall Club L.L.C.(3)
Hammocks Lennar LLC(6)
Greywall Club L.L.C.(1)
Harveston, LLC(11)
Haverford Venture L.L.C.(1)LLC(14)
Haverton L.L.C.(1)(3)
HCC Investors, LLC(11)LLC(14)
Heathcote Commons LLC(2)LLC(4)
Heritage of Auburn Hills, L.L.C.(2)(4)
Hewitts Landing Trustee, LLC(10)LLC(iii)(xiii)
Home Buyer’s Advantage Realty, Inc.*(i)(xiii)
Homecraft Corporation*Corporation(i)(xiii)
HTC Golf Club, LLC(36)
HW SF, LLC(54)LLC(18)
Inactive Companies, LLC(6)
Independence L.L.C.(2)(4)
Isles at Bayshore Club, LLC(6)
Kendall Hammocks Commercial, LLC(6)
Lagoon Valley Residential, LLC (52)
Lakelands at Easton, L.L.C.(2)(4)
Lakeside Farm, LLC(2)
Largo Park Multifamily Developer, LLC(44)LB/L-Duc III Antioch 330 LLC (52)
LCD Asante, LLC(34)LLC(iii)(xiv)
Legends Club, LLC(33)LLC(i)(xiv)
Legends Golf Club, LLC(33)LLC(i)(xiv)
LEN -– Belle Meade, LLC(6)
LEN -– CG South, LLC(6)
LEN -– Palm Vista, LLC(6)
LEN Paradise Cable, LLC(6)
LEN Paradise Operating, LLC(6)
Len Paradise, LLC(6)
Lencraft, LLC(2)LLC(4)
LenFive, LLC(14)
LenFive Opco GP, LLC (49)
LenFive Sub, LLC (49)
LenFive Sub Opco GP, LLC (19)
LenFive Sub II, LLC(49)
LenFive Sub III, LLC(49)
LENH I, LLC(6)
Len-HawksLen – Hawks Point, LLC(6)
Lennar - BVHP, LLC*
Lennar Aircraft I, LLC(18)LLC(20)
Lennar Arizona, Inc.*(i)(xiii)
Lennar Arizona Construction, Inc.*(i)(xiii)
Lennar Associates Management, LLC*LLC(i)(xiv)
Lennar Associates Management Holding Company*Company(i)(xiii)
Lennar Avenue One, LLC(11)LLC(14)
Lennar Bridges, LLC(11)LLC(14)
Lennar Buffington Colorado Crossing, L.P.(14)(1)
Lennar Buffington Zachary Scott, L.P.(14)(1)
Lennar Carolinas, LLC*LLC(i)(xiii)
Lennar Central Park, LLC(11)LLC(14)
Lennar Central Region Sweep, Inc.*(i)(xiv)
Lennar Central Texas, L.P.(14)(1)
Lennar Chicago, Inc.*
Lennar Cobra, LLC(5)(i)(xiii)
Lennar Colorado Minerals LLC(36)LLC(18)
Lennar Colorado, LLC(11)
Lennar Commercial Investor, LLC(2)LLC(iv)
Lennar Communities, Inc.*(i)(xiv)
Lennar Communities Development, Inc.*(i)(xiv)
Lennar Communities Nevada, LLC(9)LLC(17)
Lennar Communities of Chicago L.L.C.(1)(iii)(xiv)
Lennar Construction, Inc.*
Lennar Coto Holdings, L.L.C.(11)(i)(xiii)
Lennar Courts, LLC(6)
Lennar Developers, Inc.*
Lennar Distressed Investments, LLC*(i)(xiv)
Lennar Family of Builders GP, Inc.*(i)(xiv)
Lennar Family of Builders Limited Partnership(12)Partnership(21)
Lennar Flamingo, LLC(6)
Lennar Fresno, Inc.*(i)(xiii)
Lennar Gardens, LLC(33)LLC(6)
Lennar Georgia, Inc.*(i)(xiii)
Lennar Greer Ranch Venture, LLC(11)LLC(14)
Lennar Heritage Fields, LLC(11)LLC(14)
Lennar Hingham Holdings, LLC(25)LLC(iii)(xiii)
Lennar Hingham JV, LLC(19)LLC(22)
Lennar Homes Holding, LLC(18)LLC(iii)(xiv)
Lennar Homes NJ, LLC(44)LLC(4)
Lennar Homes, LLC(18)LLC(iii)(xiii)
Lennar Homes of Arizona, Inc.*(i)(xiii)
Lennar Homes of California, Inc.*(i)(xiii)
Lennar Homes of Tennessee, LLC(iii)(xiii)
Lennar Homes of Texas Land and Construction, Ltd.(14)(1)
Lennar Homes of Texas Sales and Marketing, Ltd.(14)
Lennar Illinois Trading Company, LLC(1)(1)
Lennar Imperial Holdings Limited Partnership(20)Partnership(23)
