MIAMI, Jan. 19, 2018 /PRNewswire/ -- Lennar
Corporation (NYSE: LEN and LEN.B) ("Lennar") announced today that,
in connection with the previously announced merger (the "Merger")
between CalAtlantic Group, Inc. ("CalAtlantic") and a wholly-owned
subsidiary of Lennar ("Merger Sub"), Lennar has commenced offers to
exchange (each an "Exchange Offer" and collectively, the "Exchange
Offers") any and all outstanding notes issued by CalAtlantic as set
forth in the table below (the "CalAtlantic Notes") for up to
$3.0 billion aggregate principal
amount of new notes issued by Lennar (the "Lennar Notes") and
cash.
The following table sets forth the Exchange Consideration, Early
Tender Payment and Total Exchange Consideration for each series of
CalAtlantic Notes:
Title of
Series/CUSIP
Number of
CalAtlantic
Notes
|
Maturity
Date
|
Aggregate
Principal
Amount
Outstanding
|
Exchange
Consideration
(1)
|
Early
Tender
Payment
(1)
|
Total
Exchange
Consideration
(1)(2)
|
8.375%
Senior Notes
due 2018 /
85375CAX9
|
May 15,
2018
|
$575,000,000
|
$970 principal
amount of
Lennar 8.375%
Senior Notes
due 2018 and
$1.00 in cash
|
$30
principal
amount of
Lennar
8.375%
Senior
Notes due
2018
|
$1,000
principal
amount of
Lennar 8.375%
Senior Notes
due 2018 and
$1.00 in cash
|
6.625%
Senior Notes
due 2020 /
783764AP8
|
May 1,
2020
|
$300,000,000
|
$970 principal
amount of
Lennar 6.625%
Senior Notes
due 2020 and
$1.00 in cash
|
$30
principal
amount of
Lennar
6.625%
Senior
Notes due
2020
|
$1,000
principal
amount of
Lennar 6.625%
Senior Notes
due 2020 and
$1.00 in cash
|
8.375%
Senior Notes
due 2021 /
85375CBB6
|
January 15,
2021
|
$400,000,000
|
$970 principal
amount of
Lennar 8.375%
Senior Notes
due 2021 and
$1.00 in cash
|
$30
principal
amount of
Lennar
8.375%
Senior
Notes due
2021
|
$1,000
principal
amount of
Lennar 8.375%
Senior Notes
due 2021 and
$1.00 in cash
|
6.25%
Senior Notes
due 2021 /
128195AH7
|
December 15,
2021
|
$300,000,000
|
$970 principal
amount of
Lennar 6.25%
Senior Notes
due 2021 and
$1.00 in cash
|
$30
principal
amount of
Lennar
6.25%
Senior
Notes due
2021
|
$1,000
principal
amount of
Lennar 6.25%
Senior Notes
due 2021 and
$1.00 in cash
|
5.375%
Senior Notes
due 2022 /
783764AR4
|
October 1,
2022
|
$250,000,000
|
$970 principal
amount of
Lennar 5.375%
Senior Notes
due 2022 and
$1.00 in cash
|
$30
principal
amount of
Lennar
5.375%
Senior
Notes due
2022
|
$1,000
principal
amount of
Lennar 5.375%
Senior Notes
due 2022 and
$1.00 in cash
|
5.875%
Senior Notes
due 2024 /
85375CBE0
|
November 15,
2024
|
$425,000,000
|
$970 principal
amount of
Lennar 5.875%
Senior Notes
due 2024 and
$1.00 in cash
|
$30
principal
amount of
Lennar
5.875%
Senior
Notes due
2024
|
$1,000
principal
amount of
Lennar 5.875%
Senior Notes
due 2024 and
$1.00 in cash
|
5.25%
Senior Notes
due 2026 /
128195AN4
|
June 1,
2026
|
$400,000,000
|
$970 principal
amount of
Lennar 5.25%
Senior Notes
due 2026 and
$1.00 in cash
|
$30
principal
amount of
Lennar
5.25%
Senior
Notes due
2026
|
$1,000
principal
amount of
Lennar 5.25%
Senior Notes
due 2026 and
$1.00 in cash
|
5.00%
Senior Notes
due 2027 /
128195AP9
|
June 15,
2027
|
$350,000,000
|
$970 principal
amount of
Lennar 5.00%
Senior Notes
due 2027 and
$1.00 in cash
|
$30
principal
amount of
Lennar
5.00%
Senior Notes
due 2027
|
$1,000
principal
amount of
Lennar 5.00%
Senior Notes
due 2027 and
$1.00 in cash
|
|
|
(1)
|
For each $1,000
principal amount of CalAtlantic Notes.
|
(2)
|
Includes Early Tender
Payment.
|
In conjunction with the Exchange Offers, Lennar, on behalf of
CalAtlantic, is concurrently soliciting consents (each, a "Consent
Solicitation" and, collectively, the "Consent Solicitations"), to
adopt certain proposed amendments to each of the indentures
governing the CalAtlantic Notes to eliminate certain covenants,
restrictive provisions and events of default from such indentures.
