0001193125-13-317534.txt : 20130805 0001193125-13-317534.hdr.sgml : 20130805 20130802175839 ACCESSION NUMBER: 0001193125-13-317534 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20130805 DATE AS OF CHANGE: 20130802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Massachusetts Properties, Inc. CENTRAL INDEX KEY: 0001564070 IRS NUMBER: 202681100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-07 FILM NUMBER: 131007921 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI (150 Ocean) Investor, LLC CENTRAL INDEX KEY: 0001582078 IRS NUMBER: 800940631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-14 FILM NUMBER: 131007928 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EV LLC CENTRAL INDEX KEY: 0001269823 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-16 FILM NUMBER: 131007930 BUSINESS ADDRESS: STREET 1: 104 SOUTH DIVISION CITY: SPOKANE STATE: WA ZIP: 99202 BUSINESS PHONE: 5095477 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Avenue One, LLC CENTRAL INDEX KEY: 0001567984 IRS NUMBER: 461440494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-20 FILM NUMBER: 131007934 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Baywinds Land Trust CENTRAL INDEX KEY: 0001564197 IRS NUMBER: 116591848 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-27 FILM NUMBER: 131007941 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI-South King Development, LLC CENTRAL INDEX KEY: 0001569088 IRS NUMBER: 364739948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-35 FILM NUMBER: 131007950 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Park Central Investor, LLC CENTRAL INDEX KEY: 0001574386 IRS NUMBER: 352471697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-38 FILM NUMBER: 131007953 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Homes NJ, LLC CENTRAL INDEX KEY: 0001568095 IRS NUMBER: 452921631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-44 FILM NUMBER: 131007959 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Naperville Investor, LLC CENTRAL INDEX KEY: 0001567988 IRS NUMBER: 371709704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-53 FILM NUMBER: 131007968 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Pennsylvania Realty, Inc. CENTRAL INDEX KEY: 0001564253 IRS NUMBER: 232991585 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-62 FILM NUMBER: 131007977 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Arizona, Inc. CENTRAL INDEX KEY: 0001564321 IRS NUMBER: 205335505 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-67 FILM NUMBER: 131007982 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cherrytree II LLC CENTRAL INDEX KEY: 0001564269 IRS NUMBER: 752988548 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-74 FILM NUMBER: 131007989 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Woods L.L.C. CENTRAL INDEX KEY: 0001293001 IRS NUMBER: 364491586 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-76 FILM NUMBER: 131007991 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Coto Holdings, L.L.C. CENTRAL INDEX KEY: 0001292930 IRS NUMBER: 330787906 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-90 FILM NUMBER: 131008005 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U.S.H. Los Prados, Inc. CENTRAL INDEX KEY: 0001564147 IRS NUMBER: 880232393 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-101 FILM NUMBER: 131008015 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vineyard Point 2009, LLC CENTRAL INDEX KEY: 0001564141 IRS NUMBER: 264562548 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-107 FILM NUMBER: 131008021 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCO QVI, LLC CENTRAL INDEX KEY: 0001564200 IRS NUMBER: 453568663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-112 FILM NUMBER: 131008026 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bridges Club at Rancho Santa Fe, Inc. CENTRAL INDEX KEY: 0001564193 IRS NUMBER: 330867612 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-114 FILM NUMBER: 131008028 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar PNW, Inc. CENTRAL INDEX KEY: 0001564021 IRS NUMBER: 202977927 STATE OF INCORPORATION: WA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-118 FILM NUMBER: 131008032 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar PIS Management Company, LLC CENTRAL INDEX KEY: 0001564032 IRS NUMBER: 263218984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-124 FILM NUMBER: 131008038 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seminole/70th, LLC CENTRAL INDEX KEY: 0001564089 IRS NUMBER: 562529886 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-135 FILM NUMBER: 131008049 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Savannah Development, Ltd. CENTRAL INDEX KEY: 0001564073 IRS NUMBER: 760654193 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-142 FILM NUMBER: 131008056 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Summerfield Venture L.L.C. CENTRAL INDEX KEY: 0001564059 IRS NUMBER: 200753624 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-147 FILM NUMBER: 131008061 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PD-Len Boca Raton, LLC CENTRAL INDEX KEY: 0001564023 IRS NUMBER: 208734358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-153 FILM NUMBER: 131008067 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reserve @ Pleasant Grove II LLC CENTRAL INDEX KEY: 0001564005 IRS NUMBER: 900527127 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-158 FILM NUMBER: 131008072 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mission Viejo Holdings, Inc. CENTRAL INDEX KEY: 0001563938 IRS NUMBER: 330785862 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-160 FILM NUMBER: 131008074 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NC Properties II, LLC CENTRAL INDEX KEY: 0001563964 IRS NUMBER: 273443142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-169 FILM NUMBER: 131008083 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LW D'Andrea, LLC CENTRAL INDEX KEY: 0001563809 IRS NUMBER: 204489534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-180 FILM NUMBER: 131008094 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities III, Inc. CENTRAL INDEX KEY: 0001563763 IRS NUMBER: 841361682 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-185 FILM NUMBER: 131008099 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEN-Ryan 1, LLC CENTRAL INDEX KEY: 0001563709 IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-192 FILM NUMBER: 131008106 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Homes, LLC CENTRAL INDEX KEY: 0001564016 IRS NUMBER: 590711505 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-196 FILM NUMBER: 131008110 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Heritage Fields, LLC CENTRAL INDEX KEY: 0001564010 IRS NUMBER: 273194383 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-202 FILM NUMBER: 131008116 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wright Farm, L.L.C. CENTRAL INDEX KEY: 0001563987 IRS NUMBER: 760629136 STATE OF INCORPORATION: VA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-213 FILM NUMBER: 131008127 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Central Texas, L.P. CENTRAL INDEX KEY: 0001563970 IRS NUMBER: 205336543 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-220 FILM NUMBER: 131008134 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEN Paradise Cable, LLC CENTRAL INDEX KEY: 0001563932 IRS NUMBER: 272559480 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-225 FILM NUMBER: 131008139 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCD Asante, LLC CENTRAL INDEX KEY: 0001563901 IRS NUMBER: 261131090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-232 FILM NUMBER: 131008146 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hewitts Landing Trustee, LLC CENTRAL INDEX KEY: 0001563894 IRS NUMBER: 272909649 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-236 FILM NUMBER: 131008150 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Greentree Holdings, LLC CENTRAL INDEX KEY: 0001563888 IRS NUMBER: 760693003 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-242 FILM NUMBER: 131008156 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORDADE LLC CENTRAL INDEX KEY: 0001563859 IRS NUMBER: 383832923 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-254 FILM NUMBER: 131008168 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: FLORIDADE LLC DATE OF NAME CHANGE: 20121206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Chancellor Place at Hamilton, LLC CENTRAL INDEX KEY: 0001563824 IRS NUMBER: 452994842 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-258 FILM NUMBER: 131008172 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Belle Meade Partners, LLC CENTRAL INDEX KEY: 0001563773 IRS NUMBER: 203287566 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-265 FILM NUMBER: 131008179 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Casa Marina Development, LLC CENTRAL INDEX KEY: 0001563749 IRS NUMBER: 550817596 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-269 FILM NUMBER: 131008183 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bellagio Lennar, LLC CENTRAL INDEX KEY: 0001563741 IRS NUMBER: 460560657 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-271 FILM NUMBER: 131008185 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bay Colony Expansion 369, Ltd. CENTRAL INDEX KEY: 0001563659 IRS NUMBER: 010634897 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-277 FILM NUMBER: 131008191 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR TEXAS HOLDING CO CENTRAL INDEX KEY: 0001119503 IRS NUMBER: 752788257 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-282 FILM NUMBER: 131008196 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR CONSTRUCTION INC CENTRAL INDEX KEY: 0001119463 IRS NUMBER: 860972186 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-298 FILM NUMBER: 131008212 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USH EQUITY CORP CENTRAL INDEX KEY: 0001119538 IRS NUMBER: 760450341 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-306 FILM NUMBER: 131008220 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Moffett Meadows Partners, LLC CENTRAL INDEX KEY: 0001292986 IRS NUMBER: 562320229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-308 FILM NUMBER: 131008222 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LFS Holding Company, LLC CENTRAL INDEX KEY: 0001292922 IRS NUMBER: 651105931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-313 FILM NUMBER: 131008227 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: S. Florida Construction III, LLC CENTRAL INDEX KEY: 0001292937 IRS NUMBER: 721567302 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-316 FILM NUMBER: 131008230 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tustin Villas Partners, LLC CENTRAL INDEX KEY: 0001293069 IRS NUMBER: 412076342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-320 FILM NUMBER: 131008234 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUTENBERG HOMES INC-TX CENTRAL INDEX KEY: 0001119580 IRS NUMBER: 760215995 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-327 FILM NUMBER: 131008241 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Northeast Properties LLC CENTRAL INDEX KEY: 0001564044 IRS NUMBER: 204874094 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-01 FILM NUMBER: 131007915 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Northeast Properties, Inc. CENTRAL INDEX KEY: 0001564047 IRS NUMBER: 202552288 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-02 FILM NUMBER: 131007916 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Middletown, LLC CENTRAL INDEX KEY: 0001564068 IRS NUMBER: 455441987 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-06 FILM NUMBER: 131007920 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Lakes West Covina Investor, LLC CENTRAL INDEX KEY: 0001582075 IRS NUMBER: 320414007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-15 FILM NUMBER: 131007929 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunStreet Energy Group, LLC CENTRAL INDEX KEY: 0001568873 IRS NUMBER: 900889251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-19 FILM NUMBER: 131007933 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: S. Florida Construction, LLC CENTRAL INDEX KEY: 0001292991 IRS NUMBER: 710949799 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-24 FILM NUMBER: 131007938 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Glenview Investor, LLC CENTRAL INDEX KEY: 0001582108 IRS NUMBER: 364766259 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-29 FILM NUMBER: 131007944 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fidelity Guaranty & Acceptance CORP CENTRAL INDEX KEY: 0001292802 IRS NUMBER: 760168225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-32 FILM NUMBER: 131007947 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI-Contractors, LLC CENTRAL INDEX KEY: 0001569090 IRS NUMBER: 800838150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-36 FILM NUMBER: 131007951 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Glencoe Dallas Investor, LLC CENTRAL INDEX KEY: 0001574385 IRS NUMBER: 611706871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-39 FILM NUMBER: 131007954 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Commercial Investors, LLC CENTRAL INDEX KEY: 0001574384 IRS NUMBER: 462288424 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-40 FILM NUMBER: 131007955 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Seattle Project X, LLC CENTRAL INDEX KEY: 0001568094 IRS NUMBER: 352460935 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-45 FILM NUMBER: 131007960 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Las Colinas Station, LLC CENTRAL INDEX KEY: 0001567987 IRS NUMBER: 320395213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-54 FILM NUMBER: 131007969 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Woodbridge Multifamily Developer I, LLC CENTRAL INDEX KEY: 0001564135 IRS NUMBER: 452921413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-57 FILM NUMBER: 131007972 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID COUNTY UTILITIES INC CENTRAL INDEX KEY: 0001119547 IRS NUMBER: 760610395 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-61 FILM NUMBER: 131007976 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CP Red Oak Management, LLC CENTRAL INDEX KEY: 0001564263 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-75 FILM NUMBER: 131007990 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Haverton L.L.C. CENTRAL INDEX KEY: 0001293093 IRS NUMBER: 360057181 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-82 FILM NUMBER: 131007997 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Home Buyers Advantage Realty, Inc. CENTRAL INDEX KEY: 0001292798 IRS NUMBER: 760573246 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-86 FILM NUMBER: 131008001 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Chicago, Inc. CENTRAL INDEX KEY: 0001292687 IRS NUMBER: 363971759 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-89 FILM NUMBER: 131008004 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Developers, Inc. CENTRAL INDEX KEY: 0001292699 IRS NUMBER: 481259540 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-91 FILM NUMBER: 131008006 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Fresno, Inc. CENTRAL INDEX KEY: 0001292703 IRS NUMBER: 331008718 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-94 FILM NUMBER: 131008009 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rye Hill Company, LLC CENTRAL INDEX KEY: 0001564107 IRS NUMBER: 200809495 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-97 FILM NUMBER: 131008012 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UST Lennar GP PIS 10, LLC CENTRAL INDEX KEY: 0001564144 IRS NUMBER: 263219799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-104 FILM NUMBER: 131008018 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCP, LLC CENTRAL INDEX KEY: 0001564140 IRS NUMBER: 510461143 STATE OF INCORPORATION: SC FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-108 FILM NUMBER: 131008022 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Temecula Valley, LLC CENTRAL INDEX KEY: 0001564199 IRS NUMBER: 431971997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-113 FILM NUMBER: 131008027 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Northeast Group, Inc. CENTRAL INDEX KEY: 0001564192 IRS NUMBER: 541774997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-115 FILM NUMBER: 131008029 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar International, LLC CENTRAL INDEX KEY: 0001564030 IRS NUMBER: 611697090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-122 FILM NUMBER: 131008036 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Stoneybrook Joint Venture CENTRAL INDEX KEY: 0001564102 IRS NUMBER: 593386329 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-130 FILM NUMBER: 131008044 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Siena at Old Orchard, LLC CENTRAL INDEX KEY: 0001564090 IRS NUMBER: 201476765 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-134 FILM NUMBER: 131008048 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Schulz Ranch Developers, LLC CENTRAL INDEX KEY: 0001564088 IRS NUMBER: 204092311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-136 FILM NUMBER: 131008050 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Santa Ana Transit Village, LLC CENTRAL INDEX KEY: 0001564072 IRS NUMBER: 450512621 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-143 FILM NUMBER: 131008057 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Lucia, LLC CENTRAL INDEX KEY: 0001564062 IRS NUMBER: 204372714 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-145 FILM NUMBER: 131008059 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Raintree Village, L.L.C. CENTRAL INDEX KEY: 0001564022 IRS NUMBER: 200090390 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-154 FILM NUMBER: 131008068 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reserve @ Pleasant Grove LLC CENTRAL INDEX KEY: 0001564001 IRS NUMBER: 900527123 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-159 FILM NUMBER: 131008073 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northeastern Properties LP, Inc. CENTRAL INDEX KEY: 0001563965 IRS NUMBER: 202552328 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-168 FILM NUMBER: 131008082 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities IX, LLC CENTRAL INDEX KEY: 0001563836 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-173 FILM NUMBER: 131008087 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities V, LLC CENTRAL INDEX KEY: 0001563831 IRS NUMBER: 841513989 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-177 FILM NUMBER: 131008091 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lori Gardens Associates II, LLC CENTRAL INDEX KEY: 0001563807 IRS NUMBER: 201944492 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-182 FILM NUMBER: 131008096 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities IV, LLC CENTRAL INDEX KEY: 0001563762 IRS NUMBER: 841512061 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-186 FILM NUMBER: 131008100 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Port Imperial South, LLC CENTRAL INDEX KEY: 0001564018 IRS NUMBER: 202552353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-195 FILM NUMBER: 131008109 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Hingham Holdings, LLC CENTRAL INDEX KEY: 0001564011 IRS NUMBER: 202866090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-201 FILM NUMBER: 131008115 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Riverside West Urban Renewal Company, L.L.C. CENTRAL INDEX KEY: 0001564008 IRS NUMBER: 202562043 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-203 FILM NUMBER: 131008117 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Greer Ranch Venture, LLC CENTRAL INDEX KEY: 0001563995 IRS NUMBER: 330888370 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-209 FILM NUMBER: 131008123 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Distressed Investments, LLC CENTRAL INDEX KEY: 0001563989 IRS NUMBER: 271816535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-212 FILM NUMBER: 131008126 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Communities of Chicago L.L.C. CENTRAL INDEX KEY: 0001563978 IRS NUMBER: 202036535 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-216 FILM NUMBER: 131008130 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Carolinas, LLC CENTRAL INDEX KEY: 0001563969 IRS NUMBER: 201577414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-221 FILM NUMBER: 131008135 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CP Red Oak Partners, Ltd. CENTRAL INDEX KEY: 0001563951 IRS NUMBER: 201064026 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-224 FILM NUMBER: 131008138 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Bridges, LLC CENTRAL INDEX KEY: 0001563904 IRS NUMBER: 330843355 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-230 FILM NUMBER: 131008144 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Haverford Venture L.L.C. CENTRAL INDEX KEY: 0001563891 IRS NUMBER: 200064473 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-239 FILM NUMBER: 131008153 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Inactive Companies, LLC CENTRAL INDEX KEY: 0001563887 IRS NUMBER: 262094631 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-243 FILM NUMBER: 131008157 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Independence L.L.C. CENTRAL INDEX KEY: 0001563873 IRS NUMBER: 760651137 STATE OF INCORPORATION: VA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-244 FILM NUMBER: 131008158 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Garco Investments, LLC CENTRAL INDEX KEY: 0001563862 IRS NUMBER: 651151300 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-252 FILM NUMBER: 131008166 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Darcy-Joliet, LLC CENTRAL INDEX KEY: 0001563853 IRS NUMBER: 201290431 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-255 FILM NUMBER: 131008169 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CL Ventures, LLC CENTRAL INDEX KEY: 0001563826 IRS NUMBER: 113728443 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-257 FILM NUMBER: 131008171 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bressi Gardenlane, LLC CENTRAL INDEX KEY: 0001563775 IRS NUMBER: 470876961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-264 FILM NUMBER: 131008178 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Carry Woods LLC CENTRAL INDEX KEY: 0001563748 IRS NUMBER: 364511011 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-270 FILM NUMBER: 131008184 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ann Arundel Farms, Ltd. CENTRAL INDEX KEY: 0001563668 IRS NUMBER: 760594649 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-275 FILM NUMBER: 131008189 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Autumn Creek Development, Ltd. CENTRAL INDEX KEY: 0001563650 IRS NUMBER: 760566381 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-279 FILM NUMBER: 131008193 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR SOUTHWEST HOLDING CORP CENTRAL INDEX KEY: 0001119502 IRS NUMBER: 911933536 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-283 FILM NUMBER: 131008197 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR SACRAMENTO INC CENTRAL INDEX KEY: 0001119557 IRS NUMBER: 330794993 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-287 FILM NUMBER: 131008201 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR LAND PARTNERS SUB INC CENTRAL INDEX KEY: 0001119567 IRS NUMBER: 650776454 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-292 FILM NUMBER: 131008206 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTCHASE INC CENTRAL INDEX KEY: 0001119524 IRS NUMBER: 911954138 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-301 FILM NUMBER: 131008215 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREYSTONE CONSTRUCTION INC CENTRAL INDEX KEY: 0001119450 IRS NUMBER: 860864245 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-305 FILM NUMBER: 131008219 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION VIEJO 12S VENTURE LP CENTRAL INDEX KEY: 0001119454 IRS NUMBER: 330615197 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-312 FILM NUMBER: 131008226 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LHI Renaissance, LLC CENTRAL INDEX KEY: 0001292983 IRS NUMBER: 020680656 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-314 FILM NUMBER: 131008228 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Multifamily Investors, LLC CENTRAL INDEX KEY: 0001564065 IRS NUMBER: 452701002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-05 FILM NUMBER: 131007919 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RMV, LLC CENTRAL INDEX KEY: 0001568871 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-18 FILM NUMBER: 131007932 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rutenberg Homes, Inc. CENTRAL INDEX KEY: 0001572023 IRS NUMBER: 760340291 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-33 FILM NUMBER: 131007948 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kendall Hammocks Commercial, LLC CENTRAL INDEX KEY: 0001574383 IRS NUMBER: 300771295 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-42 FILM NUMBER: 131007957 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marble Mountain Partners, LLC CENTRAL INDEX KEY: 0001293008 IRS NUMBER: 412076340 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-60 FILM NUMBER: 131007975 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cambria L.L.C. CENTRAL INDEX KEY: 0001293013 IRS NUMBER: 364343919 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-78 FILM NUMBER: 131007993 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fox-Maple Associates, LLC CENTRAL INDEX KEY: 0001293083 IRS NUMBER: 431997377 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-81 FILM NUMBER: 131007996 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Legends Golf Club, LLC CENTRAL INDEX KEY: 0001292692 IRS NUMBER: 593691814 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-85 FILM NUMBER: 131008000 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: Legends Golf Club, Inc. DATE OF NAME CHANGE: 20040604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Family Builders Limited Partnership CENTRAL INDEX KEY: 0001292926 IRS NUMBER: 431981697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-93 FILM NUMBER: 131008008 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. Home Corp CENTRAL INDEX KEY: 0001564149 IRS NUMBER: 522227619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-98 FILM NUMBER: 131008013 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Van Buren L.L.C. CENTRAL INDEX KEY: 0001564137 IRS NUMBER: 364347398 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-110 FILM NUMBER: 131008024 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Treviso Holding, LLC CENTRAL INDEX KEY: 0001564190 IRS NUMBER: 451961704 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-117 FILM NUMBER: 131008031 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar PI Acquisition, LLC CENTRAL INDEX KEY: 0001564036 IRS NUMBER: 261531638 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-126 FILM NUMBER: 131008040 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southbank Holding, LLC CENTRAL INDEX KEY: 0001564091 IRS NUMBER: 452420546 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-133 FILM NUMBER: 131008047 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PG Properties Holding, LLC CENTRAL INDEX KEY: 0001564035 IRS NUMBER: 264059800 STATE OF INCORPORATION: NC FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-151 FILM NUMBER: 131008065 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Palm Vista Preserve, LLC CENTRAL INDEX KEY: 0001564006 IRS NUMBER: 830426521 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-156 FILM NUMBER: 131008070 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHC/Ascot Belle Meade, LLC CENTRAL INDEX KEY: 0001563966 IRS NUMBER: 203276553 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-167 FILM NUMBER: 131008081 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities VIII, LLC CENTRAL INDEX KEY: 0001563835 IRS NUMBER: 841553326 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-174 FILM NUMBER: 131008088 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lori Gardens Associates, L.L.C. CENTRAL INDEX KEY: 0001563806 IRS NUMBER: 760664697 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-183 FILM NUMBER: 131008097 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Riverside West, LLC CENTRAL INDEX KEY: 0001564013 IRS NUMBER: 202552385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-199 FILM NUMBER: 131008113 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar/Shadeland, LLC CENTRAL INDEX KEY: 0001564003 IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-204 FILM NUMBER: 131008118 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Gardens, LLC CENTRAL INDEX KEY: 0001563991 IRS NUMBER: 274501329 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-211 FILM NUMBER: 131008125 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Buffington Zachary Scott, L.P. CENTRAL INDEX KEY: 0001563968 IRS NUMBER: 201577414 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-222 FILM NUMBER: 131008136 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Buffington Colorado Crossing, L.P. CENTRAL INDEX KEY: 0001563907 IRS NUMBER: 202002341 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-229 FILM NUMBER: 131008143 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Harveston, LLC CENTRAL INDEX KEY: 0001563890 IRS NUMBER: 020613649 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-240 FILM NUMBER: 131008154 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Danville Tassajara Partners, LLC CENTRAL INDEX KEY: 0001563851 IRS NUMBER: 201461254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-256 FILM NUMBER: 131008170 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Concord Station, LLP CENTRAL INDEX KEY: 0001563789 IRS NUMBER: 200986458 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-262 FILM NUMBER: 131008176 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BPH I, LLC CENTRAL INDEX KEY: 0001563758 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-267 FILM NUMBER: 131008181 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BB Investment Holdings, LLC CENTRAL INDEX KEY: 0001563671 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-274 FILM NUMBER: 131008188 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Astoria Options, LLC CENTRAL INDEX KEY: 0001563649 IRS NUMBER: 263838861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-280 FILM NUMBER: 131008194 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR SOUTHLAND I INC CENTRAL INDEX KEY: 0001119560 IRS NUMBER: 330801714 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-284 FILM NUMBER: 131008198 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR HOMES OF TEXAS LAND & CONSTRUCTION LTD CENTRAL INDEX KEY: 0001119469 IRS NUMBER: 752792018 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-295 FILM NUMBER: 131008209 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREYSTONE HOMES INC/FL CENTRAL INDEX KEY: 0001119562 IRS NUMBER: 931070009 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-304 FILM NUMBER: 131008218 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U.S.H. Realty, Inc. CENTRAL INDEX KEY: 0001292752 IRS NUMBER: 742765031 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-317 FILM NUMBER: 131008231 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Summerwood, LLC CENTRAL INDEX KEY: 0001293000 IRS NUMBER: 270045425 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-321 FILM NUMBER: 131008235 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: Summerwood, L.L.C. DATE OF NAME CHANGE: 20040607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USH WEST LAKE INC CENTRAL INDEX KEY: 0001119521 IRS NUMBER: 223471278 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-324 FILM NUMBER: 131008238 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONEY CORP CENTRAL INDEX KEY: 0001119497 IRS NUMBER: 593374931 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-326 FILM NUMBER: 131008240 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMECRAFT CORP CENTRAL INDEX KEY: 0001119550 IRS NUMBER: 760334090 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-328 FILM NUMBER: 131008242 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Mare Island, LLC CENTRAL INDEX KEY: 0001564078 IRS NUMBER: 330789053 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-09 FILM NUMBER: 131007923 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HW SF, LLC CENTRAL INDEX KEY: 0001582176 IRS NUMBER: 263260410 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-13 FILM NUMBER: 131007927 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar-Lantana Boatyard, Inc. CENTRAL INDEX KEY: 0001292707 IRS NUMBER: 562321100 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-22 FILM NUMBER: 131007936 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Flamingo, LLC CENTRAL INDEX KEY: 0001582079 IRS NUMBER: 463111056 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-30 FILM NUMBER: 131007945 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI-West Seattle, LLC CENTRAL INDEX KEY: 0001569094 IRS NUMBER: 371699874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-34 FILM NUMBER: 131007949 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Colorado Minerals, LLC CENTRAL INDEX KEY: 0001569087 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-41 FILM NUMBER: 131007956 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R-Ranch Orlando Lender, LLC CENTRAL INDEX KEY: 0001568092 IRS NUMBER: 461486929 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-47 FILM NUMBER: 131007962 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVENHOME CORP CENTRAL INDEX KEY: 0001119582 IRS NUMBER: 760569346 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-59 FILM NUMBER: 131007974 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Associates Management, LLC CENTRAL INDEX KEY: 0001293370 IRS NUMBER: 522257293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-64 FILM NUMBER: 131007979 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Aircraft I, LLC CENTRAL INDEX KEY: 0001564319 IRS NUMBER: 202424732 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-68 