Lennar International Holding, LLC(51)LLC(24)
Lennar International, LLC(52)
Lennar Land Partners Sub, Inc.*
Lennar Land Partners Sub II, Inc.*LLC(iii)(xiii)
Lennar Layton, LLC(34)
Lennar Long Beach Promenade Partners, LLC(11)LLC(iii)(xiii)
Lennar Lytle, LLC(5)LLC(26)
Lennar Mare Island, LLC(11)LLC(14)
Lennar Marina A Funding, LLC(19)LLC(22)
Lennar Massachusetts Properties, Inc.*(i)(xiii)
Lennar Middletown, LLC(2)LLC(4)
Lennar Multifamily Investors, LLC*Communities, LLC(iii)(xiii)
Lennar New Jersey Properties Inc.*(i)(xiii)
Lennar New York, LLC(2)LLC(iii)(xiii)
Lennar Northeast Properties, Inc.*(i)(xiii)
Lennar Northeast Properties LLC(21)LLC(iii)(xiii)
Lennar Northwest, Inc.(33)(i)(xiii)
Lennar Pacific, Inc.*(i)(xiii)
Lennar Pacific Properties, Inc.*(i)(xiii)
Lennar Pacific Properties Management, Inc.*(i)(xiii)
Lennar PI Acquisition, LLC(2)LLC(iii)(xiv)
Lennar PI Property Acquisition, LLC(2)LLC(iii)(xiv)
Lennar PIS Management Company, LLC(21)
Lennar PNW, Inc.*LLC(27)
Lennar Point, LLC(2)LLC(4)
Lennar Port Imperial South, LLC(21)LLC(28)
Lennar Realty, Inc.*
Lennar Renaissance, Inc.*(v)
Lennar Reno, LLC(9)LLC(vi)
Lennar Rialto Investment LP(26)LP(vii)
Lennar Riverside West, LLC(21)LLC(28)
Lennar Riverside West Urban Renewal Company, L.L.C.(23)(29)
Lennar Sacramento, Inc.*(i)(xiii)
Lennar Sales Corp.*
Lennar San Jose Holdings, Inc.*
Lennar/Shadeland, LLC(2)
Lennar Southland I, Inc.*(i)(xiii)
Lennar Southwest Holding Corp.*(i)(xiv)
Lennar Spencer’s Crossing, LLC(11)LLC(14)
Lennar Texas Holding Company*Company(i)(xiv)
Lennar Trading Company, LP(14)LP(1)
Lennar Ventures, LLC*LLC(viii)
Lennar West Valley, LLC(8)LLC(14)
Lennar.com Inc.*(i)(xiv)
Lennar/LNR Camino Palomar, LLC(11)LLC(14)
Lennar-Lantana Boatyard, Inc.*(i)(xiv)
LEN-Ryan 1,I, LLC(6)
Len-Verandahs, LLP(6)
LFS Holding Company, LLC(2)LLP(8)
LH Eastwind, LLC(6)
LH-EH Layton Lakes Estates, LLC(34)LLC(31)
LHI Renaissance, LLC(6)
LMI (150 Ocean)LMC Construction, LLC (iii)(xiii)
LMC Malden Station Investor, LLC(44)
LMI Fullerton, LLC(44)
LMI Glencoe Dallas, LLC(44)LLC(32)
LMI Glencoe Dallas Investor, LLC(44)
LMI Glenview Investor, LLC(44)LLC(33)
LMI Lakes West Covina Investor, LLC(44)LLC(33)
LMI Las Colinas Station, LLC(44)LLC(33)
LMI Naperville Investor, LLC(44)
LMI Park Central, LLC(44)LLC(33)
LMI Park Central Investor, LLC(44)LLC(33)
LMI Pearl Apartment Homes, LLC(44)Contractors, LLC(iii)(xiii)
LMI Pearl Apartment Homes Holdings, LLC(44)
LMICS, LLC(44)
LMI-Contractors, LLC(44)
LMI-Jacksonville, LLC(44)
LMI-JC Developer, LLC(44)LLC(33)
LMI-JC, LLC(44)LLC(33)
LMI-South Kings Development, LLC(44)
LMI-West Seattle, LLC(44)LLC(iii)(xiii)
LNC at Meadowbrook, LLC(1)LLC(3)
LNC at Ravenna, LLC(1)LLC(3)
LNC Communities I, Inc.*(i)(xiv)
LNC Communities II, LLC(2)LLC(4)
LNC Communities III, Inc.*(i)(xiv)
LNC Communities IV, LLC(2)LLC(4)
LNC Communities V, LLC(2)LLC(4)
LNC Communities VI, LLC(2)LLC(4)
LNC Communities VII, LLC(2)LLC(4)
LNC Communities VIII, LLC(2)
LNC Communities IX, LLC(37)
LNC Northeast Mortgage, Inc.*LLC(4)
LNC Pennsylvania Realty, Inc.*(i)(xiv)
Long Beach Development, LLC(28)LLC(iii)(xiii)
