0001193125-12-428878.txt : 20121019 0001193125-12-428878.hdr.sgml : 20121019 20121019172334 ACCESSION NUMBER: 0001193125-12-428878 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121018 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121019 DATE AS OF CHANGE: 20121019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR CORP /NEW/ CENTRAL INDEX KEY: 0000920760 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 954337490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11749 FILM NUMBER: 121153130 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVENUE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVENUE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC GREYSTONE CORP /DE/ DATE OF NAME CHANGE: 19940323 8-K 1 d425737d8k.htm FORM 8-K Form 8-K

 

 

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

October 18, 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 October 18, 2012, the Company agreed to sell $350 million principal amount of 4.750% Senior Notes due 2022 (“4.750% Senior Notes”) to initial purchasers for resale to qualified institutional investors under SEC Rule 144A or to non-U.S. persons in offshore transactions as that term is defined in SEC Regulation S. Interest on the 4.750% Senior Notes will be paid on May 15 and November 15 of each year, beginning with May 15, 2013. The 4.750% Senior Notes will mature on November 15, 2022.

When the 4.750% 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 4.750% 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 4.750% Senior Notes, the redemption price will be 100% of the principal amount of the 4.750% Senior Notes. In either case, the redemption price will be accompanied by accrued but unpaid interest to the redemption date.

The sale of the 4.750% 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 4.750% Senior Notes due 2022 that have been registered under the Securities Act for the initially issued 4.750% Senior Notes.

The 4.750% Senior Notes are expected to be delivered and paid for on October 23, 2012. The net proceeds of the sale of the initially issued 4.750% Senior Notes will be used for working capital and general corporate purposes, which may include the repayment or repurchase of its outstanding senior notes or other indebtedness.

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 October 18, 2012, regarding proposal to offer 4.750% Senior Notes due 2022.
99.2    Press Release issued by Lennar Corporation on October 18, 2012, regarding pricing of sale of 4.750% Senior Notes due 2022.

 

2

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: October 19, 2012     Lennar Corporation
    By:  

/s/ Bruce E. Gross

    Name:   Bruce E. Gross
    Title:   Vice President and Chief Financial Officer

 

3

Exhibit Index

 

Exhibit
No.

   

Description of Document

99.1    Press Release issued by Lennar Corporation on October 18, 2012, regarding proposal to offer 4.750% Senior Notes due 2022.
99.2    Press Release issued by Lennar Corporation on October 18, 2012, regarding pricing of sale of 4.750% Senior Notes due 2022.
 EX-99.1 2 d425737dex991.htm PRESS RELEASE ISSUED BY LENNAR CORPORATION ON OCTOBER 18, 2012 Press Release issued by Lennar Corporation on October 18, 2012

Exhibit 99.1

 

     

Contact:

Diane Bessette

Vice President and Treasurer

Lennar Corporation

(305) 229-6419

FOR IMMEDIATE RELEASE

LENNAR PROPOSES TO SELL $350 MILLION OF SENIOR NOTES

MIAMI, October 18, 2012 — Lennar Corporation (NYSE: LEN and LEN.B), announced that it proposes to offer $350 million principal amount of a new issue of Senior Notes due 2022 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 November 15, 2022, 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 for working capital and general corporate purposes, which may include the repayment or repurchase of some of its outstanding 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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EX-99.2 3 d425737dex992.htm PRESS RELEASE ISSUED BY LENNAR CORPORATION ON OCTOBER 18, 2012 Press Release issued by Lennar Corporation on October 18, 2012

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, October 18, 2012 — Lennar Corporation (NYSE: LEN and LEN.B) announced that it has agreed to sell $350 million principal amount of its 4.750% Senior Notes due 2022 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 or to non-U.S. persons in offshore transactions as that term is defined in SEC Regulation S. The Senior Notes are expected to be delivered and paid for on October 23, 2012.

The Senior Notes will mature on November 15, 2022, unless they are redeemed or repurchased 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 date, the redemption price will be the greater of 100% of their principal amount or 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 the net proceeds from the sale of the Senior Notes for working capital and general corporate purposes, which may include the repayment or repurchase of its outstanding senior notes or other indebtedness.

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.

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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