FILM NUMBER: 131007983 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coventry L.L.C. CENTRAL INDEX KEY: 0001292925 IRS NUMBER: 364511106 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-80 FILM NUMBER: 131007995 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Central Park, LLC CENTRAL INDEX KEY: 0001292813 IRS NUMBER: 201087322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-87 FILM NUMBER: 131008002 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Family of Builders GP, Inc. CENTRAL INDEX KEY: 0001292702 IRS NUMBER: 431981691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-92 FILM NUMBER: 131008007 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Reno, LLC CENTRAL INDEX KEY: 0001293383 IRS NUMBER: 223895412 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-96 FILM NUMBER: 131008011 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Valencia at Doral, LLC CENTRAL INDEX KEY: 0001564142 IRS NUMBER: 203959040 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-106 FILM NUMBER: 131008020 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Preserve at Coconut Creek, LLC CENTRAL INDEX KEY: 0001564191 IRS NUMBER: 203287825 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-116 FILM NUMBER: 131008030 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar PI Property Acquisition, LLC CENTRAL INDEX KEY: 0001564034 IRS NUMBER: 261531376 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-125 FILM NUMBER: 131008039 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: St. Charles Active Adult Community, LLC CENTRAL INDEX KEY: 0001564095 IRS NUMBER: 201659598 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-132 FILM NUMBER: 131008046 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pioneer Meadows Investments, LLC CENTRAL INDEX KEY: 0001564076 IRS NUMBER: 200939094 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-141 FILM NUMBER: 131008055 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Strategic Technologies, LLC CENTRAL INDEX KEY: 0001564060 IRS NUMBER: 650523605 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-146 FILM NUMBER: 131008060 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PD-Len Delray, LLC CENTRAL INDEX KEY: 0001564028 IRS NUMBER: 208734555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-152 FILM NUMBER: 131008066 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Raintree Village II L.L.C. CENTRAL INDEX KEY: 0001564017 IRS NUMBER: 202118282 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-155 FILM NUMBER: 131008069 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Madrona Village Mews L.L.C. CENTRAL INDEX KEY: 0001563952 IRS NUMBER: 360026266 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-161 FILM NUMBER: 131008075 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities VII, LLC CENTRAL INDEX KEY: 0001563834 IRS NUMBER: 841534329 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-175 FILM NUMBER: 131008089 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lori Gardens Associates III, LLC CENTRAL INDEX KEY: 0001563808 IRS NUMBER: 201944674 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-181 FILM NUMBER: 131008095 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC at Ravenna, LLC CENTRAL INDEX KEY: 0001563726 IRS NUMBER: 412088272 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-188 FILM NUMBER: 131008102 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI-Jacksonville, LLC CENTRAL INDEX KEY: 0001563718 IRS NUMBER: 453307890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-191 FILM NUMBER: 131008105 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Hingham JV, LLC CENTRAL INDEX KEY: 0001564012 IRS NUMBER: 202866001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-200 FILM NUMBER: 131008114 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Spencer's Crossing, LLC CENTRAL INDEX KEY: 0001564002 IRS NUMBER: 202906597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-205 FILM NUMBER: 131008119 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Georgia, Inc. CENTRAL INDEX KEY: 0001563993 IRS NUMBER: 208892316 STATE OF INCORPORATION: GA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-210 FILM NUMBER: 131008124 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Cobra, LLC CENTRAL INDEX KEY: 0001563972 IRS NUMBER: 263945098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-219 FILM NUMBER: 131008133 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HTC Golf Club, LLC CENTRAL INDEX KEY: 0001563902 IRS NUMBER: 260312522 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-231 FILM NUMBER: 131008145 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Heritage of Auburn Hills, L.L.C. CENTRAL INDEX KEY: 0001563893 IRS NUMBER: 383395118 STATE OF INCORPORATION: MI FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-237 FILM NUMBER: 131008151 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: F&R QVI Home Investments USA, LLC CENTRAL INDEX KEY: 0001563870 IRS NUMBER: 208024189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-246 FILM NUMBER: 131008160 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: F&R Florida Homes, LLC CENTRAL INDEX KEY: 0001563869 IRS NUMBER: 272136138 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-248 FILM NUMBER: 131008162 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cedar Lakes II, LLC CENTRAL INDEX KEY: 0001563820 IRS NUMBER: 000000000 STATE OF INCORPORATION: NC FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-259 FILM NUMBER: 131008173 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Caswell Acquisition Group, LLC CENTRAL INDEX KEY: 0001563788 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-263 FILM NUMBER: 131008177 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bay River Colony Development, Ltd. CENTRAL INDEX KEY: 0001563666 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-276 FILM NUMBER: 131008190 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aylon, LLC CENTRAL INDEX KEY: 0001563651 IRS NUMBER: 743135055 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-278 FILM NUMBER: 131008192 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR SAN JOSE HOLDINGS INC CENTRAL INDEX KEY: 0001119559 IRS NUMBER: 650645170 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-285 FILM NUMBER: 131008199 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR REALTY INC CENTRAL INDEX KEY: 0001119555 IRS NUMBER: 590866794 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-289 FILM NUMBER: 131008203 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR HOMES OF TEXAS SALES & MARKETING LTD CENTRAL INDEX KEY: 0001119468 IRS NUMBER: 752792019 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-294 FILM NUMBER: 131008208 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR HOMES OF ARIZONA INC CENTRAL INDEX KEY: 0001119466 IRS NUMBER: 650163412 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-297 FILM NUMBER: 131008211 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Madrona Village L.L.C. CENTRAL INDEX KEY: 0001293063 IRS NUMBER: 364343916 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-307 FILM NUMBER: 131008221 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar - BVHP, LLC CENTRAL INDEX KEY: 0001564318 IRS NUMBER: 943332430 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-69 FILM NUMBER: 131007984 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USH LEE, LLC CENTRAL INDEX KEY: 0001564145 IRS NUMBER: 275368263 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-103 FILM NUMBER: 131008017 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Providence Lakes, LLP CENTRAL INDEX KEY: 0001564048 IRS NUMBER: 201744772 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-149 FILM NUMBER: 131008063 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities I, Inc. CENTRAL INDEX KEY: 0001563727 IRS NUMBER: 841317557 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-187 FILM NUMBER: 131008101 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEN - CG South, LLC CENTRAL INDEX KEY: 0001563918 IRS NUMBER: 454599963 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-227 FILM NUMBER: 131008141 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENH I, LLC CENTRAL INDEX KEY: 0001293094 IRS NUMBER: 562349820 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-63 FILM NUMBER: 131007978 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Pacific Properties Management, Inc. CENTRAL INDEX KEY: 0001293384 IRS NUMBER: 300139878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-73 FILM NUMBER: 131007988 BUSINESS ADDRESS: STREET 1: 24800 CHRISANTA DRIVE CITY: MISSION VIEJO STATE: CA ZIP: 92690 BUSINESS PHONE: 949-598-8500 MAIL ADDRESS: STREET 1: 24800 CHRISANTA DRIVE CITY: MISSION VIEJO STATE: CA ZIP: 92690 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Madrona Ridge L.L.C. CENTRAL INDEX KEY: 0001563810 IRS NUMBER: 200278584 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-179 FILM NUMBER: 131008093 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar West Valley, LLC CENTRAL INDEX KEY: 0001563999 IRS NUMBER: 201342854 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-207 FILM NUMBER: 131008121 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR HOMES OF CALIFORNIA INC CENTRAL INDEX KEY: 0001119409 IRS NUMBER: 931223261 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-296 FILM NUMBER: 131008210 BUSINESS ADDRESS: STREET 1: C/O LENNAR CORP STREET 2: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: C/O LENNAR CORP STREET 2: 700 NW 107TH AVE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lorton Station, LLC CENTRAL INDEX KEY: 0001292928 IRS NUMBER: 760694499 STATE OF INCORPORATION: VA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-315 FILM NUMBER: 131008229 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USH - Flag, LLC CENTRAL INDEX KEY: 0001564146 IRS NUMBER: 263984776 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-102 FILM NUMBER: 131008016 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Len Paradise, LLC CENTRAL INDEX KEY: 0001564313 IRS NUMBER: 270950511 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-12 FILM NUMBER: 131007926 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Courts, LLC CENTRAL INDEX KEY: 0001582035 IRS NUMBER: 463122365 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-31 FILM NUMBER: 131007946 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Strategic Cable Technologies, L.P. CENTRAL INDEX KEY: 0001293366 IRS NUMBER: 201179138 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-58 FILM NUMBER: 131007973 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Trading Company, LP CENTRAL INDEX KEY: 0001293073 IRS NUMBER: 721574089 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-95 FILM NUMBER: 131008010 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities VI, LLC CENTRAL INDEX KEY: 0001563832 IRS NUMBER: 841556776 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-176 FILM NUMBER: 131008090 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCC Investors, LLC CENTRAL INDEX KEY: 0001563892 IRS NUMBER: 330770138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-238 FILM NUMBER: 131008152 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CPFE, LLC CENTRAL INDEX KEY: 0001563792 IRS NUMBER: 455433728 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-260 FILM NUMBER: 131008174 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR LAND PARTNERS SUB II INC CENTRAL INDEX KEY: 0001119568 IRS NUMBER: 880429001 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-293 FILM NUMBER: 131008207 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LH-EH Layton Lakes Estates, LLC CENTRAL INDEX KEY: 0001563707 IRS NUMBER: 043741040 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-322 FILM NUMBER: 131008236 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Colonial Heritage LLC CENTRAL INDEX KEY: 0001292698 IRS NUMBER: 200646289 STATE OF INCORPORATION: VA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-79 FILM NUMBER: 131007994 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. Home of Arizona Construction Co. CENTRAL INDEX KEY: 0001564148 IRS NUMBER: 742402824 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-100 FILM NUMBER: 131008014 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Illinois Trading Company, LLC CENTRAL INDEX KEY: 0001564024 IRS NUMBER: 000000000 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-119 FILM NUMBER: 131008033 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Long Beach Promenade Partners, LLC CENTRAL INDEX KEY: 0001564084 IRS NUMBER: 201258506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-128 FILM NUMBER: 131008042 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Prestonfield L.L.C CENTRAL INDEX KEY: 0001564051 IRS NUMBER: 364511103 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-148 FILM NUMBER: 131008062 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NC Properties I, LLC CENTRAL INDEX KEY: 0001563963 IRS NUMBER: 273443043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-170 FILM NUMBER: 131008084 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Homes Holding, LLC CENTRAL INDEX KEY: 0001564014 IRS NUMBER: 161641233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-198 FILM NUMBER: 131008112 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lakelands at Easton, L.L.C. CENTRAL INDEX KEY: 0001563896 IRS NUMBER: 030501970 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-235 FILM NUMBER: 131008149 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Belle Meade LEN Holdings, LLC CENTRAL INDEX KEY: 0001563772 IRS NUMBER: 271137331 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-266 FILM NUMBER: 131008180 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR COMMUNITIES DEVELOPMENT INC CENTRAL INDEX KEY: 0001119498 IRS NUMBER: 860262130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-299 FILM NUMBER: 131008213 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northbridge L.L.C. CENTRAL INDEX KEY: 0001293062 IRS NUMBER: 364511102 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-310 FILM NUMBER: 131008224 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: S. Florida Construction II, LLC CENTRAL INDEX KEY: 0001292994 IRS NUMBER: 721567303 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-23 FILM NUMBER: 131007937 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aquaterra Utilities, Inc. CENTRAL INDEX KEY: 0001292685 IRS NUMBER: 593674555 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-72 FILM NUMBER: 131007987 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UST Lennar GP PIS 7, LLC CENTRAL INDEX KEY: 0001564143 IRS NUMBER: 263219172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-105 FILM NUMBER: 131008019 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Point, LLC CENTRAL INDEX KEY: 0001564020 IRS NUMBER: 460534484 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-194 FILM NUMBER: 131008108 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 360 Developers, LLC CENTRAL INDEX KEY: 0001563981 IRS NUMBER: 030469008 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-215 FILM NUMBER: 131008129 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DBJ Holdings, LLC CENTRAL INDEX KEY: 0001563863 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-251 FILM NUMBER: 131008165 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR COMMUNITIES INC CENTRAL INDEX KEY: 0001119500 IRS NUMBER: 330855007 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-300 FILM NUMBER: 131008214 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tustin Vistas Partners, LLC CENTRAL INDEX KEY: 0001293010 IRS NUMBER: 320054237 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-319 FILM NUMBER: 131008233 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Durrell 33, LLC CENTRAL INDEX KEY: 0001574378 IRS NUMBER: 462498666 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-17 FILM NUMBER: 131007931 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Pearl Apartment Homes, LLC CENTRAL INDEX KEY: 0001567990 IRS NUMBER: 352460907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-51 FILM NUMBER: 131007966 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Legends Club, LLC CENTRAL INDEX KEY: 0001292691 IRS NUMBER: 481259544 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-84 FILM NUMBER: 131007999 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: Legends Club, Inc. DATE OF NAME CHANGE: 20040604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Scarsdale, LTD CENTRAL INDEX KEY: 0001564086 IRS NUMBER: 270080619 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-138 FILM NUMBER: 131008052 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Northeast Mortgage, Inc. CENTRAL INDEX KEY: 0001563837 IRS NUMBER: 541830770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-172 FILM NUMBER: 131008086 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Rialto Investment LP CENTRAL INDEX KEY: 0001564015 IRS NUMBER: 271437879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-197 FILM NUMBER: 131008111 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEN - Belle Meade, LLC CENTRAL INDEX KEY: 0001563909 IRS NUMBER: 271077754 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-228 FILM NUMBER: 131008142 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bramalea California, Inc. CENTRAL INDEX KEY: 0001563754 IRS NUMBER: 953426206 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-268 FILM NUMBER: 131008182 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar New York, LLC CENTRAL INDEX KEY: 0001564050 IRS NUMBER: 203160452 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-03 FILM NUMBER: 131007917 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bridges at Rancho Santa Fe Sales Company, Inc. CENTRAL INDEX KEY: 0001564194 IRS NUMBER: 330886703 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-28 FILM NUMBER: 131007942 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC Communities II, LLC CENTRAL INDEX KEY: 0001563728 IRS NUMBER: 841317558 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-25 FILM NUMBER: 131007939 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMICS, LLC CENTRAL INDEX KEY: 0001567991 IRS NUMBER: 364747722 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-50 FILM NUMBER: 131007965 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Heathcote Commons, LLC CENTRAL INDEX KEY: 0001293363 IRS NUMBER: 201178932 STATE OF INCORPORATION: VA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-83 FILM NUMBER: 131007998 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Stoneybrook Clubhouse, Inc. CENTRAL INDEX KEY: 0001564104 IRS NUMBER: 760555539 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-129 FILM NUMBER: 131008043 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Ventures, LLC CENTRAL INDEX KEY: 0001564000 IRS NUMBER: 263103505 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-206 FILM NUMBER: 131008120 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Estates Seven, LLC CENTRAL INDEX KEY: 0001563867 IRS NUMBER: 522274380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-247 FILM NUMBER: 131008161 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR PACIFIC PROPERTIES INC CENTRAL INDEX KEY: 0001119511 IRS NUMBER: 880412607 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-290 FILM NUMBER: 131008204 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. Home Realty, Inc. CENTRAL INDEX KEY: 0001292749 IRS NUMBER: 760136964 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-318 FILM NUMBER: 131008232 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lencraft, LLC CENTRAL INDEX KEY: 0001564315 IRS NUMBER: 201749015 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-11 FILM NUMBER: 131007925 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: South Development, LLC CENTRAL INDEX KEY: 0001568872 IRS NUMBER: 202581567 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-43 FILM NUMBER: 131007958 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Chocolate Bayou Development, LLC CENTRAL INDEX KEY: 0001564139 IRS NUMBER: 262320867 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-109 FILM NUMBER: 131008023 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Savell Gulley Development, LLC CENTRAL INDEX KEY: 0001564081 IRS NUMBER: 262592101 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-139 FILM NUMBER: 131008053 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reserve at River Park, LLC CENTRAL INDEX KEY: 0001563998 IRS NUMBER: 721537694 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-163 FILM NUMBER: 131008077 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Len-Verandahs, LLP CENTRAL INDEX KEY: 0001563708 IRS NUMBER: 203021304 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-193 FILM NUMBER: 131008107 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEN - Palm Vista, LLC CENTRAL INDEX KEY: 0001563931 IRS NUMBER: 271077269 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-226 FILM NUMBER: 131008140 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coto De Caza, Ltd., Limited Partnership CENTRAL INDEX KEY: 0001563790 IRS NUMBER: 330738531 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-261 FILM NUMBER: 131008175 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR PACIFIC INC CENTRAL INDEX KEY: 0001119579 IRS NUMBER: 880412608 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-291 FILM NUMBER: 131008205 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Glencoe Dallas, LLC CENTRAL INDEX KEY: 0001567986 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-55 FILM NUMBER: 131007970 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar International Holding, LLC CENTRAL INDEX KEY: 0001564027 IRS NUMBER: 461347038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-121 FILM NUMBER: 131008035 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI-JC, LLC CENTRAL INDEX KEY: 0001563814 IRS NUMBER: 900843143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-178 FILM NUMBER: 131008092 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lakeside Farm, LLC CENTRAL INDEX KEY: 0001563898 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-234 FILM NUMBER: 131008148 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR RENAISSANCE INC CENTRAL INDEX KEY: 0001119556 IRS NUMBER: 330726195 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-288 FILM NUMBER: 131008202 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Pearl Apartment Homes Holdings, LLC CENTRAL INDEX KEY: 0001574388 IRS NUMBER: 364757323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-37 FILM NUMBER: 131007952 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEN Paradise Operating, LLC CENTRAL INDEX KEY: 0001564311 IRS NUMBER: 272559369 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-71 FILM NUMBER: 131007986 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Imperial Holdings Limited Partnership CENTRAL INDEX KEY: 0001564026 IRS NUMBER: 202552367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-120 FILM NUMBER: 131008034 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance Joint Venture CENTRAL INDEX KEY: 0001564007 IRS NUMBER: 200035665 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-157 FILM NUMBER: 131008071 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 308 Furman, Ltd. CENTRAL INDEX KEY: 0001563983 IRS NUMBER: 010757175 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-214 FILM NUMBER: 131008128 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREYSTONE HOMES OF NEVADA INC CENTRAL INDEX KEY: 0001119563 IRS NUMBER: 880412604 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-303 FILM NUMBER: 131008217 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR SALES CORP CENTRAL INDEX KEY: 0001119558 IRS NUMBER: 954716082 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-286 FILM NUMBER: 131008200 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Associates Management Holding CO CENTRAL INDEX KEY: 0001292694 IRS NUMBER: 311806357 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-65 FILM NUMBER: 131007980 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rivendell Joint Venture CENTRAL INDEX KEY: 0001564087 IRS NUMBER: 650843443 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-137 FILM NUMBER: 131008051 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hammocks Lennar LLC CENTRAL INDEX KEY: 0001567983 IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-21 FILM NUMBER: 131007935 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Colorado, LLC CENTRAL INDEX KEY: 0001563976 IRS NUMBER: 200451796 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-218 FILM NUMBER: 131008132 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pomac, LLC CENTRAL INDEX KEY: 0001564071 IRS NUMBER: 113708149 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-144 FILM NUMBER: 131008058 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Willowbrook Investors, LLC CENTRAL INDEX KEY: 0001564136 IRS NUMBER: 760687252 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-26 FILM NUMBER: 131007940 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Greywall Club L.L.C. CENTRAL INDEX KEY: 0001563889 IRS NUMBER: 201083688 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-241 FILM NUMBER: 131008155 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Terra Division, LLC CENTRAL INDEX KEY: 0001568093 IRS NUMBER: 000000000 STATE OF INCORPORATION: MN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-46 FILM NUMBER: 131007961 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Central Region Sweep, Inc. CENTRAL INDEX KEY: 0001292688 IRS NUMBER: 651111068 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-88 FILM NUMBER: 131008003 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Stoney Holdings, LLC CENTRAL INDEX KEY: 0001564097 IRS NUMBER: 275428554 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-131 FILM NUMBER: 131008045 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: One SR, L.P. CENTRAL INDEX KEY: 0001563979 IRS NUMBER: 753030507 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-171 FILM NUMBER: 131008085 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar/LNR Camino Palomar, LLC CENTRAL INDEX KEY: 0001563997 IRS NUMBER: 900159727 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-208 FILM NUMBER: 131008122 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Evergreen Village LLC CENTRAL INDEX KEY: 0001563868 IRS NUMBER: 593801488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-249 FILM NUMBER: 131008163 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREYSTONE NEVADA LLC CENTRAL INDEX KEY: 0001119499 IRS NUMBER: 880412611 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-302 FILM NUMBER: 131008216 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC HOLDINGS INC CENTRAL INDEX KEY: 0001119586 IRS NUMBER: 911770357 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-325 FILM NUMBER: 131008239 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Marina A Funding, LLC CENTRAL INDEX KEY: 0001564075 IRS NUMBER: 270762082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-08 FILM NUMBER: 131007922 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coco Palm 82, LLC CENTRAL INDEX KEY: 0001567981 IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-49 FILM NUMBER: 131007964 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Len-Hawks Point, LLC CENTRAL INDEX KEY: 0001564317 IRS NUMBER: 454049841 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-70 FILM NUMBER: 131007985 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Layton, LLC CENTRAL INDEX KEY: 0001564033 IRS NUMBER: 263797850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-123 FILM NUMBER: 131008037 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PT Metro, LLC CENTRAL INDEX KEY: 0001564046 IRS NUMBER: 454508755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-150 FILM NUMBER: 131008064 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Palm Gardens At Doral, LLC CENTRAL INDEX KEY: 0001563996 IRS NUMBER: 203959088 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-164 FILM NUMBER: 131008078 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI-JC Developer, LLC CENTRAL INDEX KEY: 0001563719 IRS NUMBER: 383875832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-190 FILM NUMBER: 131008104 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Largo Park Multifamily Developer, LLC CENTRAL INDEX KEY: 0001563900 IRS NUMBER: 452976674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-233 FILM NUMBER: 131008147 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bainebridge 249, LLC CENTRAL INDEX KEY: 0001563704 IRS NUMBER: 455434000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-273 FILM NUMBER: 131008187 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spanish Springs Development, LLC CENTRAL INDEX KEY: 0001292985 IRS NUMBER: 760672277 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-309 FILM NUMBER: 131008223 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363 FILM NUMBER: 131007943 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R-Ranch Development, LLC CENTRAL INDEX KEY: 0001568091 IRS NUMBER: 461494780 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-48 FILM NUMBER: 131007963 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pioneer Meadows Development, LLC CENTRAL INDEX KEY: 0001564077 IRS NUMBER: 200939113 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-140 FILM NUMBER: 131008054 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNC at Meadowbrook, LLC CENTRAL INDEX KEY: 0001563725 IRS NUMBER: 360026164 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-189 FILM NUMBER: 131008103 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Isles at Bayshore Club, LLC CENTRAL INDEX KEY: 0001563872 IRS NUMBER: 272304291 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-245 FILM NUMBER: 131008159 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LH Eastwind, LLC CENTRAL INDEX KEY: 0001292982 IRS NUMBER: 200097714 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-311 FILM NUMBER: 131008225 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Fullerton, LLC CENTRAL INDEX KEY: 0001567985 IRS NUMBER: 300754847 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-56 FILM NUMBER: 131007971 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Builders LP, Inc. CENTRAL INDEX KEY: 0001292680 IRS NUMBER: 431981685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-77 FILM NUMBER: 131007992 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-599-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Northwest, Inc. CENTRAL INDEX KEY: 0001564042 IRS NUMBER: 452978961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-127 FILM NUMBER: 131008041 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Palm Gardens At Doral Clubhouse, LLC CENTRAL INDEX KEY: 0001563988 IRS NUMBER: 260801736 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-166 FILM NUMBER: 131008080 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Creekside Crossing, L.L.C. CENTRAL INDEX KEY: 0001563956 IRS NUMBER: 432052256 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-223 FILM NUMBER: 131008137 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCI Properties, LLC CENTRAL INDEX KEY: 0001563740 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-272 FILM NUMBER: 131008186 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USH WOODBRIDGE INC CENTRAL INDEX KEY: 0001119520 IRS NUMBER: 760561576 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-323 FILM NUMBER: 131008237 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Long Beach Development, LLC CENTRAL INDEX KEY: 0001563805 IRS NUMBER: 262321011 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-184 FILM NUMBER: 131008098 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Communities Nevada, LLC CENTRAL INDEX KEY: 0001563977 IRS NUMBER: 203035653 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-217 FILM NUMBER: 131008131 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI Park Central, LLC CENTRAL INDEX KEY: 0001567989 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-52 FILM NUMBER: 131007967 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305) 559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DTC Holdings of Florida, LLC CENTRAL INDEX KEY: 0001563865 IRS NUMBER: 452118119 STATE OF INCORPORATION: FL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-250 FILM NUMBER: 131008164 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Majestic Woods, LLC CENTRAL INDEX KEY: 0001563955 IRS NUMBER: 743001871 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-162 FILM NUMBER: 131008076 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Lake Village, LLC CENTRAL INDEX KEY: 0001564138 IRS NUMBER: 232861558 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-111 FILM NUMBER: 131008025 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR COM INC CENTRAL INDEX KEY: 0001119506 IRS NUMBER: 650980149 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-281 FILM NUMBER: 131008195 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 NW 107TH AVE. CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reserve at South Harrison, LLC CENTRAL INDEX KEY: 0001563990 IRS NUMBER: 760682273 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-165 FILM NUMBER: 131008079 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: (305)559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Arizona Construction, Inc. CENTRAL INDEX KEY: 0001564322 IRS NUMBER: 205335712 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-66 FILM NUMBER: 131007981 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar Lytle, LLC CENTRAL INDEX KEY: 0001564080 IRS NUMBER: 202374724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-10 FILM NUMBER: 131007924 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lennar New Jersey Properties Inc. CENTRAL INDEX KEY: 0001564052 IRS NUMBER: 202681142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-04 FILM NUMBER: 131007918 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Friendswood Development Company, LLC CENTRAL INDEX KEY: 0001563861 IRS NUMBER: 742859478 STATE OF INCORPORATION: TX FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190363-253 FILM NUMBER: 131008167 BUSINESS ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 305-559-4000 MAIL ADDRESS: STREET 1: 700 NORTHWEST 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 S-4 1 d567477ds4.htm FORM S-4 FORM S-4
Table of Contents