Lori Gardens Associates, L.L.C.(2)(4)
Lori Gardens Associates II, LLC(2)LLC(4)
Lori Gardens Associates III, LLC(2)LLC(4)
Lorton Station, LLC(2)LLC(4)
LW D’Andrea, LLC(31)LLC(35)
Madrona Ridge L.L.C.(1)(3)
Madrona Village L.L.C.(1)(3)
Madrona Village Mews L.L.C.(1)(3)
Majestic Woods, LLC(2)LLC(4)
Marble Mountain Partners, LLC(11)
Mid-County Utilities, Inc.*(i)(xiii)
Mission Viejo 12S Venture, LP(16)LP(36)
Mission Viejo Holdings, Inc.*
Moffett Meadows Partners, LLC(32)(i)(xiii)
NC Properties I, LLC(27)LLC(iii)(xiii)
NC Properties II, LLC(27)LLC(iii)(xiii)
North American Asset Development, LLC(xvi)
North American Title Company, Inc.(xvii)
Northbridge L.L.C.(1)(3)
Northeastern Properties LP, Inc.*(i)(xiii)
OHC/Ascot Belle Meade, LLC(6)LLC(44)
One SR, L.P.(14)(1)
Palm Gardens At Doral Clubhouse, LLC(35)LLC(38)
Palm Gardens at Doral, LLC(6)
Palm Vista Preserve, LLC(2)LLC(4)
PD-Len Boca Raton, LLC(6)
PD-Len Delray, LLC(6)
PG Properties Holding, LLC(27)LLC(5)
Pioneer Meadows Development, LLC(31)LLC(35)
Pioneer Meadows Investments, LLC(31)LLC(35)
POMAC, LLC(2)LLC(4)
Prestonfield L.L.C.(1)(3)
Providence Lakes, LLP(42)LLP(8)
PT Metro, LLC(11)LLC(14)
Raintree Village, L.L.C.(1)(3)
Raintree Village II L.L.C.(24)(15)
Renaissance Joint Venture(2)Venture(39)
Reserve @ Pleasant Grove II LLC(2)LLC(4)
Reserve @ Pleasant Grove LLC(2)LLC(4)
Reserve at River Park, LLC(2)LLC(4)
Reserve at South Harrison, LLC(2)LLC(4)
Rivendell Joint Venture(30)Venture(40)
Rivenhome Corporation*Corporation(i)(xiii)
RMV, LLC(2)LLC(4)
Rutenberg Homes, Inc.*(i)(xiii)
Rutenberg Homes of Texas, Inc.*(i)(xiii)
Ryland Homes of California, Inc. (i)(xiii)
Ryland Homes Nevada, LLC (i)(xiii)
Rye Hill Company, LLC(2)
R-Ranch Development, LLC(6)
R-Ranch Orlando Lender, LLC(6)LLC(4)
S. Florida Construction, LLC(6)
S. Florida Construction II, LLC(6)
S. Florida Construction III, LLC(6)
San Lucia, LLC(35)
Santa Ana Transit Village, LLC(43)LLC(38)
Savannah Development, Ltd.(14)(1)
Savell Gulley Development, LLC(14)LLC(42)
Scarsdale, LTD.(14)(1)
Schulz Ranch Developers, LLC(31)LLC(35)
Seminole/70th, LLC(6)
Siena at Old Orchard, LLC(1)LLC(3)
South Development, LLC(2)LLC(4)
Southbank Holding, LLC(6)
Spanish Springs Development, LLC(2)LLC(4)
Spectrum Eastport, LLC(37)
SPIC Del Sur, LLC (51)
SPIC Dublin, LLC (51)
Standard Pacific 1, Inc. (i)(xiii)
Standard Pacific Investment Corp. (i)(xiii)
Standard Pacific of Colorado, Inc. (i)(xiii)
Standard Pacific of Florida (i)(xiii)
Standard Pacific of Florida GP, Inc. (i)(xiii)
Standard Pacific of Las Vegas, Inc. (i)(xiii)
Standard Pacific of Orange County, Inc. (i)(xiii)
Standard Pacific of Tampa (i)(xiii)
Standard Pacific of South Florida GP, Inc., (i)(xiii)
Standard Pacific of the Carolinas, LLC (i)(xiii)
St. Charles Active Adult Community, LLC(2)LLC(4)
St. Charles Community, LLC (4)
Stoney Corporation*Corporation(i)(xiii)
Stoney Holdings, LLC(2)LLC(4)
Stoneybrook Clubhouse, Inc.(30)(ix)
Stoneybrook Joint Venture(30)
Strategic Cable Technologies, L.P.(17)Venture(43)
Strategic Holdings, Inc.†(x)
Strategic Technologies, LLC†LLC(x)
