MIAMI, Nov. 14, 2017 /PRNewswire/ -- Lennar Corporation
(the "Company") (NYSE: LEN and LEN.B) announced today that it has
priced an offering of $300 million of
2.95% Senior Notes due 2020 (the "2020 Notes") and $900 million of 4.75% Senior Notes due 2027 (the
"2027 Notes", and together with the 2020 Notes, the "Notes"). The
sale of the Notes is expected to close on November 29, 2017, subject to customary closing
conditions. The 2020 Notes will have an interest rate of 2.95% per
annum, and the 2027 Notes will have an interest rate of 4.75% per
annum. The Notes will pay interest semi-annually on May 29 and November
29, commencing May 29,
2018.
The Company plans to use the proceeds from the offering, which
are estimated to be approximately $1.2
billion, on a gross basis before underwriting fees and
expenses, to fund a portion of the cash consideration payable by
the Company in connection with the Merger (as defined below), to
pay expenses related to the Merger and for general corporate
purposes. As previously announced, on October 29, 2017, the Company, CalAtlantic Group,
Inc. 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 August
31, 2018 or if prior to such date the Company gives notice
that it will not pursue the consummation of the Merger, 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 were 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 the Company's subsidiaries, but those
guarantees may be suspended or released under certain
circumstances.
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