As filed with the Securities and Exchange Commission on August 2, 2013

Registration No:                     

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Lennar Corporation

Co-registrants are listed on the following page.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   1520   95-4337490

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

700 Northwest 107th Avenue

Miami, Florida 33172

(305) 559-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Copies to:

 

Mark Sustana   David W. Bernstein, Esq.
General Counsel and Secretary   K&L Gates LLP
700 Northwest 107th Avenue   599 Lexington Avenue
Miami, Florida 33172   New York, New York 10022
(305) 559-4000   (212) 536-3900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

   

Amount

to be
Registered

    Proposed
Maximum
Offering Price
per Note		  

Proposed
Maximum
Aggregate

Offering Price

  

Amount of

Registration Fee

Series B 4.125% Senior Notes due 2018

    $275,000,000        100%   $275,000,000(1)   $37,510(2)

Guarantees of Series B 4.125% Senior Notes due 2018(3)

    —    —   —   $0.00(4)

 

 

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 424(f).
(3) See the following pages for a list of the guarantors, all of which are wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries of Lennar Corporation.
(4) Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Table of Contents

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

308 Furman, Ltd.    Texas    01-0757175
360 Developers, LLC    Florida    03-0469008
Ann Arundel Farms, Ltd.    Texas    76-0594649
Aquaterra Utilities, Inc.    Florida    59-3674555
Asbury Woods L.L.C.    Illinois    36-4491586
Astoria Options, LLC    Delaware    26-3838861
Autumn Creek Development, Ltd.    Texas    76-0566381
Aylon, LLC    Delaware    74-3135055
Bainebridge 249, LLC    Florida    45-5434000
Bay Colony Expansion 369, Ltd.    Texas    01-0634897
Bay River Colony Development, Ltd.    Texas    None
BB Investment Holdings, LLC    Nevada    None
BCI Properties, LLC    Nevada    None
Bellagio Lennar, LLC    Florida    46-0560657
Belle Meade LEN Holdings, LLC    Florida    27-1137331
Belle Meade Partners, LLC    Florida    20-3287566
BPH I, LLC    Nevada    None
Bramalea California, Inc.    California    95-3426206
Bressi Gardenlane, LLC    Delaware    47-0876961
Builders LP, Inc.    Delaware    43-1981685
Cambria L.L.C.    Illinois    36-4343919
Cary Woods LLC    Illinois    36-4511011
Casa Marina Development, LLC    Florida    55-0817596
Caswell Acquisition Group, LLC    Delaware    None
Cedar Lakes II, LLC    North Carolina    None
Chancellor Place at Hamilton, LLC    New Jersey    45-2994842
Cherrytree II LLC    Maryland    75-2988548
CL Ventures, LLC    Florida    11-3728443
Coco Palm 82, LLC    Florida    None
Colonial Heritage LLC    Virginia    20-0646289
Concord Station, LLP    Florida    20-0986458
Coto De Caza, Ltd., Limited Partnership    California    33-0738531
Coventry L.L.C.    Illinois    36-4511106
CPFE, LLC    Maryland    45-5433728
CP Red Oak Management, LLC    Texas    None
CP Red Oak Partners, Ltd.    Texas    20-1064026
Creekside Crossing, L.L.C.    Illinois    43-2052256
Danville Tassajara Partners, LLC    Delaware    20-1461254
Darcy-Joliet, LLC    Illinois    20-1290431
DBJ Holdings, LLC    Nevada    None
Durrell 33, LLC    New Jersey    46-2498666
DTC Holdings of Florida, LLC    Florida    45-2118119
Estates Seven, LLC    Delaware    52-2274380
EV, LLC    Maryland    None
Evergreen Village LLC    Delaware    59-3801488
F&R Florida Homes, LLC    Florida    27-2136138
F&R QVI Home Investments USA, LLC    Delaware    20-8024189
Fidelity Guaranty and Acceptance Corp.    Delaware    76-0168225
FLORDADE LLC    Florida    38-3832923
Fox-Maple Associates, LLC    New Jersey    43-1997377
Friendswood Development Company, LLC    Texas    74-2859478
Garco Investments, LLC    Florida    65-1151300
Greentree Holdings, LLC    New Jersey    76-0693003
Greystone Construction, Inc.    Arizona    86-0864245
Greystone Homes, Inc.    Delaware    93-1070009
Greystone Homes of Nevada, Inc.    Delaware    88-0412604
Greystone Nevada, LLC    Delaware    88-0412611
Greywall Club L.L.C.    Illinois    20-1083688
Hammocks Lennar LLC    Florida    None
Harveston, LLC    Delaware    02-0613649
Haverford Venture L.L.C.    Illinois    20-0064473

 

Table of Contents

Name of Co-Registrant

   

Jurisdiction of

Incorporation or

Organization

   

I.R.S. Employer
Identification No.

Haverton L.L.C.    Illinois    30-0057181
HCC Investors, LLC    Delaware    33-0770138
Heathcote Commons LLC    Virginia    20-1178932
Heritage of Auburn Hills, L.L.C.    Michigan    38-3395118
Hewitts Landing Trustee, LLC    Massachusetts    27-2909649
Home Buyer’s Advantage Realty, Inc.    Texas    76-0573246
Homecraft Corporation    Texas    76-0334090
HTC Golf Club, LLC    Colorado    26-0312522
HW SF, LLC    Texas   

26-3260410

Inactive Companies, LLC    Florida    26-2094631
Independence L.L.C.    Virginia    76-0651137
Isles at Bayshore Club, LLC    Florida    27-2304291
Kendall Hammocks Commercial, LLC    Florida    30-0771295
Lakelands at Easton, L.L.C.    Maryland    03-0501970
Lakeside Farm, LLC    Maryland    None
Largo Park Multifamily Developer, LLC    Delaware    45-2976674
LCD Asante, LLC    Delaware    26-1131090
Legends Club, LLC    Florida    48-1259544
Legends Golf Club, LLC    Florida    59-3691814
LEN – Belle Meade, LLC    Florida    27-1077754
LEN – CG South, LLC    Florida    45-4599963
LEN – Palm Vista, LLC    Florida    27-1077269
LEN Paradise Cable, LLC    Florida    27-2559480
LEN Paradise Operating, LLC    Florida    27-2559369
Len Paradise, LLC    Florida    27-0950511
Lencraft, LLC    Maryland    20-1749015
LENH I, LLC    Florida    56-2349820
Len-Hawks Point, LLC    Florida    45-4049841
Lennar – BVHP, LLC    California    94-3332430
Lennar Aircraft I, LLC    Delaware    20-2424732
Lennar Arizona, Inc.    Arizona    20-5335505
Lennar Arizona Construction, Inc.    Arizona    20-5335712
Lennar Associates Management, LLC    Delaware    52-2257293
Lennar Associates Management Holding Company    Florida    31-1806357
Lennar Avenue One, LLC    Delaware    46-1440494
Lennar Bridges, LLC    California    33-0843355
Lennar Buffington Colorado Crossing, L.P.    Texas    20-2002341
Lennar Buffington Zachary Scott, L.P.    Texas    20-1577414
Lennar Carolinas, LLC    Delaware    20-3150607
Lennar Central Park, LLC    Delaware    20-1087322
Lennar Central Region Sweep, Inc.    Nevada    65-1111068
Lennar Central Texas, L.P.    Texas    20-5336543
Lennar Chicago, Inc.    Illinois    36-3971759
Lennar Cobra, LLC    Delaware    26-3945098
Lennar Colorado, LLC    Colorado    20-0451796
Lennar Colorado Minerals LLC    Colorado    None
Lennar Commercial Investors, LLC    Florida    46-2288424
Lennar Communities, Inc.    California    33-0855007
Lennar Communities Development, Inc.    Delaware    86-0262130
Lennar Communities Nevada, LLC    Nevada    20-3035653
Lennar Communities of Chicago L.L.C.    Illinois    20-2036535
Lennar Construction, Inc.    Arizona    86-0972186
Lennar Coto Holdings, L.L.C.    California    33-0787906
Lennar Courts, LLC    Florida    46-3122365
Lennar Developers, Inc.    Florida    48-1259540
Lennar Distressed Investments, LLC    Delaware    27-1816535
Lennar Family of Builders GP, Inc.    Delaware    43-1981691
Lennar Family of Builders Limited Partnership    Delaware    43-1981697
Lennar Flamingo, LLC    Florida    46-3111056
Lennar Fresno, Inc.    California    33-1008718
Lennar Gardens, LLC    Florida    27-4501329
Lennar Georgia, Inc.    Georgia    20-8892316
Lennar Greer Ranch Venture, LLC    California    33-0888370
Lennar Heritage Fields, LLC    California    27-3194383

 

Table of Contents

Name of Co-Registrant

   

Jurisdiction of

Incorporation or

Organization

   

I.R.S. Employer

Identification No.

Lennar Hingham Holdings, LLC    Delaware    20-2866090
Lennar Hingham JV, LLC    Delaware    20-2866001
Lennar Homes Holding, LLC    Delaware    16-1641233
Lennar Homes NJ, LLC    Delaware    45-2921631
Lennar Homes, LLC    Florida    59-0711505
Lennar Homes of Arizona, Inc.    Arizona    65-0163412
Lennar Homes of California, Inc.    California    93-1223261
Lennar Homes of Texas Land and Construction, Ltd.    Texas    75-2792018
Lennar Homes of Texas Sales and Marketing, Ltd.    Texas    75-2792019
Lennar Illinois Trading Company, LLC    Illinois    None
Lennar Imperial Holdings Limited Partnership    Delaware    20-2552367
Lennar International Holding, LLC    Delaware    None
Lennar International, LLC    Delaware    None
Lennar Land Partners Sub, Inc.    Delaware    65-0776454
Lennar Land Partners Sub II, Inc.    Nevada    88-0429001
Lennar Layton, LLC    Delaware    26-3797850
Lennar Long Beach Promenade Partners, LLC    Delaware    20-1258506
Lennar Lytle, LLC    Delaware    20-2374724
Lennar Mare Island, LLC    California    33-0789053
Lennar Marina A Funding, LLC    Delaware    27-0762082
Lennar Massachusetts Properties, Inc.    Delaware    20-2681100
Lennar Middletown, LLC    New Jersey    45-5441987
Lennar Multifamily Investors, LLC    Delaware    45-2701002
Lennar New Jersey Properties Inc.    Delaware    20-2681142
Lennar New York, LLC    New York    20-3160452
Lennar Northeast Properties, Inc.    Nevada    20-2552288
Lennar Northeast Properties LLC    New Jersey    20-4874094
Lennar Northwest, Inc.    Delaware    45-2978961
Lennar Pacific, Inc.    Delaware    88-0412608
Lennar Pacific Properties, Inc.    Delaware    88-0412607
Lennar Pacific Properties Management, Inc.    Delaware    30-0139878
Lennar PI Acquisition, LLC    New Jersey    26-1531638
Lennar PI Property Acquisition, LLC    New Jersey    26-1531376
Lennar PIS Management Company, LLC    Delaware    26-3218984
Lennar PNW, Inc.    Washington    20-2977927
Lennar Point, LLC    New Jersey    46-0534484
Lennar Port Imperial South, LLC    Delaware    20-2552353
Lennar Realty, Inc.    Florida    76-0683361
Lennar Renaissance, Inc.    California    33-0726195
Lennar Reno, LLC    Nevada    22-3895412
Lennar Rialto Investment LP    Delaware    27-1437879
Lennar Riverside West, LLC    Delaware    20-2552385
Lennar Riverside West Urban Renewal Company, L.L.C.    New Jersey    20-2562043
Lennar Sacramento, Inc.    California    33-0794993
Lennar Sales Corp.    California    95-4716082
Lennar San Jose Holdings, Inc.    California    65-0645170
Lennar/Shadeland, LLC    Pennsylvania    None
Lennar Southland I, Inc.    California    33-0801714
Lennar Southwest Holding Corp.    Nevada    91-1933536
Lennar Spencer’s Crossing, LLC    Delaware    20-2906597
Lennar Texas Holding Company    Texas    75-2788257
Lennar Trading Company, LP    Texas    72-1574089
Lennar Ventures, LLC    Florida    26-3103505
Lennar West Valley, LLC    California    20-1342854
Lennar.com Inc.    Florida    65-0980149
Lennar/LNR Camino Palomar, LLC    California    90-0159727
Lennar-Lantana Boatyard, Inc.    Florida    56-2321100

 

Table of Contents

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

LEN-Ryan 1, LLC

    Florida    None

Len-Verandahs, LLP

    Florida    20-3021304

LFS Holding Company, LLC

    Delaware    65-1105931

LH Eastwind, LLC

    Florida    20-0097714

LH-EH Layton Lakes Estates, LLC

    Arizona    04-3741040

LHI Renaissance, LLC

    Florida    02-0680656

LMI (150 Ocean) Investor, LLC

    Delaware    80-0940631

LMI Fullerton, LLC

    Delaware    30-0754847

LMI Glencoe Dallas, LLC

    Delaware    None

LMI Glencoe Dallas Investor, LLC

    Delaware    61-1706871

LMI Glenview Investor, LLC

    Delaware    36-4766259

LMI Lakes West Covina Investors, LLC

    Delaware    32-0414007

LMI Las Colinas Station, LLC

    Delaware    32-0393213

LMI Naperville Investor, LLC

    Delaware    37-1709704

LMI Park Central, LLC

    Delaware    None

LMI Park Central Investor, LLC

    Delaware    35-2471697

LMI Pearl Apartment Homes, LLC

    Delaware    35-2460907

LMI Pearl Apartment Homes Holdings, LLC

    Delaware    36-4757323

LMICS, LLC

    Delaware    36-4747722

LMI-Contractors, LLC

    Delaware    80-0838150

LMI-Jacksonville, LLC

    Delaware    45-3307890

LMI-JC Developer, LLC

    Delaware    38-3875832

LMI-JC, LLC

    Delaware    90-0843143

LMI-South King Development, LLC

    Delaware    36-4739948

LMI-West Seattle, LLC

    Delaware    37-1699874

LNC at Meadowbrook, LLC

    Illinois    36-0026164

LNC at Ravenna, LLC

    Illinois    41-2088272

LNC Communities I, Inc.

    Colorado    84-1317557

LNC Communities II, LLC

    Colorado    84-1317558

LNC Communities III, Inc.

    Colorado    84-1361682

LNC Communities IV, LLC

    Colorado    84-1512061

LNC Communities V, LLC

    Colorado    84-1513989

LNC Communities VI, LLC

    Colorado    84-1556776

LNC Communities VII, LLC

    Colorado    84-1534329

LNC Communities VIII, LLC

    Colorado    84-1553326

LNC Communities IX, LLC

    Colorado    None

LNC Northeast Mortgage, Inc.

    Delaware    54-1830770

LNC Pennsylvania Realty, Inc.

    Pennsylvania    23-2991585

Long Beach Development, LLC

    Texas    26-2321011

Lori Gardens Associates, L.L.C.

    New Jersey    76-0664697

Lori Gardens Associates II, LLC

    New Jersey    20-1944492

Lori Gardens Associates III, LLC

    New Jersey    20-1944674

Lorton Station, LLC

    Virginia    76-0694499

LW D’Andrea, LLC

    Delaware    20-4489534

Madrona Ridge L.L.C.

