MIAMI, Feb. 2, 2018 /PRNewswire/ -- Lennar Corporation
(NYSE: LEN and LEN.B) ("Lennar") announced today that, in
connection with its previously announced offers to exchange (the
"Exchange Offers") any and all of the outstanding 8.375% Senior
Notes due 2018, 6.625% Senior Notes due 2020, 8.375% Senior Notes
due 2021, 6.25% Senior Notes due 2021, 5.375% Senior Notes due
2022, 5.875% Senior Notes due 2024, 5.25% Senior Notes due 2026 and
5.00% Senior Notes due 2027 (collectively, the "CalAtlantic Notes")
issued by CalAtlantic Group, Inc. ("CalAtlantic") for new notes
issued by Lennar (the "Lennar Notes") and cash, and the related
consent solicitations (the "Consent Solicitations") being made by
Lennar on behalf of CalAtlantic to adopt certain proposed
amendments (the "Proposed Amendments") to the respective indentures
governing the CalAtlantic Notes, Lennar has received the requisite
number of consents to adopt the Proposed Amendments with respect to
each of the outstanding series of CalAtlantic Notes.
CalAtlantic is executing a supplemental indenture with the
trustee for each series of the CalAtlantic Notes that contain the
Proposed Amendments, which Proposed Amendments are effective upon
execution of the applicable supplemental indenture but will only
become operative upon the consummation of the Exchange Offer
relating to the applicable series of CalAtlantic Notes, which is
expected to be after the consummation of the previously announced
merger (the "Merger") of CalAtlantic with a wholly-owned subsidiary
of Lennar.
As of 5:00 p.m., New York City
Time, on February 1, 2018 (the "Early
Tender Date"), the following principal amounts of each series of
CalAtlantic Notes had been validly tendered and not validly
withdrawn (and consents thereby validly given and not validly
revoked):
Title of
Series/CUSIP
Number of
CalAtlantic
Notes
|
Aggregate
Principal
Amount
Outstanding
|
Principal
Amount
Tendered
|
Percentage
Tendered
|
Exchange
Consideration
(1)
|
Early
Tender
Payment
(1)
|
Total
Exchange
Consideration
(1)(2)
|
8.375%
Senior Notes
due 2018 /
85375CAX9
|
$575,000,000
|
$485,609,000
|
84.45%
|
$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
|
$300,000,000
|
$267,708,000
|
89.24%
|
$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
|
$400,000,000
|
$397,606,000
|
99.40%
|
$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
|
$300,000,000
|
$291,960,000
|
97.32%
|
$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
|
$250,000,000
|
$240,753,000
|
96.30%
|
$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
|
$425,000,000
|
$421,403,000
|
99.15%
|
$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
|
$400,000,000
|
$395,535,000
|
98.88%
|
$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
|
$350,000,000
|
$347,343,000
|
99.24%
|
$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.
|
Only eligible holders of the CalAtlantic Notes who validly
tendered and did not validly withdraw such CalAtlantic Notes at or
prior to the Early Tender Date are eligible to receive the
applicable Total Exchange Consideration as set forth in the table
above for such CalAtlantic Notes accepted for exchange. Eligible
holders of CalAtlantic Notes who validly tender such CalAtlantic
Notes after the Early Tender Date but at or prior to the expiration
date of the applicable Exchange Offer and Consent Solicitation will
be eligible to receive the Exchange Consideration as set forth in
the table above. Withdrawal rights have expired in respect of the
Exchange Offers and Consent Solicitations for the CalAtlantic
Notes.
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.
The Exchange Offers and Consent Solicitations will expire at
12:01 a.m., New York City time, on February 16, 2018, unless extended with respect
to an applicable Exchange Offer (the "Expiration Date"). The
settlement date will be promptly after the Expiration Date and is
expected to be within two business days after the Expiration
Date.
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, 2017. 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 BECAUSE THEY 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 are 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 are 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