MIAMI, Nov. 14, 2017 /PRNewswire/ -- Lennar
Corporation (NYSE: LEN and LEN.B) announced today that it has
commenced a private offering of senior notes (the "Notes").
The Notes will be offered only to qualified institutional buyers in
transactions that are exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act"),
under Securities and Exchange Commission (the "SEC") Rule 144A or
to non-US persons in offshore transactions as that term is defined
in SEC Regulation S. When they are issued, the Notes will be
guaranteed by some of Lennar Corporation's (the
"Company's") subsidiaries, but those guarantees may be
suspended or released under certain circumstances.
The Company intends to use the net proceeds from the offering to
fund a portion of the cash consideration payable by the Company in
connection with the Merger (as defined below), to pay expenses
related to the Merger and for general corporate purposes. As
previously announced, on October 29,
2017, the Company, CalAtlantic and a subsidiary of the
Company ("Merger Sub") entered into an agreement pursuant to which
CalAtlantic, subject to specified conditions, will be merged with
and into Merger Sub (the "Merger"). If the Merger does not take
place by a specified date, the Company will be required to redeem
the Notes then outstanding at a redemption price equal to 101% of
the principal amount of the Notes.
The Notes will not be registered under the Securities Act, or
the securities laws of any other jurisdiction, and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
securities laws of any other jurisdiction. The Company will agree
to file a registration statement with the SEC following completion
of the Merger, pursuant to which the Company will either offer to
exchange the Notes for substantially similar registered notes or
register the resale of the Notes.
This press release 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 jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Lennar
Lennar Corporation, founded in 1954, is one of the nation's
largest builders of quality homes for all generations. The Company
builds affordable, move-up and retirement homes primarily under the
Lennar brand name. Lennar's Financial Services segment provides
mortgage financing, title insurance and closing services for both
buyers of the Company's homes and others. Lennar's Rialto segment
is a vertically integrated asset management platform focused on
investing throughout the commercial real estate capital structure.
Lennar's Multifamily segment is a nationwide developer of
high-quality multifamily rental properties.
Note Regarding Forward-Looking Statements
Some of the statements in this press release are
"forward-looking statements," as that term is defined in the
Private Securities Litigation Reform Act of 1995, including
statements regarding the intended use of proceeds and the Merger.
These forward-looking statements are subject to risks,
uncertainties and assumptions. Accordingly, these forward-looking
statements should be evaluated with consideration given to the many
risks and uncertainties that could cause actual results and events
to differ materially from those in the forward-looking statements,
including the risk that the offering of the Notes cannot be
successfully completed, the risk that we will not use the proceeds
in the manner anticipated and including those risks detailed in the
Company's filings with the SEC, including the "Risk Factors"
section of the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 2016.
It is not possible for management to predict all such risk
factors or to assess the impact of such risks on our business.
Additional information concerning these and other important factors
can be found within the Company's filings with the SEC. Statements
in this press release should be evaluated in light of these
important factors. Accordingly, we undertake no obligation to, and
expressly disclaim any such obligation to, publicly update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
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SOURCE Lennar Corporation