    Illinois    20-0278584

Madrona Village L.L.C.

    Illinois    36-4343916

Madrona Village Mews L.L.C.

    Illinois    36-0026266

Majestic Woods, LLC

    New Jersey    74-3001871

Marble Mountain Partners, LLC

    Delaware    41-2076340

Mid-County Utilities, Inc.

    Maryland    76-0610395

Mission Viejo 12S Venture, LP

    California    33-0615197

Mission Viejo Holdings, Inc.

    California    33-0785862

Moffett Meadows Partners, LLC

    Delaware    56-2320229

NC Properties I, LLC

    Delaware    27-3443043

NC Properties II, LLC

    Delaware    27-3443142

Northbridge L.L.C.

    Illinois    36-4511102

Northeastern Properties LP, Inc.

    Nevada    20-2552328

OHC/Ascot Belle Meade, LLC

    Florida    20-3276553

One SR, L.P.

    Texas    75-3030507

Palm Gardens At Doral Clubhouse, LLC

    Florida    26-0801736

Palm Gardens at Doral, LLC

    Florida    20-3959088

Palm Vista Preserve, LLC

    Florida    83-0426521

PD-Len Boca Raton, LLC

    Delaware    20-8734358

PD-Len Delray, LLC

    Delaware    20-8734555

PG Properties Holding, LLC

    North Carolina    26-4059800

Pioneer Meadows Development, LLC

    Nevada    20-0939113

Pioneer Meadows Investments, LLC

    Nevada    20-0939094

POMAC, LLC

    Maryland    11-3708149

Prestonfield L.L.C.

    Illinois    36-4511103

Providence Lakes, LLP

    Florida    20-1744772

PT Metro, LLC

    Delaware    45-4508755

 

Table of Contents

Name of Co-Registrant

   

Jurisdiction of

Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Raintree Village, L.L.C.

    Illinois    20-0090390

Raintree Village II L.L.C.

    Illinois    20-2118282

Renaissance Joint Venture

    Florida    20-0035665

Reserve @ Pleasant Grove II LLC

    New Jersey    90-0527127

Reserve @ Pleasant Grove LLC

    New Jersey    90-0527123

Reserve at River Park, LLC

    New Jersey    72-1537694

Reserve at South Harrison, LLC

    New Jersey    76-0682273

Rivendell Joint Venture

    Florida    65-0843443

Rivenhome Corporation

    Florida    76-0569346

RMV, LLC

    Maryland    None

Rutenberg Homes, Inc.

    Florida   

76-0340291

Rutenberg Homes of Texas, Inc.

    Texas    76-0215995

Rye Hill Company, LLC

    New York    20-0809495

R-Ranch Development, LLC

    Florida    46-1494780

R-Ranch Orlando Lender, LLC

    Florida    46-1486929

S. Florida Construction, LLC

    Florida    71-0949799

S. Florida Construction II, LLC

    Florida    72-1567303

S. Florida Construction III, LLC

    Florida    72-1567302

San Lucia, LLC

    Florida    20-4372714

Santa Ana Transit Village, LLC

    California    45-0512621

Savannah Development, Ltd.

    Texas    76-0654193

Savell Gulley Development, LLC

    Texas    26-2592101

Scarsdale, LTD.

    Texas    27-0080619

Schulz Ranch Developers, LLC

    Delaware    20-4092311

Seminole/70th, LLC

    Florida    56-2529886

Siena at Old Orchard, LLC

    Illinois    20-1476765

South Development, LLC

    Florida    20-2581567

Southbank Holding, LLC

    Florida    45-2420546

Spanish Springs Development, LLC

    Nevada    76-0672277

St. Charles Active Adult Community, LLC

    Maryland    20-1659598

Stoney Corporation

    Florida    59-3374931

Stoney Holdings, LLC

    Florida    27-5428554

Stoneybrook Clubhouse, Inc.

    Florida    76-0555539

Stoneybrook Joint Venture

    Florida    59-3386329

Strategic Cable Technologies, L.P.

    Texas    20-1179138

Strategic Holdings, Inc.

    Nevada    91-1770357

Strategic Technologies, LLC

    Florida    65-0523605

Summerfield Venture L.L.C.

    Illinois    20-0753624

Summerwood L.L.C.

    Maryland    27-0045425

SunStreet Energy Group, LLC

    Delaware    90-0889251

TCO QVI, LLC

    Delaware    45-3568663

Temecula Valley, LLC

    Delaware    43-1971997

Terra Division, LLC

    Minnesota    None

The Baywinds Land Trust

    Florida    11-6591848

The Bridges at Rancho Santa Fe Sales Company, Inc.

    California    33-0886703

 

Table of Contents

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

The Bridges Club at Rancho Santa Fe, Inc.

    California    33-0867612

The LNC Northeast Group, Inc.

    Delaware    54-1774997

The Preserve at Coconut Creek, LLC

    Florida    20-3287825

Treviso Holding, LLC

    Florida    45-1961704

Tustin Villas Partners, LLC

    Delaware    41-2076342

Tustin Vistas Partners, LLC

    Delaware    32-0054237

U.S. Home Corporation

    Delaware    52-2227619

U.S. Home of Arizona Construction Co.

    Arizona    74-2402824

U.S. Home Realty, Inc.

    Texas    76-0136964

U.S.H. Los Prados, Inc.

    Nevada    88-0232393

U.S.H. Realty, Inc.

    Maryland    74-2765031

USH Equity Corporation

    Nevada    76-0450341

USH – Flag, LLC

    Florida    26-3984776

USH LEE, LLC

    Florida    27-5368263

USH (West Lake), Inc.

    New Jersey    22-3471278

USH Woodbridge, Inc.

    Texas    76-0561576

UST Lennar GP PIS 10, LLC

    Delaware    26-3219799

UST Lennar GP PIS 7, LLC

    Delaware    26-3219172

Valencia at Doral, LLC

    Florida    20-3959040

Vineyard Point 2009, LLC

    California    26-4562548

WCP, LLC

    South Carolina    51-0461143

West Chocolate Bayou Development, LLC

    Texas    26-2320867

West Lake Village, LLC

    New Jersey    23-2861558

West Seattle Project X, LLC

    Delaware    35-2460935

West Van Buren L.L.C.

    Illinois    36-4347398

Westchase, Inc.

    Nevada    91-1954138

Willowbrook Investors, LLC

    New Jersey    76-0687252

Woodbridge Multifamily Developer I, LLC

    Delaware    45-2921413

Wright Farm, L.L.C.

    Virginia    76-0629136

Table of Contents

PROSPECTUS

 

LOGO

Offer to Exchange

 

 

Series B 4.125% Senior Notes due 2018, including related guarantees,

for Series A 4.125% Senior Notes due 2018,

$275,000,000 aggregate principal amount outstanding

 

 

The exchange offer and withdrawal rights

will expire at 5:00 p.m., New York City time,

on [—], unless we extend the exchange offer.

 

 

We are offering to issue our Series B 4.125% Senior Notes due 2018 (“Series B Notes”) in exchange for identical principal amounts of our outstanding Series A 4.125% Senior Notes due 2018 (“Series A Notes”, and together with the Series B Notes “Notes”). The aggregate principal amount at maturity of the Series A Notes, and therefore the aggregate principal amount of Series B Notes that would be issued if all the Series A Notes were exchanged, is $275,000,000. The terms of the Series B Notes and the guarantees of those Series B Notes will be identical with the terms of the Series A Notes and the guarantees of those Series A Notes, except that because the issuance of the Series B Notes and the guarantees of those Series B Notes is being registered under the Securities Act of 1933, as amended (the “Securities Act”), there are no transfer restrictions with regard to the Series B Notes or the guarantees of those Series B Notes.

We issued the Series A Notes on February 4, 2013 in a transaction that was exempt from the registration requirements of the Securities Act. This exchange offer is being made in accordance with a Registration Rights Agreement dated as of February 4, 2013 among the initial purchasers of the Series A Notes and us.

The Series A Notes are, and the Series B Notes, when issued, will be, our senior, unsecured and unsubordinated obligations and rank equally with all of our other senior, unsecured and unsubordinated indebtedness outstanding from time-to-time. The Notes are guaranteed by some, but not all, of our wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries. The guarantees by all the subsidiaries that are guaranteeing the Notes at any time are or will be full and unconditional and joint and several. The guarantee by any subsidiary may be suspended or released under certain circumstances. See “Description of the Series B Notes—The Guarantees.” The registration statement of which this prospectus forms a part registers the Series B Notes as well as their related guarantees.

Before the exchange offer, there has been no public market for the Series B Notes. We do not currently intend to list the Series B Notes on a securities exchange or seek approval for quotation of the Series B Notes on an automated quotation system. Therefore, it is unlikely that an active trading market for the Series B Notes will develop. We will receive no proceeds from the exchange offer.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. That information will be made available without charge to our security holders upon oral request by calling our Office of the General Counsel at (305) 559-4000, or upon written request addressed to Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attn: Office of the General Counsel. To obtain timely delivery, security holders must request the information no later than five business days before [—], the expiration date of the exchange offer.

The exchange agent for the exchange offer is The Bank of New York Mellon Trust Company, N.A. This prospectus and the accompanying letter of transmittal are being distributed to holders of Series A Notes on or about [—], 2013.

Broker-dealers that receive Series B Notes for their own account in exchange for Series A Notes must acknowledge in the accompanying letter of transmittal or through an agent’s message that they will deliver a prospectus in connection with any resale of the Series B Notes. Broker-dealers that acquired Series A Notes as a result of market-making activities or other trading activities and who receive Series B Notes in exchange for those Series A Notes in the exchange offer may use this prospectus, as it may be supplemented or amended, in connection with the resale of those Series B Notes.

 

 

Investment in the Series B Notes to be issued in the exchange offer involves risks. You should carefully read the “Risk Factors” section, which begins on page 9 of this prospectus, before you exchange your Series A Notes.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is August —, 2013.

Table of Contents

TABLE OF CONTENTS

 

     Page  

About this Prospectus

      1   

Special Note Regarding Forward-Looking Statements

      1   

Prospectus Summary

      2   

Risk Factors

      9   

Ratio of Earnings to Fixed Charges

      12   

Use of Proceeds

      12   

Absence of Public Market

      12   

Other Indebtedness

      12   

Regulatory Approvals

      12   

Capitalization

      13   

Selected Financial Data

      14   

The Exchange Offer

      15   

Description of the Series B Notes

      19   

Book Entry, Delivery and Form

      32   

Sales of Series B Notes Received by Broker-Dealers

      34   

Legal Matters

      34   

Experts

      34   

Where You Can Find More Information

      34   

Incorporation By Reference

      35   

Indemnification of Directors, Officers and Control Persons

      35   

Table of Contents

ABOUT THIS PROSPECTUS

Each broker-dealer that receives Series B Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those Series B Notes. This prospectus, as it may be amended or supplemented from time-to-time, may be used by a broker-dealer in connection with sales of Series B Notes received in exchange for Series A Notes that were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the day the exchange offer expires and ending at the close of business on the first anniversary of that date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [—], all dealers effecting transactions in the Series B Notes may be required to deliver a prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement. No person has been authorized to give any information or to make any representations, other than those contained in this prospectus. If given or made, that information or those representations may not be relied upon as having been authorized by us. This prospectus does not constitute an offer to or solicitation of any person in any jurisdiction in which such an offer or solicitation would be unlawful.

You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated into this prospectus by reference is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These statements are often preceded by or include the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could,” “should” or similar expressions. Forward-looking statements included or incorporated by reference into this prospectus include, but are not limited to, the following: our belief that all of our segments are well positioned, and our expectation that we will achieve substantial profits in 2013; our expectation that the Financial Services segment will be a strong profit generator in 2013; our belief that our price increases will continue to outpace costs increases; our intent to settle the 2.75% Convertible Senior Notes in cash; our expectation regarding our variability in our quarterly results; our expectation regarding the growth in the Rialto Investments’ management fees revenue and Rialto’s cash flows; our expectations regarding the renewal or replacement of our warehouse facilities; our belief regarding draws upon our bonds or letters of credit, and our belief regarding the impact to the Company if there were such a draw; our belief that our operations and borrowing resources will provide for our current and long-term capital requirements at our anticipated levels of activity; our belief regarding the sources and availability of materials and labor to our subcontractors; our belief that we have significant defenses against virtually all of the currently unresolved repurchase demands; our belief regarding credit losses from counterparty non-performance; our belief regarding litigation matters; our estimates regarding certain tax matters and accounting valuations, and our expectations regarding the result of anticipated settlements with various taxing authorities.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include the following: a delay in the recovery of real estate markets across the nation or in areas in which we build homes; changes in general economic and financial conditions in the U.S. leading to decreased demand for our services and homes, lower profit margins, reduced access to credit by us or by potential buyers of homes we build; competition for home sales from other sellers of new and resale homes; conditions in the capital, credit and financial markets, including mortgage lending standards, the availability of mortgage financing and mortgage foreclosure rates; changes in interest and unemployment rates; changes in the rate of inflation; a decline in the value of the land and home inventories we maintain or possible future write-downs of the book value of our real estate assets; increases in operating costs, including costs related to real estate taxes, construction materials, labor and insurance, and our ability to manage our cost structure; the ability of the participants in various joint ventures to honor their commitments; our ability to successfully and timely obtain land-use entitlements and address issues that arise in connection with the use and development of our land; the ability of our Rialto segment to market funds it sponsors and to make investments on terms that are attractive to it; natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage; potential liability under environmental or construction laws, or other laws or regulations affecting our business; our ability to successfully resolve litigation matters; our ability to comply with the terms of our debt instruments; and our ability to correctly estimate the impact of certain accounting and tax matters.

Please see our Annual Report on Form 10-K for the fiscal year ended November 30, 2012, as amended, and other filings with the SEC for a further discussion of these and other risks and uncertainties which could affect our future results. We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are required by law to do so.

 

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus or in documents incorporated by reference in this prospectus. This summary is not intended to be a complete description of the matters covered in this prospectus and is subject, and qualified in its entirety by reference, to the more detailed information and financial statements incorporated by reference in this prospectus. It does not contain all the information you should consider before deciding whether to exchange your Series A Notes for Series B Notes. You should read the entire prospectus. Unless otherwise defined in this prospectus, the terms “the Company,” “we,” “our” or “us” refer to Lennar Corporation and its subsidiaries.

LENNAR CORPORATION

We are one of the nation’s largest homebuilders, a provider of financial services and, through our Rialto Investments segment, an investor, and manager of funds that invest, in real estate assets. Our homebuilding operations include the construction and sale of single-family attached and detached homes, as well as the purchase, development and sale of residential land directly and through unconsolidated entities in which we have investments. We conduct homebuilding activities in various states, with our largest homebuilding operations in Florida, Texas and California.

We also provide mortgage financing, title insurance and closing services for both buyers of our homes and others. Substantially all of the loans that we originate are sold within a short period in the secondary mortgage market on a servicing released, non-recourse basis. After the loans are sold, we retain potential liability for possible claims by purchasers that we breached certain limited industry-standard representations and warranties in the loan sale agreements. Our financial services segment operates generally in the same states as our homebuilding operations, as well as in other states.

Our Rialto Investments (“Rialto”) reportable segment focuses on real estate investments and asset management. Rialto utilizes its vertically-integrated investment and operating platform to underwrite, diligence, acquire, manage, workout and add value to diverse portfolios of real estate loans, properties and securities, as well as to provide strategic real estate capital. Rialto’s primary focus is to manage third party capital and has invested in or commenced the workout and/or oversight of billions of dollars of real estate assets across the United States, including commercial and residential real estate loans and properties, as well as mortgage backed securities with the objective of generating superior, risk-adjusted returns. To date many of its investment and management opportunities have arisen from the dislocation in the United States real estate markets and the restructuring and recapitalization of those markets.

Rialto is the sponsor of and an investor in private equity vehicles that invest in and manage real estate related assets. This has included Rialto Real Estate Fund I, LP to which investors have contributed a total of $700 million of equity (including $75 million by us). In addition, in December 2012, Rialto Real Estate Fund II, LP had its first closing of investor commitments of $260 million (including $100 million by us). As of May 31, 2013, the equity commitments for Fund II totaled $520 million, of which $175 million had been called. The Company contributed $33.6 million as its portion of the $175 million that was called. Rialto also earns fees for its role as a provider of asset management and other services to these vehicles and other third parties.

For additional information, see our Annual Report on Form 10-K for the fiscal year ended November 30, 2012, as amended, and our Quarterly Reports on Form 10-Q for the quarterly periods ended February 28, 2013, as amended, and May 31, 2013.

We are a Delaware corporation. Our principal offices are at 700 Northwest 107th Avenue, Miami, Florida 33172. Our telephone number at these offices is (305) 559-4000. Our website address is www.lennar.com. The information on our website is not part of this offering memorandum.

ISSUANCE OF THE SERIES A NOTES

On February 4, 2013, we sold $275 million aggregate principal amount of Series A 4.125% Senior Notes due 2018 (the “Series A Notes”) to initial purchasers (the “Initial Purchasers”) in a transaction that was exempt from the registration requirements of the Securities Act. The Initial Purchasers subsequently resold the Series A Notes in reliance on Rule 144A or other exemptions from the registration requirements of the Securities Act. We entered into a Registration Rights Agreement with the Initial Purchasers, pursuant to which we agreed to offer to exchange registered Series B 4.125% Senior Notes due 2018 (“Series B Notes,” and together with the Series A Notes, “Notes”) for the Series A Notes and also granted holders of Series A Notes rights under certain circumstances to have resales of Series A Notes registered under the Securities Act. We are obligated to pay additional interest on the Series A Notes because the registration statement related to the exchange offer was not filed by, and the registration statement relating to the Series B Notes and the exchange offer did not become effective by, dates specified in the Registration Rights Agreements. We are currently accruing additional interest on the Series A Notes at a rate of 0.25% per annum. As of August 1, 2013, $108,854 of additional interest had accrued. When the registration statement becomes effective, the additional interest will cease to accrue. However, because the exchange of Series B Notes for Series A Notes will not be completed by September 2, 2013, additional interest will begin to accrue again on September 3, 2013 at 0.25% per annum and will continue to accrue until that exchange is completed. The additional interest accrued for the period until September 15, 2013 will be included in the interest payment that is due on September 15, 2013.

We issued the Series A Notes under an indenture dated as of February 4, 2013, among us, the potential subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Series B Notes will also be issued under the Indenture and will be entitled to the benefits of the Indenture. The form and terms of the Series B Notes will be identical in all material respects with the form and terms of the Series A Notes, except that (1) the Series B Notes will have been registered under the Securities Act and, therefore, the global certificate (and any individual certificates) will not bear legends describing restrictions on transferring the Series B Notes represented by the certificates, and (2) holders of Series B Notes will not be, and upon the consummation of the exchange offer, holders of Series A Notes will no longer be, entitled to rights under the Registration Rights Agreement. Series A Notes that are not exchanged will continue to be subject to restrictions on transfer.

We will receive no proceeds from the exchange of the Series B Notes for the Series A Notes pursuant to the exchange offer.

 

 

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THE EXCHANGE OFFER

 

The Exchange Offer    We are offering to exchange our Series B Notes, for identical principal amounts of our outstanding Series A Notes. As of the date of this prospectus, $275 million aggregate principal amount of Series A Notes are outstanding.
Expiration of Exchange Offer    5:00 p.m., New York time on [—], unless we extend the exchange offer. In this prospectus, we refer to the date the exchange offer will expire as the “expiration date.”
Conditions of the Exchange Offer    The only condition to the exchange offer is that we not be advised that completion of the exchange offer would, or might, be unlawful. The exchange offer is not conditioned upon any minimum principal amount of Series A Notes being tendered for exchange.
Accrued Interest on the Series A Notes    Interest on Series A Notes that are exchanged (including additional interest), if it is accruing will cease to accrue on the last interest payment date before the day on which Series B Notes are issued in exchange for them. However, Series B Notes issued in exchange for Series A Notes will bear interest (including additional interest) from the last interest payment date before the day on which they are issued in exchange for the Series A Notes. Therefore, exchanging Series A Notes for Series B Notes will not affect the amount of interest (including additional interest) a holder will receive.
Interest on the Series B Notes    Interest on the Series B Notes will be paid on March 15 and September 15 of each year, beginning September 15, 2013.
Procedures for Tendering Series A Notes    A holder of Series A Notes who wishes to accept the exchange offer must deliver to the exchange agent, before the exchange offer expires:
  

(1)     A confirmation from The Depository Trust Company (“DTC”) that the Series A Notes have been delivered by book-entry transfer to an account of the exchange agent with DTC (a “Book-Entry Confirmation”);

  

(2)    Either

  

(a)     A letter of transmittal, or a facsimile of one, that has been completed and executed in accordance with the instructions contained in the section of this prospectus titled “The Exchange Offer—Procedures for Tendering Notes” and in the letter of transmittal, or

  

(b)     A message from DTC (an “Agent’s Message”), which will be part of the Book-Entry Confirmation, stating DTC has received an express acknowledgment that the applicable DTC participant has received, and agrees to be bound by the terms of, the exchange offer contained in this prospectus and the letter of transmittal, and that the Company may enforce that agreement against the participant; and

  

(3)     Any other documents required by the letter of transmittal.

 

 

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Guaranteed Delivery Procedures    Eligible holders of Series A Notes who wish to tender their Series A Notes, but who cannot complete the procedures for book-entry transfer of Series A Notes or deliver a letter of transmittal or an Agent’s Message or any other documents required by the letter of transmittal, to the exchange agent before the exchange offer expires may tender their Series A Notes using the guaranteed delivery procedures described in the letter of transmittal.
Acceptance of Series A Notes and Delivery of Series B Notes    Unless we are advised that it would, or might, be unlawful for us to do so, we will accept any and all Series A Notes that are properly tendered in response to the exchange offer and not properly withdrawn before 5:00 p.m., New York City time, on the expiration date. The Series B Notes issued pursuant to the exchange offer will be delivered promptly after acceptance of the Series A Notes.
Withdrawal Rights    Tenders of Series A Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.
Material U.S. Federal Income Tax Consequences    For U.S. federal income tax purposes, the exchange of Series A Notes for Series B Notes should not be considered a sale or exchange or otherwise be a taxable event to the holders of the Series A Notes. See “The Exchange Offer—Material Federal Income Tax Consequences.” You should consult with your tax advisor regarding your particular situation.
The Exchange Agent    The Bank of New York Mellon Trust Company, N.A. is the exchange agent. The address and telephone number of the exchange agent are set forth under the caption “The Exchange Offer—Exchange Agent” in this prospectus.
Fees and Expenses    We will bear the expense of soliciting tenders through the exchange offer. Except as described in the Letter of Transmittal, we will also pay any transfer taxes that are applicable to the exchange of Series A Notes for Series B Notes pursuant to the exchange offer.
Resales of the Series B Notes    Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that a person who receives Series B Notes issued pursuant to the exchange offer (other than (1) a broker-dealer who purchased the Series A Notes it is exchanging directly from us for resale pursuant to Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act; or (2) a person that is an affiliate of ours, as that term is defined in Rule 405 under the Securities Act), may sell the Series B Notes without registration or the need to deliver a prospectus under the Securities Act, provided that person has no arrangement to participate in a distribution of the Series B Notes. Each broker-dealer that receives Series B Notes for its own account in exchange for Series A Notes that were acquired by the broker as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Series B Notes.