Each Exchange Offer and Consent Solicitation is conditioned, among
other things, upon the completion of the other Exchange Offers and
Consent Solicitations, although Lennar may waive such conditions at
any time with respect to an Exchange Offer. Any waiver of a
condition by Lennar with respect to an Exchange Offer will
automatically waive such condition with respect to the
corresponding Consent Solicitation, as applicable.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement dated
January 19, 2018, and are
conditioned, among other things, upon the closing of the Merger and
pursuant to the overall plan of reorganization of CalAtlantic. The
closing of the Merger is expected to occur on February 12, 2018.
Holders who validly tender their CalAtlantic Notes at or prior
to 5:00 p.m., New York City time, on February 1, 2018, unless extended (the "Early
Tender Date"), will be eligible to receive the applicable Total
Exchange Consideration as set forth in the table above, which
includes the applicable Early Tender Payment as set forth in the
table, for all such CalAtlantic Notes that are accepted. For each
$1,000 principal amount of
CalAtlantic Notes validly tendered after the Early Tender Date but
prior to 12:01 a.m., New York City time, on February 16, 2018, unless extended (the
"Expiration Date"), holders of CalAtlantic Notes will not be
eligible to receive the applicable Early Tender Payment and,
accordingly, will only be eligible to receive the applicable
Exchange Consideration as set forth in the table above on the
settlement date. The settlement date is expected to occur promptly
after the Expiration Date and in any event within two business days
after the Expiration Date, subject to the satisfaction or waiver of
the applicable conditions.
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of
CalAtlantic Notes who complete and return an eligibility form
confirming that they are either a "qualified institutional buyer"
under Rule 144A or not a "U.S. person" and outside the United States under Regulation S for
purposes of applicable securities laws. The complete terms and
conditions of the Exchange Offers and Consent Solicitations are
described in the offering memorandum and consent solicitation
statement and related letter of transmittal and consent, copies of
which may be obtained by contacting Global Bondholder Services
Corporation, the exchange agent and information agent in connection
with the Exchange Offers and Consent Solicitations, at (866)
794-2200 (U.S. toll-free) or (212) 430-3774 (banks and brokers).
The eligibility form is available electronically at:
http://gbsc-usa.com/eligibility/Lennar.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the offering memorandum and consent
solicitation statement and letter of transmittal and consent and
only to such persons and in such jurisdictions as are permitted
under applicable law.
The Lennar Notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws.
Therefore, the Lennar Notes may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws.
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
This press release contains certain estimates and other
"forward-looking statements", as that term is defined in the
Private Securities Litigation Reform Act of 1995. Forward looking
statements generally are accompanied by words such as "will,"
"expect," "outlook," "anticipate," "intend," "plan," "believe,"
"seek," "see," "would," "target," or other similar words, phrases
or expressions and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements regarding
the expected timing of completion of the Exchange Offers, receipt
of requisite consents in the Consent Solicitations, consummation of
the Merger and other statements that are not historical facts.
These statements are based on the current expectations of Lennar
management and are not predictions of actual performance.
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 Lennar Notes cannot be
successfully completed 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 and the
"Risk Factors" section of the Company's registration statement
under the Securities Act of 1933, as amended, File No. 333-221738.
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.
The forward-looking statements in this press release speak only
as of the date of this announcement. Lennar and CalAtlantic
undertake no obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof, except as
required by applicable laws or regulations.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed Merger, the Company filed with
the SEC a registration statement on Form S-4, File No. 333-221738,
that includes a joint proxy statement of the Company and
CalAtlantic that also constitutes a prospectus of the Company,
which registration statement was declared effective by the SEC on
January 4, 2018. INVESTORS ARE URGED
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
You may obtain a free copy of the joint proxy statement/prospectus
and other relevant documents filed by the Company and CalAtlantic
with the SEC at the SEC's website at www.sec.gov. Copies of the
documents filed by the Company with the SEC will be available free
of charge on the Company's website at www.lennar.com or by
contacting Allison Bober, Investor
Relations, at 305-485-2038. Copies of the documents filed by
CalAtlantic with the SEC will be available free of charge on
CalAtlantic's website at www.calatlantichomes.com or by contacting
Michelle Varela, Investor Relations,
at 949-789-1651.
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SOURCE Lennar Corporation