Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
November 17 2017 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
November 14, 2017
Date of Report (Date of earliest event reported)
LENNAR
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-11749
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95-4337490
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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700 Northwest 107
th
Avenue, Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
(305)
559-4000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 13(a) of the Exchange
Act.
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Explanatory Note.
This amendment amends the Current Report on Form
8-K
filed by Lennar Corporation (the Company) on
November 14, 2017 (the Current Report) to update Exhibit 99.3 to reflect the Companys agreement to issue $300 million aggregate principal amount of its 2.95% Senior Notes due 2020 and $900 million aggregate principal
amount of its 4.75% Senior Notes due 2027 on November 29, 2017 in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to
non-U.S.
persons outside the United States under Regulation S under the Securities Act of 1933, as amended. This amendment does not amend or otherwise affect the other disclosures in the Current Report.
The Company is filing an updated Exhibit 99.3 to reflect the Companys agreement to
issue $300 million aggregate principal amount of its 2.95% Senior Notes due 2020 and $900 million aggregate principal amount of its 4.75% Senior Notes due 2027 on November 29, 2017 in a private offering to qualified institutional buyers and to
non-U.S. persons outside the United States under Regulation S.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: November 16, 2017
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Lennar Corporation
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By:
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/s/ Bruce Gross
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Name:
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Bruce Gross
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Title:
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Vice President and Chief Financial Officer
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