 

 

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   Each person who acquires Series B Notes in exchange for Series A Notes in the exchange offer will acknowledge the following:
  

•      The Series B Notes are being acquired in the ordinary course of business of the holder and any beneficial owner thereof;

  

•      The person does not have an arrangement or understanding with any other person to participate in the distribution of the Series B Notes;

  

•      The person is not an affiliate of Lennar; and

  

•      The person is not engaged in and does not intend to engage in a distribution of the Series B Notes.

Consequences of Not Exchanging the Series A Notes    If you do not exchange your Series A Notes, the existing restrictions on the transfer of the Series A Notes will continue to apply. Because we anticipate that most holders will elect to exchange their Series A Notes for Series B Notes due to the absence of restrictions on the resale of Series B Notes under the Securities Act, we anticipate that if there is any market for the Series A Notes that remain outstanding after the consummation of the exchange offer, that market will be very limited.

 

 

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THE SERIES B NOTES

The exchange offer applies to all $275 million aggregate principal amount of Series A Notes that are outstanding. The terms of the Series B Notes are identical in all material respects with those of the Series A Notes, except for certain transfer restrictions and registration rights relating to the Series A Notes. The Series B Notes will evidence the same debt as the Series A Notes for which they are exchanged and will be entitled to the benefits of the Indenture under which both the Series A Notes were, and the Series B Notes will be, issued.

The summary below describes the principal terms of the Series B Notes. Certain of the terms and conditions described below are subject to limitations and exceptions. The “Description of the Series B Notes” section of this prospectus contains a more detailed description of the terms and conditions of the Series B Notes.

 

Securities Offered    $275,000,000 aggregate principal amount of Series B 4.125% Senior Notes due 2018.
Maturity Date    December 1, 2018.
Interest Payment Dates    March 15 and September 15 of each year, beginning on September 15, 2013, payable to holders of record at the close of business on March 1 and September 1, as the case may be, immediately preceding each interest payment date. Interest will also be payable on the Maturity Date.
Interest Rate    The Series B Notes will bear interest at the rate of 4.125% per year (calculated using a 360-day year composed of twelve 30-day months), except that with regard to the period from June 5, 2013 until the registration statement relating to the Series B Notes and the exchange offer becomes effective and, because the exchange offer will not be completed by September 2, 2013, from September 3 until the day on which Series B Notes are issued in exchange for the tendered Series A Notes, the Series B Notes will also bear additional interest at the rate of 0.25% per annum, increasing the total interest rate to 4.375% for those periods.
Sinking Fund    None.
Ranking    The Series B Notes will be our senior, unsecured and unsubordinated obligations and will rank equally with all of our other senior unsecured and unsubordinated indebtedness that is outstanding from time-to-time, senior to any of our future indebtedness that is expressly subordinated in right of payment to the Notes, and, in effect, junior to any of our secured indebtedness to the extent of the value of the assets securing that indebtedness. The Series B Notes are structurally subordinated to all existing and future obligations (including trade payables) of our subsidiaries which are not then guaranteeing the Series B Notes. See “Description of the Series B Notes—The Guarantees.” See also “Risk Factors—Because the Series B Notes are structurally subordinated to the obligations of our non-guarantor subsidiaries, your ability to be repaid may be adversely affected to the extent particular subsidiaries are not guaranteeing the Series B Notes at a time when you become entitled to repayment” and “—The fact that the Series B Notes are unsecured may increase the possibility that you will not be fully repaid if we become insolvent.”
   As of May 31, 2013, our subsidiaries had $783.3 million of indebtedness, including $667.4 million of secured indebtedness. Of this amount, $425.7 million ($334.7 million of secured indebtedness) was indebtedness of subsidiaries that will not be guaranteeing the Series B Notes when they are issued. As of May 31, 2013, the secured debt of our subsidiaries and the unsecured debt of our non-guarantor subsidiaries totaled $758.3 million.

 

 

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Guarantees    All of our existing and future wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries (other than finance company subsidiaries and foreign subsidiaries) that directly or indirectly guarantee at least $75 million of our parent company indebtedness will guarantee the Series B Notes. The guarantees by all the subsidiaries that are guaranteeing the Notes at any time are or will be full and unconditional and joint and several. To the extent these guarantees are effective when the Series B Notes are issued, or become effective after that, they may subsequently be suspended or released under limited circumstances. When the Series B Notes are issued, they will be guaranteed by all of our wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries, other than our finance company subsidiaries, any foreign subsidiaries, our subsidiaries that are involved in owning, financing or managing distressed real estate assets and our subsidiaries that individually have a net worth of $10 million or less and collectively have an aggregate net worth of not more than $50 million. These are the same subsidiaries that currently are guaranteeing our obligations under our principal credit facility. See “Description of the Series B Notes—The Guarantees.”
Redemption at our Option    We may redeem the Series B Notes in whole or in part from time to time. If we redeem Series B Notes more than 60 days prior to their scheduled maturity date, the redemption price will be equal to the greater of (i) 100% of their principal amount; or (ii) the present value of the remaining scheduled payments on the Series B Notes being redeemed, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points (0.50%). If we redeem Series B Notes on or after the date that is 60 days prior to the scheduled maturity date of the Series B Notes, the redemption price will be equal to 100% of the principal amount of the Series B Notes. In any redemption, we will also pay accrued and unpaid interest on the Series B Notes being redeemed to the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Certain Indenture Provisions    The Indenture governing the Series B Notes contains covenants limiting our and some of our subsidiaries’ ability to create liens securing indebtedness or enter into sale and leaseback transactions. These covenants are subject to important exceptions and qualifications. See “Description of the Series B Notes—Certain Covenants.”
Offer to Repurchase Upon a Change of Control Triggering Event    If there is a Change of Control Triggering Event, we will be required to make an offer to repurchase all the outstanding Notes at a price in cash equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest to, but not including, the repurchase date. See “Description of the Series B Notes—Change of Control Offer.”
Governing Law    State of New York.
DTC Eligibility    The Series B Notes will be issued in fully registered book-entry form and will be represented by permanent global notes. The global notes will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”). Beneficial interests in global notes will be shown on, and transfers of Series B Notes will be effected only through, records maintained by DTC and its direct and indirect participants, and an interest in any global note may not be exchanged for certificated notes, except in limited circumstances. See “Book-Entry, Delivery and Settlement.”

 

 

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Form and Denomination    The Series B Notes will be issued in minimum denominations of $1,000 and in any integral multiples of $1,000.
Trading    The Series B Notes will not be listed on any securities exchange or included in any automated quotation system. The Series B Notes will be new securities for which there is currently no public market.
Risk Factors    Investing in the Series B Notes involves significant risk. Before you exchange your Series A Notes, you should carefully read the “Risk Factors” section beginning on page 9 of this prospectus for a description of some of the risks you should particularly consider before exchanging Series A Notes for Series B Notes.
Use of Proceeds    We will receive no proceeds from the exchange of Series A Notes for the Series B Notes pursuant to the exchange offer.

 

 

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RISK FACTORS

In this section, we describe risks relating to the ownership of Notes (including Series B Notes) or the exchange of Series A Notes for Series B Notes. Investors considering exchanging or acquiring Notes should read the description of risks relating to our business included in Item 1A of our Annual Report on Form 10-K for our fiscal year ended November 30, 2012, as amended, and in our subsequent filings with the SEC. If any of those risks develop into actual events, the exchange offer or our business, financial condition, results of operations, cash flows, strategies or properties could be materially adversely affected.

Risks Relating to the Notes

The Notes are subject to the normal risks applicable to debt securities, including the possibility that the obligor will not be able to make required payments when they are due. In addition, the Notes are subject to the following risks:

Because the Notes are structurally subordinated to the obligations of our non-guarantor subsidiaries, your ability to be repaid may be adversely affected to the extent particular subsidiaries are not guaranteeing the Notes at a time when you become entitled to repayment.

Substantially all of our operating assets are held by our subsidiaries. Unless a subsidiary is guaranteeing the Notes as described under “Description of the Series B Notes—The Guarantees,” holders of any indebtedness or preferred stock of that subsidiary and other creditors of that subsidiary, including trade creditors, will have claims on the assets of that subsidiary that are prior to the claims of the holders of the Notes. When the Series B Notes are issued, some, but not all, of our subsidiaries will be guaranteeing the Notes, as described under “Description of the Series B Notes—The Guarantees.” Accordingly, when the Series B Notes are issued, they will be structurally subordinated to the debts, preferred stock and other obligations of some of our subsidiaries. The indenture governing the Notes does not prohibit any of our subsidiaries from incurring additional liabilities.

As of May 31, 2013, our subsidiaries had $783.3 million of indebtedness, including $667.4 million of secured indebtedness. Of this amount, $425.7 million ($334.7 million of secured indebtedness) was indebtedness of subsidiaries that will not be guaranteeing the Series B Notes when they are issued.

The fact that the Notes are unsecured may increase the possibility that you will not be fully repaid if we become insolvent.

The Series A Notes are not, and the Series B Notes will not be, secured by any of our assets or our subsidiaries’ assets. Therefore, the Series B Notes will, in effect, be junior to our secured indebtedness to the extent of the value of the assets securing that indebtedness.

In the event of our bankruptcy, liquidation, reorganization or other winding up, the holders of any secured debt would receive payments from the assets securing that debt before you receive any payments from sales of those assets. There may not be sufficient assets remaining after payment of secured debt to pay all or any of the amounts due on the Notes that are then outstanding. The indenture governing the Notes does not prohibit us from incurring additional senior debt or secured debt, nor does it prohibit any of our subsidiaries from incurring additional liabilities. Under limited circumstances, if we or a Restricted Subsidiary (i.e., an actual or potential guarantor subsidiary) grants a lien securing indebtedness, we or the subsidiary must equally and ratably secure the Series B Notes and, under the indentures relating to our other currently outstanding senior notes, we or the subsidiary must also equally and ratably secure those other senior notes. However, we and our subsidiaries are permitted to incur many types of secured debt without our being required to secure the Notes or our other senior notes. The Series B Notes will be effectively subordinated to that secured debt to the extent of the value of the assets securing it. See “Description of the Series B Notes—Certain Covenants.”

As of May 31, 2013, we had no secured debt, but our subsidiaries had $667.4 million of secured debt. Accordingly, as of May 31, 2013, the secured debt of our subsidiaries and the unsecured debt of our non-guarantor subsidiaries totaled $758.3 million.

Fraudulent conveyance considerations.

Any time the subsidiary guarantees of the Notes are effective (see “Description of the Series B Notes—The Guarantees”), those guarantees, under fraudulent conveyance laws, might be subordinated to existing or future indebtedness incurred by the guarantor subsidiaries, or might not be enforceable, if a court or a creditor’s representative, such as a bankruptcy trustee, concluded that those subsidiaries received less than fair consideration for the guarantees and:

 

  •  

were rendered insolvent as a result of issuing the guarantees;

 

  •  

at the time they issued the guarantees, were engaged in a business or transaction for which the subsidiaries’ remaining assets constituted unreasonably small capital;

 

  •  

at the time they issued the guarantees, intended to incur, or believed that we or they would incur, debts beyond our or their ability to pay as those debts matured; or

 

  •  

at the time they issued the guarantees, intended to hinder, delay or defraud our or their creditors.

 

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The measure of insolvency varies depending upon the law of the relevant jurisdiction. Generally, however, a company is considered insolvent if its debts are greater than the fair value of its property, or if the fair saleable value of its assets is less than the amount that would be needed to pay its probable liabilities as its existing debts matured and became absolute.

Any guarantees provided by our subsidiaries are subject to possible defenses that may limit your right to receive payment from the guarantors with regard to the Notes.

Although guarantees by our wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries, when they are in effect (see “Description of the Series B Notes—The Guarantees”), provide the holders of the Notes with a direct claim against the assets of the guarantors, enforcement of the guarantees against any guarantor would be subject to certain “suretyship” defenses available to guarantors generally. Enforcement could also be subject to other defenses available to the guarantors in certain circumstances. To the extent that the guarantees are not enforceable, you would not be able to assert a claim successfully against the guarantors.

All of our Existing Notes contain the same requirement to provide guarantees as the Notes, and some Existing Notes will mature prior to the Notes.

At May 31, 2013, we had approximately $4.0 billion outstanding of our 5.50% senior notes due 2014, 5.60% senior notes due 2015, 6.50% senior notes due 2016, 4.75% senior notes due 2017, 12.25% senior notes due 2017, 6.95% senior notes due 2018, 2.00% convertible senior notes due 2020, 2.75% convertible senior notes due 2020, 3.25% convertible senior notes due 2021, 4.750% senior notes due 2022, (collectively, the “Existing Notes”) and 4.125% senior notes due 2018. The Existing Notes will rank pari passu with the Series B Notes and contain requirements to provide guarantees on essentially the same terms and conditions as the Series B Notes. Some of the Existing Notes have maturity dates prior to or concurrent with the maturity of the Series B Notes. Accordingly, we will be, or may be, required to repay or refinance those Existing Notes before the Notes mature. See “Other Indebtedness.”

The guarantees of the Notes may be suspended or released.

The principal reason our Restricted Subsidiaries are guaranteeing the Notes is so holders of the Notes will have rights at least as great with regard to our subsidiaries as any other holders of a material amount of unsecured senior debt of Lennar as a separate entity. Therefore, the guarantee of the Notes by a Restricted Subsidiary will be in effect only while that Restricted Subsidiary directly or indirectly guarantees a material amount of the debt of Lennar, as a separate entity, to others. At present, most of our homebuilding subsidiaries and some of our other subsidiaries are guaranteeing our obligations under our principal credit facility (see “Other Indebtedness”) and therefore are guaranteeing the Notes and the Existing Notes.

Our subsidiaries may not be guaranteeing Lennar debt at all times when Notes are outstanding. The guarantee of the Notes by a Restricted Subsidiary will be suspended if, at any time, and for so long as, that Restricted Subsidiary does not directly or indirectly guarantee at least $75 million principal amount of Lennar’s debt (other than the Existing Notes, the Notes and any other indebtedness that contains similar guarantee suspension provisions). Therefore, if a Restricted Subsidiary ceases to guarantee directly or indirectly at least $75 million of Lennar’s debt obligations, that Restricted Subsidiary’s guarantee of the Notes will be suspended until such time, if any, as it is again directly or indirectly guaranteeing at least $75 million of Lennar’s debt obligations. If our Restricted Subsidiaries guarantee Lennar revolving credit lines totaling at least $75 million, we will treat the guarantees of the Notes as remaining in effect even during periods when our borrowings under the revolving credit lines are less than $75 million.

Under the circumstances described under “Description of Series B Notes—The Guarantees,” a guarantor may be released entirely from its obligations to guarantee the Notes and the Existing Notes.

We may incur substantially more debt or take other actions which would intensify the risks discussed above.

We and our subsidiaries have the right to incur additional debt in the future, subject to any restrictions contained in any of our debt instruments other than the Notes, some or all of which could be secured debt. We are not restricted under the terms of the indenture governing the Notes from incurring additional unsecured debt, recapitalizing our debt or taking a number of other actions that could have the effect of diminishing our ability to make payments on the Notes when they are due.

Some significant restructuring transactions may not constitute a Change of Control Triggering Event, in which case we would not be obligated to offer to repurchase the Notes.

If a fundamental change occurs, you will have the right to require us to repurchase your Notes. However, the fundamental change provisions will not afford protection to holders of Notes in the event of some transactions that could adversely affect the Series B Notes. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental change requiring us to offer to repurchase the Notes. In the event of any such transaction, the holders would not have the right to require us to repurchase their Notes, even though each of those transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of Notes.

 

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There currently is no public market for the Series B Notes, so you may be unable to sell the Series B Notes.

The Series B Notes are new securities for which there is currently no public trading market. Consequently, the Series B Notes may be relatively illiquid, and you may be unable to sell your Series B Notes. We do not intend to list the Series B Notes on any securities exchange or to include the Series B Notes in any automated quotation system. We have been informed by the initial purchasers that (1) they have been making a market in the Series A Notes and (2) they intend to make a market in the Series B Notes, and cease making a market in the Series A Notes, after the exchange offer is completed. However, the initial purchasers may cease their market making at any time without notice. Further, those market making activities will be subject to limits imposed by the U.S. federal securities laws. In addition, the liquidity of the trading market in the Series B Notes, and the market price quoted for the Series B Notes, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active trading market will develop for the Series B Notes. If any of the Series B Notes are traded after their initial issuance, they may trade at a discount from their initial offering price and you may be unable to resell your Series B Notes or may be able to sell them only at a substantial discount. Future trading prices of the Series B Notes will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects.

Any adverse rating of the Notes may cause their trading price to fall.

The Series A Notes are not rated and it is not expected that the Series B Notes will be rated. However, if a rating service were to rate the Notes and subsequently, if that rating service were to lower its rating on the Notes below the rating it initially assigns to the Notes or were to announce its intention to put the Notes on credit watch, the trading price of the Series B Notes could decline.

The Notes are not protected by restrictive covenants.

The indenture governing the Notes does not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The indenture contains no covenants or other provisions to afford protection to holders of the Notes in the event of a fundamental change or other corporate transaction involving us except to the extent described under “Description of the Series B Notes—Consolidation, Merger or Sale of Assets” or “Description of the Series B Notes—Change of Control Offer.”

We may not be able to raise the funds necessary to finance the change of control offer required by the indenture governing the Notes, which would violate the terms of the Notes.

Upon a Change of Control Triggering Event, we will be required to make an offer to repurchase all the outstanding Notes at a price in cash equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest to, but not including, the repurchase date. To the extent that we are required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Notes and any other senior notes with similar provisions, and we may not have sufficient funds to repurchase the Notes, the Existing Notes and such other senior notes for cash at that time. In addition, our ability to repurchase the Notes or other of our senior notes for cash may be limited by law or the terms of agreements relating to other of our indebtedness that is outstanding at the time. The failure to make a required repurchase of the Notes would result in a default under the indenture governing the Notes. A default under the indenture, or the Change of Control itself, could also lead to a default under the other debt securities we have issued or could cause borrowings we have incurred to become due. If the repayment of a substantial amount of indebtedness were to be accelerated after any applicable notice or grace period, we might not have sufficient funds to repay the indebtedness and repurchase the Notes, the Existing Notes or other senior notes containing similar provisions. See “Description of Series B Notes—Change of Control Offer.”

There could be negative consequences to you if you do not exchange your Series A Notes for Series B Notes.

Holders who fail to exchange their Series A Notes for Series B Notes will continue to be subject to restrictions on transfer of the Series A Notes. Any Series A Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of Series A Notes outstanding. Because we anticipate that most holders will elect to exchange the Series A Notes for Series B Notes due to the absence of restrictions on the resale of Series B Notes under the Securities Act, we anticipate that the market for Series A Notes that remain outstanding after the consummation of the exchange offer, if any, will be substantially limited. As a result of making the exchange offer, we will have fulfilled our obligations under the Registration Rights Agreement relating to the Series A Notes. Following the consummation of the exchange offer, holders who did not tender their Series A Notes generally will not have any further registration rights under the Registration Rights Agreement, and the Series A Notes that are not exchanged will continue to be subject to restrictions on transfer.

 

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RATIO OF EARNINGS TO FIXED CHARGES

 

     Six Months Ended    Years Ended November 30,  
     May 31,
2013		    May 31,
2012		    2012      2011      2010      2009      2008  

Ratio of earnings to fixed charges(1)(2)

    2.2x    1.2x      1.7x         1.6x         1.3x         —x         —x   

 

 

(1) For the purpose of calculating the ratio of earnings to fixed charges, “earnings” consist of income before income taxes plus “fixed charges” and certain other adjustments. “Fixed charges” consist of interest incurred on all indebtedness (including amortization of original issue discount and including additional interest on two issues of senior notes) and the implied interest component of our rent obligations.
(2) For the years ended November 30, 2009 and November 30, 2008, we had earnings to fixed charges deficiencies of $651.7 million and $503.3 million, respectively.

There was no preferred stock outstanding for any of the periods shown above. Accordingly, the ratios of earnings to combined fixed charges and preferred stock dividends were identical to the ratios of earnings to fixed charges.

USE OF PROCEEDS

We will not receive any proceeds from the exchange of the Series B Notes for the Series  A Notes pursuant to the exchange offer.

ABSENCE OF PUBLIC MARKET

The Series B Notes will be new securities for which there is no established trading market. We currently do not intend to list the Series B Notes on any securities exchange or to arrange for the Series B Notes to be quoted on any quotation system. Accordingly, it is not likely that an active trading market for the Series B Notes will develop or that any market that does develop will provide significant liquidity to holders of Series B Notes.

OTHER INDEBTEDNESS

Our indebtedness at May 31, 2013 is listed in the table in the section of this prospectus captioned “Capitalization.” None of that indebtedness, other than as described in this prospectus and the documents incorporated by reference in it, has any covenants that restrict our, or our subsidiaries’, ability to make payments on outstanding indebtedness or to pay dividends, or requires us to maintain financial attributes. All of our Existing Notes have covenants, similar to those in the indenture governing the Notes, that limit our, or our subsidiaries’, ability to create liens securing indebtedness or enter into sale and leaseback transactions. We believe we were in compliance with our debt covenants as of May 31, 2013. However, we did not file a registration statement by the required date of June 4, 2013, relating to an offer to exchange registered Series B Notes for identical principal amounts of Series A Notes, which were originally issued in transactions that were exempt from the registration requirements of the Securities Act. Because of that, we are required to pay additional interest on the Notes at the rate of 0.25% per annum, until the registration statement of which this prospectus is a part becomes effective, and additional interest will resume at the rate of 0.25% per annum on September 3, 2013 and continue to accrue until we complete the exchange offer.