Summerfield Venture L.L.C.(1)(3)
Summerwood L.L.C.(2)(4)
SunStreet Energy Group, LLC(53)LLC(xi)(xiii)
TCO QVI, LLC(2)LLC(4)
Temecula Valley, LLC(43)LLC(14)
Terra Division, LLC(2)LLC(4)
The Baywinds Land Trust(6)
The Bridges at Rancho Santa Fe Sales Company, Inc.(7)(i)(xiii)
The Bridges Club at Rancho Santa Fe, Inc.(7)(xii)
The LNC Northeast Group, Inc.*(i)(xiv)
The Preserve at Coconut Creek, LLC(6)
The Ryland Corporation (i)(xiii)
Treasure Island Holdings, LLC(14)
Treviso Holding, LLC(6)
Tustin Villas Partners, LLC(11)
Tustin Vistas Partners, LLC(32)LLC(iv)
U.S. Home Corporation*Corporation(i)(xiii)
U.S. Home of Arizona Construction Co.*(i)(xiii)
U.S. Home Realty, Inc.*(i)(xiii)
U.S.H. Los Prados, Inc.*(i)(xiii)
U.S.H. Realty, Inc.*(i)(xiii)
USH Equity Corporation*Corporation(i)(xiii)
USH -– Flag, LLC*LLC(i)(xiii)
USH LEE, LLC(33)LLC(45)
USH (West Lake), Inc.*
USH Woodbridge, Inc.*(i)(xiii)
UST Lennar Collateral Sub, LLC(47)
UST Lennar GP PIS 10, LLC(22)LLC(46)
UST Lennar GP PIS 7, LLC(22)LLC(46)
UST Lennar HW Scala SF Joint Venture(48)
Valencia at Doral, LLC(6)
Vineyard Point 2009, LLC(11)LLC(14)
Watermark Realty, Inc.(i)(xiii)
Watermark Realty Referral, Inc(i)(xiii)
WCI Communities, Inc.(i)(xiii)
WCI Communities, LLC(i)(xiii)
WCI Communities Management, LLC(34)
WCI Communities Rivington, LLC(37)
WCI Realty, Inc.(i)(xiii)
WCI Towers Northeast USA, Inc.(i)(xiii)
WCP, LLC(27)LLC(5)
West Chocolate Bayou Development, LLC(28)LLC(iii)(xiii)
West Lake Village, LLC(49)LLC(6)
West Seattle Project X, LLC(44)LLC(33)
West Van Buren L.L.C.(1)(3)
Westchase, Inc.*(i)(xiv)
Willowbrook Investors, LLC(2)LLC(4)
Woodbridge Multifamily Developer I, LLC(44)LLC(33)
Wright Farm, L.L.C.(2)(4)
Richard Beckwitt is the Chief Executive Officer (Principal Executive Officer), and Diane Bessette is the Chief Financial Officer (Principal Financial Officer) of this company. Mark Sustana and Diane J. Bessette are Directors/Managers of this company. |
(ii) | Jonathan Jaffe is the President (Principal Executive Officer), and Diane Bessette is the Chief Financial Officer (Principal Financial Officer) of this company. Mark Sustana and Diane J. Bessette are the Directors of this company. |
(iii) | Richard Beckwitt is the Chief Executive Officer |
(iv) | Highest ranking officers of this company are Vice Presidents. |
(v) | Mark Sustana is the President (Principal Executive Officer), and David |
(vi) | Mark Sustana and Diane J. Bessette are Managers of this company. Highest ranking officers of this company are Vice Presidents. |
(vii) | Executed by Rialto Capital Partners, LLC as the General Partner. Jeffrey P. Krasnoff is the Chief Executive Officer (Principal Executive Officer), and Cheryl Baizan is the Chief Financial Officer (Principal Financial Officer) of Rialto Capital Partners, LLC. |
(viii) | David Kaiserman is the Chief Executive Officer (Principal Executive Officer), and Diane Bessette is the Treasurer (Principal Financial Officer). Mark Sustana, Diane J. Bessette, and David Kaiserman are Managers of this company. |
