MIAMI, Feb. 16, 2018 /PRNewswire/ -- Lennar Corporation
(NYSE: LEN and LEN.B) ("Lennar") announced today the expiration and
final results of 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") made by Lennar
on behalf of CalAtlantic to adopt certain proposed amendments (the
"Proposed Amendments") to the respective indentures governing the
CalAtlantic Notes. The Exchange Offers and Consent Solicitations
expired at 12:01 a.m., New York City time, on February 16, 2018 (the "Expiration Date"). Lennar
has previously received the requisite number of consents to adopt
the Proposed Amendments with respect to each series of CalAtlantic
Notes and CalAtlantic has previously executed a supplemental
indenture with the trustee for each series of CalAtlantic Notes
that contain the respective Proposed Amendments. Each supplemental
indenture was effective upon execution but will only become
operative upon the settlement date of the related Exchange Offer,
which is expected to be February 20,
2018 (the "Settlement Date").
As of the Expiration Date, the following principal amounts of
the 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withdrawn (and consents thereby validly given and not validly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
|
$485,627,000
|
84.46%
|
$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
|
$397,611,000
|
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
|
$291,966,000
|
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
|
$240,808,000
|
96.32%
|
$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
|
$421,443,000
|
99.16%
|
$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.
|
Eligible holders of the CalAtlantic Notes who validly tendered
and did not validly withdraw such notes at or prior to 5:00 p.m., New York City Time, on February 1, 2018 (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 the CalAtlantic Notes who validly
tendered and did not validly withdraw such notes after the Early
Tender Date but at or prior to the Expiration Date are eligible to
receive the Exchange Consideration as set forth in the table above.
The Exchange Offers and Consent Solicitations were made pursuant
to the terms and subject to the conditions set forth in the
offering memorandum and consent solicitation statement dated
January 19, 2018.
Documents relating to the Exchange Offers and Consent
Solicitations were only distributed to eligible holders of
CalAtlantic Notes who completed and returned an eligibility form
confirming that they were 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).
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 were 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 Settlement Date of the Exchange Offers 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.
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SOURCE Lennar Corporation