In May 2012, we entered into a credit agreement (referred to in this prospectus as the “Credit Agreement”) with lenders for which J.P. Morgan Securities LLC is the sole bookrunner and arranger. As of May 31, 2013, the maximum aggregate commitment under the Credit Facility was $525 million, of which $500 million was committed and $25 million was available, subject to additional commitments. In June 2013, the Company increased the maximum aggregate commitment amount under the Credit Facility to $950 million, of which $917 million was committed and $33 million was available, subject to additional commitments. The Credit Agreement also provides that up to $500 million in commitments may be used for letters of credit. The obligor under the Credit Agreement is Lennar Corporation. Lennar’s obligations under the Credit Agreement are guaranteed by the same subsidiaries that will be guaranteeing the Series B Notes. See “Description of the Series B Notes—The Guarantees.”

At May 31, 2013, Lennar had $335.5 million of letters of credit outstanding. They were issued under letter of credit facilities which, as of May 31, 2013, collectively provided commitments for an aggregate of up to $400 million of letters of credit, as well as under individual letter of credit arrangements.

REGULATORY APPROVALS

Except for the Securities Act and the Exchange Act and the rules and regulations under them, no federal or state regulatory requirements must be complied with and no federal or state regulatory approvals must be obtained in connection with the exchange offer.

 

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CAPITALIZATION

(In thousands, except per share amounts)

The table below shows our capitalization as it existed at May 31, 2013.

 

     Actual   

Debt:

   

5.50% senior notes due 2014

    $ 249,464   

5.60% senior notes due 2015

      500,651   

6.50% senior notes due 2016

      249,868   

12.25% senior notes due 2017

      394,871   

4.75% senior notes due 2017

      400,000   

6.95% senior notes due 2018

      248,017   

4.125% senior notes due 2018

      274,995   

2.00% convertible senior notes due 2020

      276,500   

2.75% convertible senior notes due 2020

      408,875   

3.25% convertible senior notes due 2021

      400,000   

4.750% senior notes due 2022

      570,790   

Other debt(1)

      564,313   
  

 

 

  

Total Lennar Homebuilding debt

      4,538,344   

Rialto Investments debt, net(1)

      221,980   

Lennar Financial Services debt

      334,741   
  

 

 

  

Total debt

    $ 5,095,065   
  

 

 

  

Stockholders’ equity:

   

Class A common stock of $0.10 par value per share, 173,415 shares issued(2)

    $ 17,342   

Class B common stock of $0.10 par value per share, 32,983 shares issued

      3,298   

Additional paid-in capital

      2,396,074   

Retained earnings

      1,784,669   

Treasury stock, at cost, 11,705 Class A common stock and 1,680 Class B common stock

      (615,781 ) 
  

 

 

  

Total stockholders’ equity

      3,585,602   
  

 

 

  

Noncontrolling interests

      459,237   
  

 

 

  

Total equity

      4,044,839   
  

 

 

  

Total capitalization

    $ 9,139,904   
  

 

 

  

 

(1) Other debt includes $172.8 million, and Rialto Investments debt includes $131.0 million (net of $37.9 million of cash held in a defeasance account), of indebtedness of consolidated variable interest entities that are included in the Company’s consolidated liabilities, but for which the Company is not legally obligated.
(2) Does not include 366 shares of Class A common stock issuable upon exercise of stock options that were outstanding at May 31, 2013.

 

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SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial and operating information about us at or for the six months ended May 31, 2013 and May 31, 2012, and at or for the fiscal years ended November 30, 2008 through 2012. The information presented below is based upon our historical financial statements.

 

     Six Months Ended      At or for the Years Ended November 30,  
(Dollars in thousands, except per share amounts)    May 31,
2013		      May 31,
2012		      2012      2011      2010      2009     2008  

Results of Operations:

                   

Revenues:

                    

Lennar Homebuilding

    $ 2,149,788         1,432,521         3,581,232         2,675,124         2,705,639         2,834,285        4,263,038   

Lennar Financial Services

    $ 214,976         156,810         384,618         255,518         275,786         285,102        312,379   

Rialto Investments

    $ 51,306         65,680         138,856         164,743         92,597         —          —     

Total revenues

    $ 2,416,070         1,655,011         4,104,706         3,095,385         3,074,022         3,119,387        4,575,417   

Operating earnings (loss):

                    

Lennar Homebuilding (1)

    $ 225,578         75,809         253,101         109,044         100,060         (676,293 )      (404,883 ) 

Lennar Financial Services (2)

    $ 45,274         26,230         84,782         20,729         31,284         35,982        (30,990 ) 

Rialto Investments

    $ 9,881         12,527         11,569         63,457         57,307         (2,528 )      —     

Corporate general and administrative expenses

    $ 65,123         56,010         127,338         95,256         93,926         117,565        129,752   

Earnings (loss) before income taxes

    $ 215,610         58,556         222,114         97,974         94,725         (760,404 )      (565,625 ) 

Net earnings (loss) attributable to Lennar (3)

    $ 194,928         467,671         679,124         92,199         95,261         (417,147 )      (1,109,085 ) 

Diluted earnings (loss) per share

    $ 0.88         2.16         3.11         0.48         0.51         (2.45 )      (7.01 ) 

Cash dividends declared per each -

Class A and Class B common stock

    $ 0.08         0.08         0.16         0.16         0.16         0.16        0.52   

Financial Position:

                   

Total assets

    $ 10,494,157         9,351,209         10,362,206         9,154,671         8,787,851         7,314,791        7,424,898   

Debt:

                    

Lennar Homebuilding

    $ 4,538,344         3,469,616         4,005,051         3,362,759         3,128,154         2,761,352        2,544,935   

Rialto Investments

    $ 259,883         594,915         574,480         765,541         752,302         —          —     

Lennar Financial Services

    $ 334,741         263,472         457,994         410,134         271,678         217,557        225,783   

Stockholders’ equity

    $ 3,585,602         3,177,378         3,414,764         2,696,468         2,608,949         2,443,479        2,623,007   

Total equity

    $ 4,044,839         3,779,908         4,001,208         3,303,525         3,194,383         2,558,014        2,788,753   

Shares outstanding (000s)

    $ 193,013         189,276         191,548         188,403         186,636         184,896        160,558   

Stockholders’ equity per share

    $ 18.58         16.79         17.83         14.31         13.98         13.22        16.34   

Lennar Homebuilding Data (including unconsolidated entities):

                   

Number of homes delivered

      7,650         5,704         13,802         10,845         10,955         11,478        15,735   

New Orders

      9,760         7,503         15,684         11,412         10,928         11,510        13,391   

Backlog of home sales contracts

      6,163         3,970         4,053         2,171         1,604         1,631        1,599   

Backlog dollar value

    $ 1,863,171         1,061,448         1,160,385         560,659         407,292         479,571        456,270   

 

(1) Lennar Homebuilding operating earnings (loss) include $5.1 million and $12.0 million, respectively, of valuation adjustments for the six months ended May 31, 2013 and May 31, 2012. Lennar Homebuilding operating earnings (loss) include $15.6 million, $38.0 million, $51.3 million, $359.9 million and $340.5 million, respectively, of inventory valuation adjustments for the years ended November 30, 2012, 2011, 2010, 2009 and 2008. In addition, it includes $12.1 million, $8.9 million, $10.5 million, $101.9 million and $32.2 million, respectively, of valuation adjustments related to assets of unconsolidated entities in which we have investments for the years ended November 30, 2012, 2011, 2010, 2009 and 2008, and $10.5 million, $1.7 million, $89.0 million and $172.8 million, respectively, of valuation adjustments to our investments in unconsolidated entities for the years ended November 30, 2011, 2010, 2009 and 2008.
(2) Lennar Financial Services operating loss for the year ended November 30, 2008 includes a $27.2 million impairment of the Lennar Financial Services segment’s goodwill.
(3) Net earnings (loss) attributable to Lennar for the six months ended May 31, 2013 and May 31, 2012 include ($15.9) million and $403.8 million, respectively, of benefit (provision) for income taxes. The ($15.9) million provision for income taxes was net of a $66.4 million reversal of our state deferred tax asset valuation allowance, and the $403.8 million benefit for income taxes was primarily related to the partial reversal of our deferred tax asset valuation allowance. Net earnings (loss) attributable to Lennar for the year ended November 30, 2012 include $435.2 million of benefit for income taxes, which includes a partial reversal of our deferred tax asset valuation allowance of $491.5 million, partially offset by a tax provision for fiscal year 2012 pretax earnings. Net earnings (loss) attributable to Lennar for the years ended November 30, 2011 and 2010 include $14.6 million and $25.7 million, respectively, of benefit for income taxes, primarily due to settlements with various taxing authorities. Net earnings (loss) attributable to Lennar for the year ended November 30, 2009 primarily include a partial reversal of our deferred tax asset valuation allowance of $351.8 million, primarily due to a change in tax legislation, which allowed us to carryback our fiscal year 2009 tax loss to recover previously paid income taxes. Net earnings (loss) attributable to Lennar for the year ended November 30, 2008 include a $730.8 million valuation allowance recorded against our deferred tax assets.

 

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

The Registration Rights Agreement between us and the initial purchasers of the Series A Notes requires that on or before June 4, 2013, we must, at our expense and for the benefit of the holders of Series A Notes, file a registration statement with respect to a registered offer to exchange Series B Notes for identical principal amounts of the Series A Notes, and that we must use our reasonable best efforts to (1) cause that registration statement to be declared effective under the Securities Act on or before July 4, 2013 and (2) complete the exchange offer on or before August 3, 2013. We did not file that registration statement on or before June 4, 2013 and that registration statement did not become effective by July 4, 2013. Therefore, the Series A Notes are currently accruing additional interest at the rate of 0.25% per annum, causing the total interest on the Notes to accrue at the rate of 4.375% per annum. At August 1, 2013, $108,854 of additional interest had accrued. Additional interest will continue to accrue until the registration statement of which this prospectus is a part becomes effective. Also, because the exchange offer must remain open for at least 30 days, and therefore we will not be able to complete the exchange by September 2, 2013, we will be required to pay additional interest from September 3, 2013 until we complete the exchange. The additional interest accrued for the period until September 15, 2013 will be included in the interest payment that is due on September 15, 2013. Additional interest for any subsequent period will be included in the interest payment that is due on March 15, 2014.

Terms of the Exchange Offer

On the terms set forth in this prospectus and in the accompanying letter of transmittal, we are offering to issue Series B Notes in exchange for all Series A Notes that are validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. The principal amount of the Series B Notes issued in the exchange will be the same as the principal amount of the Series A Notes for which the Series B Notes are exchanged. Holders may tender some or all of their Series A Notes in response to the exchange offer. However, Series A Notes may be tendered only in multiples of $1,000 principal amount.

The form and terms of the Series B Notes will be the same in all material respects as the form and terms of the Series A Notes (except that the Series B Notes will not contain terms with respect to transfer restrictions). The Series B Notes will be guaranteed by the same guarantors as the Series A Notes, if any. See “Description of the Series B Notes—The Guarantees.”

We will be deemed to accept all the Series A Notes that are validly tendered and not withdrawn when we give oral or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving Series B Notes from us. If any tendered Series A Notes are not accepted for exchange because of an invalid tender or otherwise, those Series A Notes will be returned, without expense, to the tendering holder promptly after the expiration date.

Holders who tender Series A Notes in response to the exchange offer will not be required to pay brokerage commissions or fees or, except as described in the instructions in the letter of transmittal, transfer taxes. We will pay all charges and expenses, other than certain taxes described below, in connection with the exchange offer.

A holder who validly withdraws previously tendered Series A Notes will not receive Series B Notes unless the Series A Notes are re-tendered before 5:00 p.m., New York City time, on the expiration date. Holders will have the right to withdraw previously tendered Series A Notes until 5:00 p.m. New York City time on the expiration date, unless the Series A Notes have already been accepted for exchange.

Interest (including additional interest) on each Series B Note will accrue from the later of (1) the last interest payment date on which interest was paid on the Series A Note that was surrendered, or (2) if the Series A Note is surrendered for exchange on a date between the record date for an interest payment and that interest payment date, the interest payment date.

 

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Expiration Date; Extension; Termination

The exchange offer will expire at 5:00 p.m., New York City time, on [—], which will be the expiration date, unless we extend the exchange offer by notice to the exchange agent. We reserve the right to extend the exchange offer at our discretion, subject to our obligation under SEC Rule 14e-1(b) to keep the exchange offer open for at least ten business days from the date we first disseminate notice to holders of the Series A Notes of certain specified changes to the exchange offer, including any increase or decrease in the percentage of securities sought, the consideration being offered or the dealer’s soliciting fee. Further, in the event of a material change to or waiver of a material condition of the exchange offer, we would be obligated to keep the exchange offer open for a period of at least five business days following notice of such change or waiver. If we extend the exchange offer, the term “expiration date” will mean the date on which the exchange offer as extended will expire. We will notify the exchange agent of any extension by oral or written notice and we will make a public announcement of any extension not later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Immediately after the expiration date, we will accept all Series A Notes that have been properly tendered and not withdrawn.

Procedures for Tendering Notes

Any holder of Series A Notes may tender Series A Notes in response to the exchange offer. To tender Series A Notes, the holder must deliver to the exchange agent, before 5:00 p.m., New York City time, on the expiration date:

 

  •  

A Book-Entry Confirmation from DTC that the Series A Notes have been delivered by book-entry transfer to the account of the exchange agent with DTC; and

 

  •  

Either

 

  •  

a letter of transmittal, or a facsimile of one, that has been completed and executed in accordance with the instructions contained in the section of this prospectus titled “— Procedures for Tendering Notes” and in the letter of transmittal, or

 

  •  

an Agent’s Message, which will be part of the Book-Entry Confirmation, stating the DTC has received an express acknowledgment that the applicable DTC participant has received and agrees to be bound by the exchange offer terms contained in this prospectus and the letter of transmittal, and that Lennar may enforce that agreement against the participant; and

 

  •  

Any other documents required by the letter of transmittal.

Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility System may make book-entry delivery of Series A Notes by causing DTC to transfer the Series A Notes into the exchange agent’s account at DTC in accordance with DTC’s transfer procedure. Because the only outstanding Series A Notes are Global Notes held by DTC, all tenders of Series A Notes must be made in that manner. Even though delivery of Series A Notes is effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile of the letter of transmittal, with any required signature guarantees and any other required documents, must be transmitted to and received or confirmed by the exchange agent at its address or facsimile number as set forth under the caption “— Exchange Agent” below before 5:00 p.m., New York City time, on the expiration date. DTC participants may, in lieu of physically completing and delivering a letter of transmittal, electronically transmit their acceptance through ATOP. DTC will then verify the acceptance and send an Agent’s Message to the exchange agent regarding the acceptance. Delivery of a document to DTC does not constitute delivery to the exchange agent.

A tender of Series A Notes by a holder will constitute an agreement by the holder to transfer the Series A Notes to us in exchange for Series B Notes on the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, subject to the withdrawal rights described under “—Withdrawal of Tenders.”

The method of delivering the letter of transmittal (if one is being delivered) and any other required documents to the exchange agent is at the election and risk of the holder. It is recommended that holders use overnight or hand delivery services. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before 5:00 p.m., New York City time, on the expiration date. No letter of transmittal or Series A Notes should be sent to us. Holders may ask their brokers, dealers, commercial banks, trust companies or nominees to assist them in effecting tenders.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible institution unless the Series A Notes are being tendered for the account of an eligible institution. An eligible institution is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program.

If a letter of transmittal or any bond powers or other assignment documents are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, they should so indicate when signing, and we may require that evidence satisfactory to us of their authority to sign be submitted with the letter of transmittal.

 

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All questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Series A Notes will be determined by us in our sole discretion, and that determination will be final and binding. We reserve the right to reject any Series A Notes which are not properly tendered or the acceptance of which we believe might be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Series A Notes, without being required to waive the same defects, irregularities or conditions as to other Series A Notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Series A Notes must be cured by the expiration date, or by such later time as we may determine. Although we intend to ask the exchange agent to notify holders of defects or irregularities with respect to tenders of Series A Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of Series A Notes will not be deemed to have been made until all defects and irregularities have been cured or waived. Any Series A Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

We have the right (subject to limitations contained in the Indenture) (1) to purchase or make offers for any Series A Notes that remain outstanding after the expiration date and (2) to the extent permitted by applicable law, to purchase Series A Notes in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

Based on interpretations by the staff of the SEC set forth in no-action letters issued to persons unrelated to us, we believe that a person who receives Series B Notes issued pursuant to the exchange offer (other than (1) a broker-dealer who purchased the Series A Notes directly from us for resale pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act or (2) a person that is an affiliate of ours, as that term is defined in Rule 405 under the Securities Act), may resell the Series B Notes without registration or the need to deliver a prospectus under the Securities Act, provided that the person acquires the Series B Notes in the ordinary course of the person’s business and the person has no arrangement to participate in a distribution of the Series B Notes. If a person were to acquire Series B Notes through the exchange offer for the purpose of participating in a distribution of them, that person would probably be required to comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with a sale of Series B Notes.

Each person who acquires Series B Notes in exchange for Series A Notes in the exchange offer will acknowledge that (1) the Series B Notes are being acquired in the ordinary course of business of the holder and any beneficial owner thereof; (2) the person does not have an arrangement or understanding with any other person to participate in the distribution of the Series B Notes; (3) the person is not an affiliate of Lennar; and (4) the person is not engaged in and does not intend to engage in a distribution of the Series B Notes.

If the holder is a broker-dealer that will receive Series B Notes for its own account in exchange for Series A Notes that were acquired as result of market-making activities or other trading activities, the holder will, by tendering, acknowledge that it will deliver a prospectus in connection with any resale of those Series B Notes.

Guaranteed Delivery Procedures

Holders who wish to tender their Series A Notes and (1) whose Series A Notes are not immediately available, or (2) who cannot deliver their Series A Notes or any other required documents to the exchange agent or cannot complete the procedure for book-entry transfer prior to the expiration date, may effect a tender if:

(a) The tender is made through an eligible institution;

(b) Before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand) setting forth the name and address of the eligible holder, and the principal amount of Series A Notes tendered, together with a duly executed letter of transmittal (or a facsimile of one), stating that the tender is being made by that notice of guaranteed delivery and guaranteeing that, within three business days after the expiration date, confirmation of a book-entry transfer into the exchange agent’s account at DTC and any other documents required by the letter of transmittal will be delivered to the exchange agent; and

(c) Confirmation of a book-entry transfer into the exchange agent’s account at DTC and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

Upon request to the exchange agent, a form of notice of guaranteed delivery will be sent to any holder who may wish to use the guaranteed delivery procedures described above.

 

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Withdrawal of Tenders

Except as otherwise described below, holders will have the right to withdraw previously tendered Series A Notes until 5:00 p.m. New York City time on the expiration date.

To withdraw a tender of Series A Notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must (i) specify the name of the person who tendered the Series A Notes to be withdrawn, (ii) identify the Series A Notes to be withdrawn (including the principal amounts of the Series A Notes), (iii) be signed by the tendering noteholder in the same manner as the signature on the letter of transmittal by which the Series A Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to effect a transfer of the Series A Notes into the name of the person who withdraws the tender, and (iv) specify the name in which the withdrawn Series A Notes are to be registered, if different from that of the tendering noteholder. All questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices will be determined by us in our sole discretion, and that determination will be final and binding on all parties. Any Series A Notes that are withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no Series B Notes will be issued with respect to those withdrawn Series A Notes, unless they are validly re-tendered. Properly withdrawn Series A Notes may be re-tendered at any time before 5:00 p.m., New York City time, on the expiration date. Any Series A Notes that have been tendered but that are not accepted for exchange or that are withdrawn will be returned to the holder without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer.

Fees and Expenses

We will bear the expenses of soliciting tenders in the exchange offer. The principal solicitation of tenders is being made through DTC. However, solicitations also may be made by mail, facsimile, telephone or in person by officers and regular employees of ours and our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer. We may also reimburse brokerage houses and other custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of Series A Notes and in handling or forwarding tenders for exchange. We will pay the other expenses incurred in connection with the exchange offer, including fees and expenses of the trustee, accounting and legal fees and printing costs. We will pay all transfer taxes, if any, applicable to the exchange of Series A Notes for Series B Notes pursuant to the exchange offer. If, however, Series B Notes or Series A Notes that are not tendered or accepted for exchange are to be issued in the name of a person other than the registered holder, or if tendered Series A Notes are registered in the name of a person other than the person who signs the letter of transmittal, or if a transfer tax is imposed for any other reason, other than by reason of the exchange of Series A Notes for Series B Notes pursuant to the exchange offer, the tendering holder must pay the transfer taxes (whether imposed on the registered holder or on any other person). Unless satisfactory evidence of payment of transfer taxes or exemption from the need to pay them is submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to the tendering holder. We may refuse to issue Series B Notes in exchange for Series A Notes, or to return Series A Notes that are not exchanged, until we receive evidence satisfactory to us that any transfer taxes payable by the holder have been paid.

Material Federal Income Tax Consequences

Important Notice:

The discussion that follows is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding United States Federal tax penalties, and was written in connection with this offer to exchange Series B Notes for Series A Notes. You should seek tax advice from an independent tax advisor based on your particular circumstances.

The exchange of the Series B Notes for Series A Notes in the exchange offer will be treated as a “non-event” for United States Federal income tax purposes because the Series B Notes will not be considered to differ materially in kind or extent from the Series A Notes. Consequently, (1) no gain or loss should be realized by a U.S. Holder upon receipt of a Series B Note; (2) the holding period of the Series B Note should include the holding period of the Series A Note for which it is exchanged; and (3) the adjusted tax basis of the Series B Note should be the same as the adjusted tax basis immediately before the exchange of the Series A Note for which it is exchanged. Even if the exchange of a Series A Note for a Series B Note were treated as an exchange, the exchange should constitute a tax-free recapitalization for federal income tax purposes. Accordingly, a Series B Note should have the same issue price as the Series A Note for which it is exchanged and a U.S. Holder should have the same adjusted basis and holding period in the Series B Note as it had in the Series A Note immediately before the exchange. A “U.S. Holder” means a person who is, for United States federal income tax purposes, (1) a citizen or resident of the United States; (2) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision of the United States; or (3) an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

 

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Accounting Treatment

The Series B Notes will be recorded in our accounting records at the same carrying value as the Series A Notes for which they are exchanged. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as exchange agent for the exchange offer. All correspondence in connection with the exchange offer or the letter of transmittal should be addressed to the exchange agent, as follows:

 

By Facsimile:   By Registered Mail, Certified Mail or Overnight Courier:
Attention:   The Bank of New York Mellon Trust Company, N.A.,

Confirm by telephone:

  

as Exchange Agent

  c/o The Bank of New York Mellon Corporation
 

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attention:

Requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent.

DESCRIPTION OF THE SERIES B NOTES

We issued the Series A Notes, and we will issue the Series B Notes, under an indenture (the “Indenture”) dated as of February 4, 2013 among us, the subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Indenture is subject to, and governed by, the Trust Indenture Act of 1939, as amended (the “TIA”). Any Series A Notes that remain outstanding after the completion of the exchange offer will be treated under the Indenture as part of a single class of securities consisting of the Series B Notes and the remaining Series A Notes.