(ix) | Darin L. McMurray is the President (Principal Executive Officer) of this company. Mark Sustana and Diane J. Bessette are the Directors of this company. |
(x) | Bruce Gross is the Chief Executive Officer (Principal Executive Officer), and Elizabeth Arguelles is the Controller of this company. Mark Sustana, Diane J. Bessette, and Bruce Gross are the Directors/Managers of this company. |
(xi) | Jonathan Jaffe is the President (Principal Executive Officer), and Diane Bessette is the Chief Financial Officer (Principal Financial Officer) of this company. |
(xii) | Officers of this company are all Authorized Agents. Mark Sustana and Diane J. Bessette are the Directors of this company. |
(xiii) | David Collins is the Controller of this company. |
(xv) | Tom Fischer is the President (Principal Executive Officer), Clotilde Keller is the Chief |
(xvi) | Tom Fischer is the President (Principal Executive Officer), Clotilde Keller is the Chief Financial Officer (Principal Financial Officer), and Sandra Austin is the Controller of this company. Tom Fischer, Emilio Fernandez and Clotilde Keller are managers of this company. |
(xvii) | Dia Demmon is the President (Principal Executive Officer), Clotilde Keller is the Chief Financial Officer (Principal Financial Officer), and Sandra Austin is the Controller of this company. Tom Fischer, Emilio Fernandez and Clotilde Keller are directors of this company. |
(1) | Executed by Lennar |
(2) | Executed by |
(3) | Executed by Lennar |
(4) | Executed by |
(5) | Executed by Lennar |
(6) | Executed by Lennar Homes, LLC as |
(7) | Executed by |
(8) | Executed by Lennar |
(9) | Executed by Lennar/LNR Camino Palomar, LLC, as its Administrative Member, by Lennar |
(10) | Executed by Lennar |
(11) | Executed by S. Florida Construction II, LLC, as its Sole Member, by Lennar Homes, |
(12) | Executed by Lennar Homes of Texas Land and Construction, Ltd., its |
Executed by CP Red Oak Management, LLC, its General Partner, by Lennar Homes of Texas Land and Construction, Ltd., its Sole Member, by Lennar Texas Holding Company, its General |
Executed by Lennar |
Executed by Lennar Communities of Chicago L.L.C. |
Executed by |
(17) | Executed by Lennar Pacific Properties Management, Inc. as Sole Member |
(18) | Executed by Lennar Colorado, LLC as Sole Member |
(19) | Executed by LenFive Sub, LLC, its Sole Member, by LenFive, LLC, its Sole Member, by Lennar Homes of California, Inc., its Sole Member |
(20) | Executed by Lennar Corporation as Sole Member |
(21) | Executed by Lennar Family of Builders GP, Inc. as General Partner |
(22) | Executed by Lennar Massachusetts Properties, Inc. as Sole Member |
(23) | Executed by Lennar Northeast Properties, Inc. as General Partner |
(24) | Executed by Lennar Pacific, Inc. as Sole Member |
(25) | Reserved |
(26) | Executed by Lennar Fresno, Inc. as Sole Member |
(27) | Executed by Lennar Northeast Properties, Inc. as Sole Member |
(28) | Executed by Lennar Northeast Properties, Inc. as Managing |
(29) | Executed by Lennar Riverside West, LLC, its Sole Member, by Lennar Northeast Properties, Inc., its Managing Member |
