UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
July 17, 2012
Date of Report (Date of earliest event reported)
LENNAR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-11749 | 95-4337490 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
700 Northwest 107th Avenue, Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
(305) 559-4000
(Registrant’s 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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On July 17, 2012, the Company agreed to sell $350 million principal amount of 4.75% Senior Notes due 2017 (“4.75% Senior Notes”) to initial purchasers for resale to qualified institutional investors under SEC Rule 144A or to non-U.S. persons under SEC Regulation S. Interest on the 4.75% Senior Notes will be paid on April 15 and October 15 of each year, beginning with October 15, 2012. The 4.75% Senior Notes will mature on December 15, 2017.
When the 4.75% Senior Notes are issued, they will be guaranteed by most, but not all, of the Company’s subsidiaries, but the guarantee by particular subsidiaries may be suspended or terminated under some circumstances.
The 4.75% Senior Notes will be redeemable by the Company at any time for the present value of the remaining payments of interest and principal, discounted at the interest rate on the most nearly comparable Treasury securities plus 50 basis points (but not less than 100% of their principal amount), except that if the redemption is within 90 days before the maturity date of the 4.75% Senior Notes, the redemption price will be 100% of the principal amount of the 4.75% Senior Notes. In either case, the redemption price will be accompanied by accrued but unpaid interest to the redemption date.
The sale of the 4.75% Senior Notes was not registered under the Securities Act of 1933, as amended, but the Company has agreed to file a registration statement under the Securities Act relating to an offer to exchange 4.75% Senior Notes due 2017 that have been registered under the Securities Act for the initially issued 4.75% Senior Notes.
The 4.75% Senior Notes are expected to be delivered and paid for on July 20, 2012. A portion of the net proceeds of the sale of the initially issued 4.75% Senior Notes will be used to purchase the Company’s 5.95% Senior Notes due 2013 (“5.95% Senior Notes”) that are tendered in response to a tender offer that was commenced on July 17, 2012. The Company will use the remainder of the net proceeds for working capital and for general corporate purposes, which may include acquisitions or repurchases of any of the 5.95% Senior Notes that remain outstanding after completion of the tender offer or some other of its senior notes.
On July 17, 2012, the Company commenced an offer to purchase for cash any and all of its outstanding 5.95% Senior Notes. The offer will expire at 8:00 a.m. New York City time on August 14, 2012, unless the Company extends it. The purchase price of the 5.95% Senior Notes that are validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on July 30, 2012 will be 103% of their principal amount plus accrued but unpaid interest to, but not including, the date of payment. This will include an early tender payment of $10 per $1,000 principal amount. The purchase price for the 5.95% Senior Notes that are tendered after 5:00 p.m., New York City time, on July 30, 2012 but before the offer expires will not include the early tender payment, and therefore will be 102% of their principal amount. The 5.95% Senior Notes that are tendered may be withdrawn until, but not after, 5:00 p.m., New York City time, on July 30, 2012.
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Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibit is filed as part of this Current Report on Form 8-K.
| Exhibit No. |
Description of Document | |
| 99.1 | Press Release issued by Lennar Corporation on July 17, 2012 regarding proposal to offer 4.75% Senior Notes due 2017. | |
| 99.2 | Press Release issued by Lennar Corporation on July 17, 2012 regarding pricing of sale of 4.75% Senior Notes due 2017. | |
| 99.3 | Press Release issued by Lennar Corporation on July 17, 2012 regarding tender offer for 5.95% Senior Notes due 2013. | |
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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.
| Date: July 20, 2012 | Lennar Corporation | |||||
| By: | /s/ Bruce E. Gross | |||||
| Name: | Bruce E. Gross | |||||
| Title: | Vice President and Chief Financial Officer | |||||
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Exhibit Index
| Exhibit No. |
Description of Document | |
| 99.1 | Press Release issued by Lennar Corporation on July 17, 2012 regarding proposal to offer 4.75% Senior Notes due 2017. | |
| 99.2 | Press Release issued by Lennar Corporation on July 17, 2012 regarding pricing of sale of 4.75% Senior Notes due 2017. | |
| 99.3 | Press Release issued by Lennar Corporation on July 17, 2012 regarding tender offer for 5.95% Senior Notes due 2013. | |
Exhibit 99.1
Contact:
Diane Bessette
Vice President and Treasurer
Lennar Corporation
(305) 229-6419
FOR IMMEDIATE RELEASE
LENNAR PROPOSES TO SELL $300 MILLION OF SENIOR NOTES
MIAMI, July 17, 2012 — Lennar Corporation (NYSE: LEN and LEN.B), announced that it proposes to offer $300 million principal amount of a new issue of Senior Notes due 2017 in a private offering under SEC Rule 144A. The Senior Notes will be offered only to qualified institutional buyers in transactions that are exempt from the registration requirements of the Securities Act of 1933, as amended, under SEC Rule 144A or to non-US persons in offshore transactions as that term is defined in SEC Regulation S.
The Senior Notes will mature on December 15, 2017, unless they are redeemed or repurchased before that date. When they are issued, the Senior Notes will be guaranteed by some of Lennar’s subsidiaries, but those guarantees may be suspended or released under certain circumstances.