We have summarized in this section the principal terms of the Series B Notes and the Indenture under which they were issued. You should read the Indenture and the Series B Notes for additional information, because those documents define your rights as a holder of Notes. You may request copies of these documents at our address shown under the caption “Incorporation by Reference” elsewhere in this prospectus.

Capitalized terms used but not defined in this section have the meanings specified in the Indenture. For purposes of this “Description of the Series B Notes,” “we,” “our” or “us” refers to Lennar Corporation and does not include our subsidiaries, except in references to financial data determined on a consolidated basis. Except where the context otherwise requires, references to “interest” include any “Additional Interest” that may accrue.

General

The Series B Notes will be our direct, unsecured obligations and will rank equal in right of payment by us with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. The Series B Notes will be issued in denominations of $1,000 principal amount and integral multiples of that amount and will be payable, and may be presented for registration of transfer and exchange, without service charge, at the Trustee’s office in Jacksonville, Florida.

The Series B Notes are limited in aggregate principal amount to $275 million, but we may, without consent of the Holders, “reopen” the Notes and issue additional Series B Notes at any time on the same terms and conditions and with the same CUSIP number as the Series B Notes we offer by this prospectus. The Series B Notes will mature on December 1, 2018. Interest on the Series B Notes will accrue at 4.125% per annum and will be payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2013. Interest will also be payable with regard to the Series B Notes on their maturity date. If any interest payment date, maturity date or redemption date is not a Business Day, then the interest payment will be postponed until the first following Business Day and no additional interest will accrue.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a legal holiday in New York, New York.

 

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We will pay interest to the persons in whose names the Series B Notes are registered at the close of business on the March 1 or September 1, as applicable, before the interest payment date; provided that the interest payable at the maturity date or on a redemption date will be paid to the person to whom principal is payable.

Interest on the Series B Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. There is no sinking fund applicable to the Series B Notes.

In connection with the Series B Notes, we have not agreed to any financial covenants or any restrictions on the payment of dividends or the issuance or repurchase of our securities. We have agreed to no covenants or other provisions to protect Holders (as defined below) of the Series B Notes in the event of a highly leveraged transaction.

Redemption at Our Option

We may, at our option, redeem the Series B Notes as part of a redemption of the Notes in whole or in part at any time and from time to time. If we redeem Series B Notes more than 60 days prior to their scheduled maturity date, the redemption price will be equal to the greater of:

 

  •  

100% of their principal amount; or

 

  •  

the present value of the Remaining Scheduled Payments (as defined below) on the Series B Notes being redeemed, discounted to the date of the redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points (0.50%).

If we redeem Series B Notes on or after the date that is 60 days prior to the scheduled maturity date of the Series B Notes, the redemption price will be equal to 100% of the principal amount of the Series B Notes.

In any redemption, we will also pay accrued interest on the Series B Notes being redeemed to the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Any redemption will be on at least 30, but not more than 60, days’ prior notice.

If money sufficient to pay the redemption price of and accrued interest on the Series B Notes to be redeemed is deposited with the Trustee on or before the redemption date, beginning on the redemption date interest will cease to accrue on the Series B Notes (or the portion of them) called for redemption and those Series B Notes will cease to be outstanding.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Series B Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Series B Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any successor release) is not published or does not contain such price on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Quotation Agent ” means any Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means (A) each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, UBS Securities LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated (or its affiliate that is a Primary Treasury Dealer); provided, however, that if any of them shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to any Note, the remaining scheduled payments of the principal (or the portion of the principal) that is to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

 

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“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Guarantees

The guarantor Subsidiaries are all 100% owned by us. Each guarantor Subsidiary will, in the circumstances described below (but only in those circumstances), unconditionally guarantee, jointly and severally with the other subsidiaries that are guaranteeing the Notes, all of our obligations under the Notes and the Indenture, including our obligations to pay principal, premium, if any, and interest with respect to the Notes. The guarantees will be general unsecured obligations of the guarantors and will rank pari passu with all existing and future unsecured indebtedness of the guarantors that is not, by its terms, expressly subordinated in right of payment to the guarantees or to other senior indebtedness of the guarantors. The obligations of each guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such guarantor and after giving effect to any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each guarantor that makes a payment or distribution under a guarantee will be entitled to a contribution from each other guarantor in an amount pro rata, based on the net assets of each guarantor, determined in accordance with United States generally accepted accounting principles, or GAAP.

The Indenture requires that, except as described below, each of our existing and future wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries (other than any foreign Subsidiary and any finance company Subsidiary) guarantee the Notes if that Subsidiary guarantees any of our (i.e., Lennar Corporation’s) Indebtedness or guarantees the obligations of any Subsidiary as a guarantor of our (i.e., Lennar Corporation’s) Indebtedness (each such Subsidiary, a “guarantor”). At the date of this prospectus, all of our wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries (other than our finance company Subsidiaries, our Subsidiaries that are involved in owning, financing or managing distressed real estate assets (i.e., the Subsidiaries in our Rialto segment) and our Subsidiaries that individually have a net worth of $10 million or less and collectively have an aggregate net worth of not more than $50 million) are guaranteeing the Credit Agreement (see “Other Indebtedness”) and therefore will be guaranteeing the Series B Notes when they are issued. While any of our wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries is guaranteeing the Notes, its guarantee will be full and unconditional, and joint and several with the guarantees by all the other of our wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries that are guaranteeing the Notes, subject to limitations intended to prevent the guarantees from constituting fraudulent conveyances or fraudulent transfers under federal or state law.

Any guarantee of the Notes by a Restricted Subsidiary will be suspended, and that Restricted Subsidiary will not be a guarantor (but will remain a Restricted Subsidiary) and will not have any obligations with regard to the Notes, during any period when the principal amount of our (i.e., Lennar Corporation’s) obligations or of any Subsidiary’s obligations as a guarantor of our (i.e., Lennar Corporation’s) obligations, in each case other than the Notes and any other Indebtedness containing provisions similar to this, that the Restricted Subsidiary is guaranteeing totals less than $75 million. Additionally, if any guarantor is released from its guarantee (rather than a suspension of its guarantee) of the outstanding Indebtedness of us or any other Restricted Subsidiary, that guarantor will automatically be released from its obligations as guarantor under the Indenture, and from and after the date of that release, that guarantor will cease to constitute a guarantor of the Notes and will not be a Restricted Subsidiary.

The Indenture provides that if all or substantially all of the assets of any guarantor or all of the capital stock of any guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by us or any of our Subsidiaries, then that guarantor or the Person acquiring those assets (in the event of a sale or other disposition of all or substantially all of the assets of the guarantor) will be deemed automatically and unconditionally released and discharged from all of its obligations under the Indenture without any further action on the part of the Trustee or any Holder of the Notes.

Change of Control Offer

If a Change of Control Triggering Event occurs, unless we have exercised our option to redeem the Notes by notifying the noteholders to that effect as described above, we will be required to make an offer (a “Change of Control Offer”) to each holder of Notes to repurchase all or any part (equal to $1,000 or integral multiples of that amount) of that holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes that are repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date that notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

 

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On each Change of Control Payment Date, we will, to the extent lawful:

 

  •  

accept for payment all Notes or portions of Notes that are properly tendered in response to the Change of Control Offer;

 

  •  

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes that are properly tendered; and

 

  •  

deliver or cause to be delivered to the Trustee the Notes that are properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by us of Notes pursuant to the Change of Control Offer have been complied with.

We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the third party repurchases all the Notes that are properly tendered and not withdrawn in response to its offer.

To the extent that we are required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Notes. We may not have sufficient funds at that time to repurchase for cash all the Notes and the Existing Notes that are tendered. In addition, our ability to repurchase the Notes or the Existing Notes for cash may be limited by law or the terms of other agreements relating to our indebtedness that is outstanding at the time. The failure to make a required repurchase of the Notes or of Existing Notes would result in a default under the Notes.

We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations under it to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the Notes by virtue of taking or not taking an action in order to comply with those securities laws and regulations.

For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any person, other than to us or one of our subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the first day on which a majority of the members of our board of directors are not Continuing Directors; or (5) the adoption of a plan relating to our liquidation or dissolution.

Notwithstanding the foregoing, a transaction (or series of related transactions) will not be deemed to involve a Change of Control under clause (2) above if, either:

(i) (A) we become a direct or indirect wholly-owned subsidiary of a holding company and (B)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) the shares of our Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for, a majority of the Voting Stock of such holding company immediately after giving effect to such transaction; or

(ii) (A) Stuart Miller, together with members of his immediate family, directly or indirectly, becomes the beneficial owner of more than 50%, but less than 66 2/3%, of our outstanding Voting Stock (measured by voting power rather than number of shares) and (B) immediately after such transaction or transactions, our Class A common stock is listed for trading on the New York Stock Exchange or The Nasdaq Global Market.

The term “person,” as used in this definition, has the meaning given to it in Section 13(d)(3) of the Exchange Act.

 

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The definition of “change of control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets and the assets of our subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Continuing Director” means, as of any date of determination, any member of our Board of Directors who (1) was a member of our Board of Directors on the date the Notes were initially issued or (2) was nominated for election, elected or appointed to our Board of Directors with the approval of a majority of the Continuing Directors who were members of our Board of Directors at the time of the nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which that member was named as a nominee for election as a director, without objection to the nomination).

“Fitch” means Fitch Inc. and its successors.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate the applicable Series B Notes or fails to make a rating of the applicable Series B Notes publicly available for reasons beyond our control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.

“Rating Event” means the rating on the Notes is lowered by at least two of the three Rating Agencies (and, if there is a split among the three Rating Agencies, by the two Rating Agencies with the lowest ratings) and the Notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies, in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the earlier of (i) the first public notice of the occurrence of a Change of Control or (ii) the first public notice of our intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at the time entitled to vote generally in the election of the board of directors of that person.

 

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Certain Covenants

Limitation on Liens. We will not, nor will we permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any of our or its properties or assets, whether owned on the date of original issuance of the Notes (“Issue Date”) or thereafter acquired, unless:

 

  •  

if such Lien secures indebtedness ranking equal in right of payment with the Notes, then the Notes are secured on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien;

 

  •  

if such Lien secures Indebtedness which is subordinated to the Notes, then the Notes are secured and the Lien securing such Indebtedness is subordinated to the Lien granted to the Holders of the Notes to the same extent as such Indebtedness is subordinated to the Notes; or

 

  •  

such Lien is a Permitted Lien (as defined below).

 

  •  

The following Liens are “Permitted Liens”:

 

  •  

Liens on property of a Person existing at the time such Person is merged into or consolidated with or otherwise acquired by us or any Restricted Subsidiary, provided that such Liens were in existence prior to, and were not created in contemplation of, such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with us or any Restricted Subsidiary;

 

  •  

Liens on property existing at the time of acquisition thereof by us or any Restricted Subsidiary; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition and do not extend to any assets other than the property acquired;

 

  •  

Liens imposed by law such as carriers’, warehouseman’s or mechanics’ Liens, and other Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

 

  •  

Liens incurred in connection with pollution control, industrial revenue, water, sewage or any similar bonds;

 

  •  

Liens securing Indebtedness representing, or incurred to finance, the cost of acquiring, constructing or improving any assets, provided that the principal amount of such Indebtedness does not exceed 100% of such cost, including construction charges;

 

  •  

Liens securing Indebtedness (A) between a Restricted Subsidiary and us, or (B) between Restricted Subsidiaries;

 

  •  

Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of our business taken as a whole;

 

  •  

pledges or deposits under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of indebtedness) or leases to which Lennar or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of us or of any Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business;

 

  •  

Liens granted to any bank or other institution on the payments to be made to such institution by us or any Subsidiary pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business;

 

  •  

Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set off or similar rights and remedies;

 

  •  

Liens arising from the Uniform Commercial Code financing statements regarding leases;

 

  •  

Liens securing indebtedness incurred to finance the acquisition, construction, improvement, development or expansion of a property which are given within 180 days of the acquisition, construction, improvement, development or expansion of such property and which are limited to such property;

 

  •  

Liens incurred in connection with Non-Recourse Indebtedness;

 

  •  

Liens existing on the Issue Date;

 

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  •  

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

 

  •  

Liens securing refinancing Indebtedness; provided that any such Lien does not extend to or cover any property or assets other than the property or assets securing Indebtedness so refunded, refinanced or extended;

 

  •  

easements, rights-of-way and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from our properties that are subject thereto; and

 

  •  

any extensions, substitutions, modifications, replacements or renewals of the Permitted Liens described above.

Notwithstanding the foregoing, we may, and any Restricted Subsidiary may, create, assume, incur or suffer to exist any Lien upon any of our properties or assets without equally and ratably securing the Notes if the aggregate amount of all Indebtedness then outstanding secured by such Lien and all other Liens which are not Permitted Liens, together with the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale Leaseback Transactions (as defined below), does not exceed 20% of Total Consolidated Stockholders’ Equity.

Sale and Leaseback Transactions. We will not, nor will we permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction, except for any of the following “Permitted Sale-Leaseback Transactions”:

 

  •  

a Sale-Leaseback Transaction involving the leasing by us or any Restricted Subsidiary of model homes in our communities;

 

  •  

a Sale-Leaseback Transaction relating to a property which occurs within 180 days from the date of acquisition of such property by us or a Restricted Subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later;

 

  •  

a Sale-Leaseback Transaction where we, within 365 days after such Sale-Leaseback Transaction, apply or cause to be applied to the retirement of our or any Restricted Subsidiary’s Funded Debt (other than our Funded Debt which by its terms or the terms of the instrument pursuant to which it was issued is subordinate in right of payment to the Series B Notes) proceeds of the sale of such property, but only to the extent of the amount of proceeds so applied;

 

  •  

a Sale-Leaseback Transaction where we or our Restricted Subsidiaries would, on the effective date of the relevant sale or transfer, be entitled, pursuant to the Indenture, to issue, assume or guarantee Indebtedness secured by a Lien upon the relevant property at least equal in amount to the then present value (discounted at the actual rate of interest of the Sale-Leaseback Transaction) of the obligation for the net rental payments in respect of such Sale-Leaseback Transaction without equally and ratably securing the Notes;

 

  •  

a Sale-Leaseback Transaction (A) between Lennar and a Restricted Subsidiary or (B) between Restricted Subsidiaries, so long as the lessor is Lennar or a Restricted Subsidiary; or

 

  •  

a Sale-Leaseback Transaction which has a lease of no more than three years in length.

 

  •  

Notwithstanding the foregoing provisions, we may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction involving any real or tangible personal property which is not a Permitted Sale-Leaseback Transaction, provided that the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, together with all Indebtedness secured by Liens which are not Permitted Liens, does not exceed 20% of Total Consolidated Stockholders’ Equity.

Mergers and Consolidations. We may not consolidate with or merge into, or sell or lease our assets substantially as an entirety to, a Person unless:

 

  •  

the resulting corporation or the person which acquires or leases our assets (if not us) is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and such corporation (if not us) expressly assumes all our obligations under the Notes and all the covenants in the Indenture; and

 

  •  

immediately after the transaction, no Event of Default or event which, after notice or lapse of time or both, would be an Event of Default, will have occurred and continue.

 

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Compliance Certificate

We must deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate as to the signer’s knowledge of our compliance with all conditions and our covenants in the Indenture. The Officers’ Certificate also must state whether or not the signer knows of any Default or Event of Default. If the signer knows of such a Default or Event of Default, the Officers’ Certificate must describe the Default or Event of Default and the efforts to remedy it. For the purposes of this provision of the Indenture, compliance is determined without regard to any grace period or requirement of notice under the Indenture.

Events of Default; Notice and Waiver

The following will constitute “Events of Default” under the Indenture, subject to any additional limitations and qualifications included in the Indenture:

 

  •  

our failure to pay any interest on the Notes continuing for 30 days after it was due;

 

  •  

our failure to pay any principal or redemption price or repurchase price of the Notes when it is due;

 

  •  

our failure or the failure or any Restricted Subsidiary’s failure to fulfill an obligation to pay Indebtedness for borrowed money (other than Indebtedness which is non-recourse to us or any Restricted Subsidiary), which such failure shall have resulted in the acceleration of, or be a failure to pay at final maturity, Indebtedness aggregating more than $50 million;

 

  •  

our failure to perform any other covenant or warranty in the Indenture, continued for 30 days after written notice as provided in the Indenture;

 

  •  

final judgments or orders are rendered against us or any Restricted Subsidiary which require the payment by us or any Restricted Subsidiary of an amount (to the extent not covered by insurance) in excess of $50 million and such judgments or orders remain unstayed or unsatisfied for more than 60 days and are not being contested in good faith by appropriate proceedings; and

 

  •  

certain events of bankruptcy, insolvency or reorganization with respect to (i) us or (ii) any Significant Subsidiary or group of subsidiaries that, taken as a whole, would constitute a Significant Subsidiary.

If an Event of Default (other than certain events of bankruptcy, insolvency or reorganization with respect to us or any Significant Subsidiary) has occurred and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Notes then outstanding may declare the principal amount of the Notes that are then outstanding and interest, if any, accrued thereon to be due and payable immediately. However, if we cure all defaults (except the nonpayment of the principal and interest due on any of the Notes that have become due by acceleration) and certain other conditions in the Indenture are met, with certain exceptions, such declaration may be annulled and past defaults may be waived by the Holders of a majority of the principal amount of the Notes then outstanding. In the case of certain events of bankruptcy, insolvency or reorganization with respect to us or any Significant Subsidiary, the principal amount of the Notes will automatically become and be immediately due and payable.

Within 90 days after a Trust Officer (as defined in the Indenture) has knowledge of the occurrence of a Default or any Event of Default, the Trustee must mail to all Holders notice of all Defaults or Events of Default known to a Trust Officer, unless such Default or Event of Default is cured or waived before the giving of such notice. However, except in the case of a payment default on any of the Notes, the Trustee will be protected in withholding such notice if and so long as a trust committee of directors and/or officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders.

The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of any proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee, subject to certain limitations specified in the Indenture.

The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of Notes or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

The Holders of a majority in principal amount of outstanding Notes may waive any past Defaults under the Indenture, except a Default relating to the non-payment of principal or interest (including additional interest, if any), a Default arising from our failure to redeem or repurchase any Notes when required pursuant to the terms of the Indenture or a Default in respect of any covenant that cannot be amended without the consent of each Holder affected thereby.

 

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Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. No Holder of Notes may pursue any remedy under the Indenture, except in the case of a Default due to the non-payment of principal or interest, including additional interest, if any, on the Notes, unless:

 

  •  

the Holder has given the Trustee written notice of a Default;

 

  •  

the Holders of at least 25% in principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy;

 

  •  

the Trustee does not receive an inconsistent direction from the Holders of a majority in principal amount of the outstanding Notes; and

 

  •  

the Trustee fails to comply with the request within 60 days after receipt of the request and offer of indemnity.

To the extent any Holder or Holders request the Trustee to take any action, the Holder or Holders are required to offer to the Trustee indemnity or security reasonably satisfactory to it against any costs, liability or expense of the Trustee.

The Indenture will require us (i) every year to deliver to the Trustee a statement as to performance of our obligations under the Indenture and as to any Default, and (ii) to deliver to the Trustee prompt notice of any Default.

The Indenture provides that if an Event of Default has occurred and is continuing, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs.

Payments of the redemption price, Change of Control repurchase price, principal and interest that are not made when due will accrue interest per annum at the then-applicable interest rate plus one percent from the required payment date.

Discharge of the Indenture

We may satisfy and discharge our obligations under the Indenture with respect to the Notes by delivering to the Trustee for cancellation all the outstanding Notes.

Modifications of the Indenture

With the consent of the Holders of not less than a majority in principal amount of the Notes at the time outstanding, we and the Trustee may modify the Indenture or any supplemental indenture or the rights of the Holders of the Notes. However, without the consent of each Holder of Notes which is affected, we cannot, among other actions:

 

  •  

extend the stated maturity of any Note;

 

  •  

reduce the rate or extend the time for the payment of interest on any Note;

 

  •  

reduce the principal amount of any Note or the redemption price, or change the time at which or the circumstances under which the Notes may or must be redeemed;

 

  •  

impair the right of a Holder to receive payment of principal of or interest on such Holder’s Notes on or after the due dates of such Notes or to institute suit for the payment of any Note;

 

  •  

change the currency in which the Series B Notes are payable; or

 

  •  

release any guarantor except as provided in the Indenture and described under “The Guarantees”.

In addition, without the consent of the Holders of all of the Notes then outstanding, we cannot reduce the percentage of Notes the Holders of which are required to consent to any such amendment or to waive a Default or Event of Default as described under “Events of Defaults, Notice and Waiver”.

We and the Trustee may modify the Indenture without notice to or the consent of any Holder in order to make certain minor changes that do not adversely affect the Holder of the Notes.

Notices

Except as otherwise provided in this “Description of the Series B Notes” or the Indenture, notices to Holders of the Notes will be given by mail to the addresses of Holders of the Notes as they appear in the Notes register; provided that notices given to Holders holding Notes in book-entry form may be given through the facilities of DTC or any successor depository.

 

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, stockholder or partner of the Company, or any successor or any subsidiary of the foregoing, as such, will have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, those obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Unclaimed Money

If money deposited with the Trustee or paying agent for the payment of principal of, or premium, if any, or accrued and unpaid interest on, the Notes remains unclaimed for two years, the Trustee and paying agent will pay the money back to us upon our written request. However, the Trustee and paying agent have the right to withhold paying the money back to us until they publish, at our expense, in a newspaper of general circulation in the City of New York, or mail to each registered Holder, a notice stating that the money will be paid back to us if unclaimed after a date no less than 30 days from the publication or mailing. After the Trustee or paying agent pays the money back to us, Holders of Notes entitled to the money must look to us for payment as general creditors, subject to applicable law, and all liability of the Trustee and the paying agent with respect to the money will cease.

Governing Law

The Notes and the Indenture, and any claim, controversy or dispute arising under or related to the Indenture or the Notes, will be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws provisions thereof).

Reporting

The Indenture provides that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act will be provided to the trustee within 15 days after they are filed with the SEC. Documents filed by us with the SEC via the EDGAR system will be deemed provided to the trustee as of the time such documents are filed via Edgar.

Form, Denomination, Exchange, Registration and Transfer

Series B Notes (and Series A Notes) will be issued:

 

  •  

in fully registered form;

 

  •  

without interest coupons; and

 

  •  

in denominations of $1,000 principal amount and integral multiples of $1,000.