(30) | Executed by S. Florida Construction, LLC as its Sole Member, by Lennar Homes, LLC as its Sole Member |
(31) | Executed by Lennar Communities Development, Inc. as Sole Member |
(32) | Executed by Lennar MF Holdings, LLC, its Sole Member, by Lennar Multifamily Communities, LLC, its Sole Member |
(33) | Executed by Lennar |
(34) | Executed by |
(35) | Executed by Lennar Reno, LLC as Sole Member |
(36) | Executed by Mission Viejo Holdings, Inc. as its General Partner |
(37) | Executed by WCI Communities, LLC as Sole Member |
(38) | Executed by Palm Gardens at Doral, LLC, its Sole Member, by Lennar Homes, LLC, its Sole |
Executed by U.S. Home Corporation as Managing Member |
(40) | Executed by Rivenhome Corporation as Managing Member |
(41) | Reserved |
(42) | Executed by Lennar |
Executed by |
Executed by |
Executed by Lennar Homes |
(46) | Executed by UST Lennar PIS Joint Venture, LP its Sole Member, |
(47) | Executed by |
(48) | Executed by |
(49) | Executed by |
(50) | Executed by BMR Communities LLC as Sole Member |
(51) | Executed by Standard Pacific Investment Corp. as Sole Member |
(52) | Executed by CalAtlantic Group, Inc. as Sole Member |
(53) | Executed by CalAtlantic Group, Inc. as Manager |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature |
| Date | ||
/
|
| |||
| Chief Financial Officer (Principal Financial Officer) | |||
April 27, 2018 | ||||
/ Jonathan Jaffe | Director, President (Principal Executive Officer) | April 27, 2018 | ||
/s/ Diane J. Bessette Diane J. Bessette | Chief Financial Officer (Principal Financial Officer), Director, Manager, Treasurer (Principal Financial Officer), Controller | April 27, 2018 | ||
/s/ David Collins David Collins | Treasurer (Principal Financial Officer), Controller | April 27, 2018 | ||
/s/ Bruce Gross Bruce Gross | Chief Executive Officer (Principal Executive Officer), Director, Manager | April 27, 2018 | ||
/s/ David Kaiserman David Kaiserman | Director, Chief Executive Officer (Principal Executive Officer), Manager | April 27, 2018 | ||
/s/ Jeffrey Krasnoff Jeffrey Krasnoff | Chief Executive Officer (Principal Executive Officer) | April 27, 2018 | ||
/s/ Darin L. McMurray Darin L. McMurray | President (Principal Executive Officer) | April 27, 2018 | ||
/s/ Richard Beckwitt Richard Beckwitt | Director, Chief Executive Officer (Principal Executive Officer) | April 27, 2018 | ||
/s/ Elizabeth Arguelles Elizabeth Arguelles | Controller | April 27, 2018 | ||
/s/ Tom Fischer Tom Fischer | Director, Manager, President (Principal Executive Officer) | April 27, 2018 | ||
/s/ Clotilde Keller Clotilde Keller | Director, Manager, Chief (Principal Financial Officer) | |||
April 27, 2018 | ||||
/s/
| Controller | April 27, 2018 | ||
/s/ Emilio Fernandez Emilio Fernandez | Director, Manager | April 27, 2018 | ||
/s/ Dia Demmon Dia Demmon |
Executive | |||
April 27, 2018 | ||||
/
|
| |||
s/ Mark Sustana Mark Sustana | Director, Manager, President (Principal Executive Officer) | |||
|
|
EXHIBIT INDEX
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