Lennar said that it plans to use the net proceeds of the sale of the Senior Notes primarily to make payments in connection with a tender offer to purchase its 5.95% senior notes due 2013 for 103% of their principal amount (which includes an early tender payment). There currently are $267,722,000 principal amount of 2013 Notes outstanding. Lennar will use any remainder of the net proceeds for general corporate purposes, which may include the repayment or repurchase of its existing senior notes or other indebtedness.
Neither the Senior Notes nor the guarantees of them will be registered under the Securities Act of 1933, as amended. The Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of that Act.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Senior Notes in any jurisdiction in which such an offer or sale would be unlawful. It is issued pursuant to Rule 135c under the Securities Act of 1933, as amended.
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Exhibit 99.2
Contact:
Diane Bessette
Vice President and Treasurer
Lennar Corporation
(305) 229-6419
FOR IMMEDIATE RELEASE
LENNAR PRICES $350 MILLION OF SENIOR NOTES
MIAMI, July 17, 2012 — Lennar Corporation (NYSE: LEN and LEN.B) announced that it has agreed to sell $350 million principal amount of its 4.75% Senior Notes due 2017 to initial purchasers, who resold the Senior Notes to qualified institutional buyers in transactions that are exempt from the registration requirements of the Securities Act of 1933, as amended, under SEC Rule 144A. The Senior Notes are expected to be delivered and paid for on July 20, 2012.
The Senior Notes will mature on December 15, 2017, unless they are redeemed, repurchased or converted before that date.
Lennar will have the right to redeem the Senior Notes at any time. If Senior Notes are redeemed more than 90 days prior to their scheduled maturity, the redemption price will be the present value of the remaining payments of principal and interest, discounted at the Treasury Rate plus 50 basis points (0.50%). If Senior Notes are redeemed within 90 days before their scheduled maturity, the redemption price will be 100% of their principal amount. In either case the redemption payment will also include accrued but unpaid interest.
Lennar plans to use a portion of the net proceeds from the sale of the Senior Notes to purchase its currently outstanding 5.95% Senior Notes due 2013 that are tendered in response to a tender offer that Lennar is in the process of launching. Lennar will use the remainder of the net proceeds for working capital and for general corporate purposes, which may include acquisitions or repurchases of any of the 5.95% Senior Notes due 2013 that remain outstanding after completion of the tender offer or some other of its senior notes.
Neither the Senior Notes nor any guarantees of the Senior Notes have been registered under the Securities Act of 1933, as amended. The Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of that Act.
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This press release does not constitute an offer to sell or a solicitation of an offer to buy the Senior Notes in any jurisdiction in which such an offer or sale would be unlawful. It is issued pursuant to Rule 135c under the Securities Act of 1933, as amended.
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Exhibit 99.3
Contact:
Diane Bessette
Vice President and Treasurer
Lennar Corporation
(305) 229-6419
FOR IMMEDIATE RELEASE
LENNAR TO TENDER FOR SENIOR NOTES
MIAMI, July 17, 2012 — Lennar Corporation (NYSE: LEN and LEN.B), one of the nation’s largest homebuilders, announced that it is commencing a tender offer for any and all its outstanding 5.95% senior notes due 2013, of which $267,722,000 principal amount are currently outstanding. The price offered for 2013 Notes will be 103% of their principal amount, which includes a payment for early tenders. The tender offer will be conditioned upon, among other things, on completion of a $300 million private offering of senior notes that is expected to close by July 23, 2012; however, Lennar has the right to waive that condition. The terms and conditions of the tender offer are described in an Offer to Purchase and accompanying Letter of Transmittal that are being distributed to the holders of the notes.
The tender offer will expire at 8:00 a.m., New York City time, on August 14, 2012, unless it is extended or it is terminated before then. Notes that are validly tendered before 5:00 p.m., New York City time, on July 30, 2012 and not withdrawn will receive a tender consideration that includes an early tender payment. The tender consideration for notes that are tendered after that date and prior to expiration of the offer will not include the early tender payments. If Lennar accepts any tendered notes, it will accept and pay for notes that are validly tendered and not withdrawn at or before 5:00 p.m. on July 30, 2012 shortly after that time, and it will accept and pay for notes that are tendered between that time and the time when the offer expires shortly after the offer expires. Notes that are tendered in response to the tender offer may be withdrawn at any time before 5:00 p.m., New York City time, on July 30, 2012, but may not be withdrawn after that time.
The dealer managers for the tender offer will be Deutsche Bank Securities Inc. (which can be reached at (212) 250-7527 or (855) 287-1922 (toll free)) and Citigroup (which can be reached at (212) 723-6106 or (800) 558-3745 (toll free)). Global Bondholder Services Corporation will serve as the depositary and information agent. Requests for copies of the Offer to Purchase or Letter of Transmittal should be directed to Global Bondholder Services Corporation at (212) 430-3774 (banks and brokers) or (866) 294-2200 (toll-free).
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This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell notes.
Lennar Corporation, founded in 1954, is one of the nation’s leading 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 Investments segment is focused on distressed real estate asset investments, asset management and workout strategies. Previous press releases and further information about the Company may be obtained at the “Investor Relations” section of the Company’s website, www.lennar.com.
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. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could cause actual events or transaction terms to differ materially from the events and transaction terms anticipated in forward-looking statements. We do not undertake any obligation to update forward-looking statements, except as required by federal securities laws.
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