If there are certificated Notes, Holders may present the certificated Notes for registration of transfer and exchange at the office maintained by us for that purpose, which will initially be the Corporate Trust Office of the Trustee.

Global Notes

The Series B Notes will be issued in the form of one or more global notes that will be deposited with the trustee as custodian for DTC. Holders will receive interests in the global notes. Interests in the global notes will be issued only in denominations of $1,000 principal amount or integral multiples of that amount. Unless and until it is exchanged in whole or in part for securities in definitive form, a global note may not be transferred except as a whole to a nominee of DTC for such global notes, or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary.

Payment and Paying Agent

We will maintain an office or agent in the United States where we will pay the principal on the Notes, and a Holder may present Notes for registration of transfer or exchange for other denominations, which initially will be an office or agency of the Trustee.

Payments on the Series B Notes represented by the global notes will be made to DTC, or its nominee, as the case may be, as the registered owner of the global notes, in immediately available funds.

 

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Book-Entry, Delivery and Settlement

We will issue the Series B Notes in the form of one or more permanent global notes in definitive, fully registered, book-entry form. The global notes will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

DTC has advised us as follows:

 

  •  

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Exchange Act.

 

  •  

DTC holds securities for its participating organizations that its participants (collectively, the “participants”) deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities, through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates.

 

  •  

Direct participants include securities brokers and dealers, trust companies, clearing corporations and other organizations.

 

  •  

DTC is owned by a number of its direct participants and by the NYSE and the Financial Industry Regulatory Authority, Inc.

 

  •  

Access to the DTC system is also available to others, such as securities brokers and dealers, banks and trust companies (collectively, the “indirect participants”) that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.

 

  •  

The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

 

  •  

Persons who are not participants may beneficially own securities held by or on behalf of DTC only through DTC’s participants or DTC’s indirect participants.

We are providing the following descriptions of the operations and procedures of DTC to the Holders solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. None of us, the initial purchasers or the Trustee takes any responsibility for these operations or procedures, and each Holder is urged to contact DTC or its participants directly to discuss these matters.

We expect that under procedures established by DTC:

 

  •  

Upon deposit of the global notes with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated by the initial purchasers with portions of the principal amounts of the global notes.

 

  •  

Ownership of the Series B Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect to interests of persons other than participants.

Payments by participants to owners of beneficial interests in the global note held through such participants will be governed by standing instructions and customary practice as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments. Transfers between participants in DTC will be effected in accordance with DTC’s rules and will be settled in immediately available funds.

The laws of some jurisdictions require that purchasers of securities take physical delivery of those securities in definitive form. Accordingly, the ability to transfer interests in the Series B Notes represented by a global note to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in Series B Notes represented by a global note to pledge or transfer those interests to persons or entities that do not participate in DTC’s system, or otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

 

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As long as the Series B Notes are represented by one or more global notes, DTC’s nominee will be the Holder of the Series B Notes and therefore will be the only entity that can exercise a right to repayment, repurchase or conversion of the Series B Notes. Notice by participants or indirect participants or by owners of beneficial interests in a global note held through such participants or indirect participants of the exercise of the option to require purchase or conversion of beneficial interests in Series B Notes represented by a global note must be transmitted to DTC in accordance with its procedures on a form required by DTC and provided to participants. In order to ensure that DTC’s nominee will timely exercise a right to purchase or conversion with respect to a particular note, the beneficial owner of such note must instruct the broker or the participant or indirect participant through which it holds an interest in such note to notify DTC of its desire to exercise a right to purchase or conversion. Different firms have cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other participant or indirect participant through which it holds an interest in a note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to DTC. We will not be liable for any delay in delivery of notices of the exercise of the option to elect purchase or conversion.

Series B Notes represented by a global note will be exchangeable for registered certificated securities with the same terms only if: (1) DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days; (2) we decide to discontinue use of the system of book-entry transfer through DTC (or any successor depositary); or (3) an Event of Default under the Indenture occurs and is continuing.

Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Series B Notes by DTC or for maintaining, supervising or reviewing any records of DTC relating to the Series B Notes.

Concerning the Trustee

The Bank of New York Mellon Trust Company, N.A. is the Trustee under the Indenture and will be appointed by us as the initial paying agent, registrar and custodian with regard to the Series B Notes. We may maintain deposit accounts and conduct other banking transactions with the Trustee or its affiliates in the ordinary course of business. The Trustee is the trustee under indentures relating to the Existing Notes in addition to the Series B Notes. The Trustee and its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business.

Discharge of the Indenture

We may satisfy and discharge our obligations under the Indenture with respect to the Notes by:

 

  •  

delivering to the Trustee for cancellation all outstanding Notes; or

 

  •  

depositing with the Trustee, after all outstanding Notes have become due and payable (or are by their terms to become due and payable within one year), whether at stated maturity or otherwise, cash and/or U.S. Government Obligations sufficient to pay all of the outstanding Notes and paying all other sums payable under the Indenture by us with respect to the Notes.

Upon the deposit of such funds with the Trustee, the Indenture will, with certain limited exceptions, cease to be of further effect with respect to the Notes. The rights that would continue following the deposit of those funds with the Trustee are:

 

  •  

the remaining rights of registration of transfer, substitution and exchange of the Notes;

 

  •  

the rights of Holders under the Indenture to receive payments due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries with respect to the amounts, if any, that are deposited with the Trustee; and

 

  •  

the rights, obligations and immunities of the Trustee under the Indenture.

Certain Definitions

The following are definitions of certain of the terms used in the Indenture.

“Consolidated Net Tangible Assets” means the total amount of assets which would be included on a consolidated balance sheet of Lennar and the Restricted Subsidiaries under GAAP (less applicable reserves and other properly deductible items) after deducting therefrom:

(a) all short-term liabilities, i.e., liabilities payable by their terms less than one year from the date of determination and not renewable or extendable at the option of the obligor for a period ending more than one year after such date, and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to former Statement of Financial Accounting Standards No. 106 (now ASC No. 715);

(b) investments in subsidiaries that are not Restricted Subsidiaries; and

(c) all assets reflected on our balance sheet as the carrying value of goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other intangible assets.

 

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“Default” means any event which upon the giving of notice or the passage of time, or both, would be an Event of Default.

“Funded Debt” of any Person means all Indebtedness for borrowed money created, incurred, assumed or guaranteed in any manner by such person, and all Indebtedness, contingent or otherwise, incurred or assumed by such person in connection with the acquisition of any business, property or asset, which in each case matures more than one year after, or which by its terms is renewable or extendible or payable out of the proceeds of similar Indebtedness incurred pursuant to the terms of any revolving credit agreement or any similar agreement at the option of such person for a period ending more than one year after the date as of which Funded Debt is being determined. However, Funded Debt shall not include:

 

  •  

any Indebtedness for the payment, redemption or satisfaction of which money (or evidences of indebtedness, if permitted under the instrument creating or evidencing such indebtedness) in the necessary amount shall have been irrevocably deposited in trust with a trustee or proper depositary either on or before the maturity or redemption date thereof;

 

  •  

any Indebtedness of such person to any of its subsidiaries or of any subsidiary to such person or any other subsidiary; or

 

  •  

any Indebtedness incurred in connection with the financing of operating, construction or acquisition projects, provided that the recourse for such indebtedness is limited to the assets of such projects.

“Holder” means a Person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means, with respect to us or any Subsidiary, and without duplication:

(a) the principal of and premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect to all our or any Subsidiary’s indebtedness or obligations to any Person, including but not limited to banks and other lending institutions, for money borrowed that is evidenced by a note, bond, debenture, loan agreement, or similar instrument or agreement (including purchase money obligations with original maturities in excess of one year and noncontingent reimbursement obligations in respect of amounts paid under letters of credit);

(b) all our or any Subsidiary’s reimbursement obligations and other liabilities (contingent or otherwise) with respect to letters of credit, bank guarantees or bankers’ acceptances;

(c) all obligations and liabilities (contingent or otherwise) in respect of our or any Subsidiary’s leases required, in conformity with generally accepted accounting principles, to be accounted for as capital lease obligations on our balance sheet;

(d) all our or any Subsidiary’s obligations (contingent or otherwise) with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement;

(e) all direct or indirect guaranties or similar agreements by us or any Subsidiary in respect of, and our or such Subsidiary’s obligations or liabilities (contingent or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another Person of the kind described in clauses (a) through (d);

(f) any indebtedness or other obligations, excluding any operating leases we or any Subsidiary is currently (or may become) a party to, described in clauses (a) through (d) secured by any Lien existing on property which is owned or held by us or such Subsidiary, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by us or such Subsidiary; and

(g) any and all deferrals, renewals, extensions and refinancing of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a) through (f).

“Lien” means any mortgage, pledge, lien, encumbrance, charge or security interest of any kind.

“Non-Recourse Indebtedness” means any of our Indebtedness or any Restricted Subsidiary’s Indebtedness for which the holder of such Indebtedness has no recourse, directly or indirectly, to us or such Restricted Subsidiary for the principal of, premium, if any, and interest on such Indebtedness, and for which we are not or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other security interests or other recourse, obligations or liabilities, in respect of specific land or other real property interests of us or such Restricted Subsidiary securing such indebtedness; provided, however, that recourse, obligations or liabilities solely for indemnities, or breaches of warranties or representations in respect of Indebtedness will not prevent that Indebtedness from being classified as Non-Recourse Indebtedness.

“Officers’ Certificate” when used with respect to us means a certificate signed by two of our officers (as specified in the Indenture), each such certificate will comply with Section 314 of the TIA and include the statements required under the Indenture.

“Paying Agent” means the office or agency designated by us where the Notes may be presented for payment.

 

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“Person” means any individual, corporation, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any government agency or political subdivision.

“Restricted Subsidiary” means (a) all existing wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries, other than finance company subsidiaries and any foreign Subsidiaries, and (b) all future wholly-owned (i.e., directly or indirectly 100% owned) Subsidiaries that become guarantors, in each case, until such time as such Subsidiary is released in accordance with the terms of the Indenture. See “Description of the Series B Notes—The Guarantees.”

“Sale-Leaseback Transaction” means a sale or transfer made by us or a Restricted Subsidiary of any property which is either (a) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination, or (b) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to Lennar or a Restricted Subsidiary.

“Significant Subsidiary” means any Subsidiary (a) whose revenues exceed 10% of our total consolidated revenues, in each case for the most recent fiscal year, or (b) whose net worth exceeds 10% of our Total Consolidated Stockholders’ Equity, in each case as of the end of the most recent fiscal year.

“Subsidiary” means (a) a corporation or other entity of which a majority in voting power of the stock or other interests is owned by us, by a Subsidiary or by us and one or more Subsidiaries or (b) a partnership, of which we or any Subsidiary is the sole general partner and of which the Company or a Subsidiary owns at least 25% in value of the equity.

“Total Consolidated Stockholders’ Equity” means, with respect to any date of determination, our total consolidated stockholders’ equity as shown on the most recent consolidated balance sheet that is contained or incorporated in the latest annual report on Form 10-K (or equivalent report) or quarterly report on Form 10-Q (or equivalent report) we have filed with the SEC, and is as of a date not more than 181 days prior to the date of determination, in the case of the consolidated balance sheet contained or incorporated in an annual report on Form 10-K, or 135 days prior to the date of determination, in the case of the consolidated condensed balance sheet contained in a quarterly report on Form 10-Q.

“U.S. Government Obligations” means direct obligations of, and obligations guaranteed by, the United States of America for the payment of which the full faith and credit of the United States of America is pledged.

BOOK ENTRY, DELIVERY AND FORM

The certificates representing the Series B Notes will be issued in fully registered form. The Series B Notes initially will be represented by a single, permanent global note (a “Global Note”), in definitive, fully registered form without interest coupons and will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as DTC’s nominee.

Upon the issuance of a Global Note, DTC or its nominee will credit the accounts of persons holding through it with the respective principal amounts of the Series B Notes represented by such Global Note that are received by such persons in the exchange offer. Ownership of beneficial interests in a Global Note will be limited to persons that have accounts with DTC (“participants”) or persons that may hold interests through participants. Any person acquiring an interest in a Global Note through an offshore transaction may hold such interest through Clearstream (formerly known as Cedel) or Euroclear. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the interests of owners of beneficial interests in such Global Note other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Note.

Payment of principal of and interest on Series B Notes represented by a Global Note will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the Series B Notes represented thereby for all purposes under the Indenture. We have been advised by DTC that upon receipt of any payment of principal of or interest on any Global Note, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such Global Note as shown on the records of DTC. Payments by participants to owners of beneficial interests in a Global Note held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants.

 

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A Global Note may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A Global Note is exchangeable for certificated Series B Notes only if (a) DTC notifies us that it is unwilling or unable to continue as a depositary for such Global Note or if at any time DTC ceases to be a clearing agency registered under the Exchange Act, (b) we in our discretion at any time determine not to have all the Series B Notes represented by such Global Note, or (c) there shall have occurred and be continuing a default or an event of default with respect to the Series B Notes represented by such Global Note. Any Global Note that is exchangeable for certificated Series B Notes pursuant to the preceding sentence will be exchanged for certificated Series B Notes in authorized denominations and registered in such names as DTC or any successor depositary holding such Global Note may direct. Subject to the foregoing, a Global Note is not exchangeable, except for a Global Note of like denomination to be registered in the name of DTC or any successor depositary or its nominee. In the event that a Global Note becomes exchangeable for certificated Series B Notes, (a) certificated Series B Notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof, (b) payment of principal of, and premium, if any, and interest on, the certificated Series B Notes will be payable, and the transfer of the certificated Series B Notes will be registerable, at our office or agency maintained for such purposes and (c) no service charge will be made for any registration of transfer or exchange of the certificated Series B Notes, although we may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

So long as DTC or any successor depositary for a Global Note, or any nominee, is the registered owner of such Global Note, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the Series B Notes represented by such Global Note for all purposes under the Indenture and the Series B Notes. Except as set forth above, owners of beneficial interests in a Global Note will not be entitled to have the Series B Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of certificated Series B Notes in definitive form and will not be considered to be the owners or holders of any Series B Notes under such Global Note. Accordingly, each person owning a beneficial interest in a Global Note must rely on the procedures of DTC or any successor depositary, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the Indenture. We understand that under existing industry practices, in the event that we request any action of holders or that an owner of a beneficial interest in a Global Note desires to give or take any action which a holder is entitled to give or take under the Indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

DTC has advised us that it will take any action permitted to be taken by a holder of Series B Notes (including the presentation of Series B Notes for exchange) only at the direction of one or more participants to whose accounts the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Indenture, DTC will exchange the Global Notes for Certificated Securities, which it will distribute to its participants.

DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither the Issuer nor the Trustee nor the Initial Purchasers will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

 

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SALES OF SERIES B NOTES RECEIVED BY BROKER-DEALERS

A broker-dealer that holds Series A Notes for its own account as a result of market-making activities or other trading activities may participate in the exchange offer so long as the broker-dealer has not entered into any arrangement or understanding with us or any of our affiliates to distribute the Series B Notes it will receive as a result of the exchange. A broker-dealer that holds Series A Notes acquired for its own account as a result of market-making activities or other trading activities and who receives Series B Notes as a result of exchange for those Series A Notes in the exchange offer may be a statutory underwriter and must therefore deliver a prospectus which meets the requirements of the Securities Act of 1933, as amended, in connection with the resale of those Series B Notes.

We will not receive any proceeds from any sale of Series B Notes by broker-dealers. Series B Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Series B Notes or a combination of those methods of resale, at prices which may or may not be based upon market prices prevailing at the time of the sale. Any such sale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the selling broker-dealer and/or the purchasers of the Series B Notes. Any broker-dealer that sells Series B Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such Series B Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profits from sale of the Series B Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation. The letter of transmittal states that a broker-dealer will not, by delivering a prospectus, be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Broker-dealers that receive Series B Notes for their own account in exchange for Series A Notes must acknowledge in the accompanying letter of transmittal or through an agent’s message that they will deliver a prospectus in connection with any resale of the Series B Notes. Broker-dealers that acquired Series A Notes for their own account as a result of market-making activities or other trading activities and who receive Series B Notes in exchange for those Series A Notes in the exchange offer may use this prospectus, as it may be supplemented or amended, in connection with the resale of those Series B Notes.

For a period of one year after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests one . We have agreed to pay all expenses incident to the exchange offer (including the reasonable fees and disbursements of one firm of special counsel for the holders of the Series A Notes), other than commissions or concessions of any brokers or dealers, and we will indemnify the holders of the Series A Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

K&L Gates LLP, New York, New York, will pass on the validity of the Series B Notes for us. Mark Sustana, our General Counsel, will pass on the validity of the guarantees for us.

EXPERTS

The consolidated financial statements of Lennar Corporation incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended November 30, 2012, as amended, and the related consolidated financial statement schedule, and the effectiveness of internal control over financial reporting of Lennar Corporation incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K (as originally filed on January 29, 2013) have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which are incorporated by reference herein. Such consolidated financial statements and consolidated financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC. You can read and copy any materials that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. You can call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our SEC filings are also available at the SEC’s Internet website at www.sec.gov. In addition, you can read and copy our SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, N.Y. 10005.

 

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We also make available on our website, www.lennar.com, free of charge, our annual, quarterly and current reports and any amendments to these reports, as soon as reasonably practicable after we electronically file these documents with, or furnish them to, the SEC. The information on, or accessible through, our website is not part of this prospectus and should not be relied upon in connection with making any investment decision with respect to the Notes offered by this prospectus.

INCORPORATION BY REFERENCE

We disclose important information to you by referring you to documents that we have previously filed with the SEC or documents that we will file with the SEC in the future. The information incorporated by reference is considered to be part of this prospectus.

We are incorporating by reference in this prospectus the documents listed below, which we have previously filed with the SEC. Each of the documents incorporated by reference is an important part of this prospectus.

 

  (a) our Annual Report on Form 10-K for the fiscal year ended November 30, 2012 as amended by a Form 10-K/A filed on February 6, 2013 and a Form 10-K/A filed on August 1, 2013;

 

  (b) our Quarterly Reports on Form 10-Q for the periods ended February 28, 2013, as amended by a Form 10-Q/A filed on August 1, 2013, and May 31, 2013; and

 

  (c) our Current Reports on Form 8-K dated January 17, 2013, February 4, 2013, April 10, 2013, June 11, 2013 and June 25, 2013.

Whenever after the date of this prospectus and until one year after the expiration date of the exchange offer, we file reports or documents under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, as amended, those reports and documents will be deemed to be part of this prospectus from the time they are filed. Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus modifies or supersedes the statement. Nothing in this prospectus will be deemed to incorporate information furnished by us on Form 8-K that, pursuant to and in accordance with the rules and regulations of the SEC, is not deemed “filed” for purposes of the Exchange Act.

We will provide to each person to whom a copy of this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus. We will provide this information at no cost to the requester upon written request addressed to Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attention: Office of the General Counsel, or upon oral request by calling our Office of the General Counsel at (305) 559-4000.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND CONTROL PERSONS

Section 145 of the Delaware General Corporation Law (“DGCL”) empowers us to indemnify, subject to certain limitations, any person in connection with any action, suit or proceeding brought or threatened by reason of the fact that the person was a director, officer, employee or agent of ours, or is or was serving as such with respect to another entity at our request. The DGCL also permits us to purchase insurance covering our directors, officers, employees and agents, even if its coverage includes matters for which we could not indemnify our directors or officers. Our bylaws provide for the indemnification by us of each of our directors and officers to the fullest extent permitted by applicable law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission that indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

No dealer, salesperson, or other person has been authorized to give any information or to make any representations in connection with the offer made by this prospectus other than those contained in it and, if any information or representation not contained in this prospectus is given or made, that information or representation must not be relied upon as having been authorized by Lennar. This prospectus does not constitute an offer to exchange or the solicitation of an offer to exchange any security other than those to which it relates, nor does it constitute an offer to exchange, or the solicitation of an offer to exchange, to any person in any jurisdiction in which that offer or solicitation is not authorized, or in which the person making the offer or solicitation is not permitted to do so, or to any person to whom it is unlawful to make the offer or solicitation. Neither the delivery of this prospectus nor any exchange as a result of the offer to which it relates will, under any circumstances, imply that there has been no change in the affairs of Lennar since the date of this prospectus or that the information contained in this prospectus is correct as of any time subsequent its date.

 

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$275,000,000

 

LOGO

Offer to exchange Series B 4.125% Senior Notes due 2018,

including related guarantees,

for outstanding Series A 4.125% Senior Notes due 2018.

 

 

PROSPECTUS

 

 

August —, 2013

 

 

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification Of Directors And Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) empowers us to indemnify, subject to certain limitations, any person in connection with any action, suit or proceeding brought before or threatened by reason of the fact that the person was a director, officer, employee or agent of ours, or is or was serving as such with respect to another entity at our request. The DGCL also permits us to purchase insurance covering our directors, officers, employees and agents, even if its coverage includes matters for which we could not indemnify our directors or officers.

Our bylaws provide for the indemnification by us of each of our directors and officers to the fullest extent permitted by applicable law.

Item 21. Exhibits And Financial Statement Schedules.

 

Exhibit

Number

   

Description

  4.1    Indenture, dated February 4, 2013, between Lennar Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, including Form of 4.125% Senior Note due 2018.
  4.2    Registration Rights Agreement, dated February 4, 2013, among Lennar Corporation and the Guarantors named therein as Issuers and the Initial Purchasers of the Series A 4.125% Senior Notes due 2018.
  5.1    Opinion of K&L Gates LLP (counsel).
  5.2    Opinion of Mark Sustana (general counsel).
12.1    Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1    List of subsidiaries.*
23.1    Consent of K&L Gates LLP (counsel) (included in Exhibit 5.1).
23.2    Consent of Mark Sustana (general counsel) (included in Exhibit 5.2).
23.3    Consent of Deloitte & Touche LLP (independent registered public accounting firm).
24.1    Power of Attorney (included on signature page).
25.1    Statement of Eligibility of Trustee.
99.1    Form of Letter of Transmittal.
99.2    Form of Notice of Guaranteed Delivery.

 

* Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the SEC on January 29, 2013, as amended by Form 10-K/A filed with the SEC on February 6, 2013.

 

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Item 22. Undertakings.

 

A. The undersigned registrant hereby undertakes:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

  (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

D. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

 

E. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on August 2, 2013.

 

LENNAR CORPORATION
By:  

/s/ Stuart A. Miller

Name:  

Stuart A. Miller

Title:  

Chief Executive Officer

The following direct or indirect subsidiaries of registrant may guarantee the debt securities and are co-registrants under this registration statement:

Name of Co-Registrant

308 Furman, Ltd.

360 Developers, LLC

Ann Arundel Farms, Ltd.

Aquaterra Utilities, Inc.

Asbury Woods L.L.C.

Astoria Options, LLC

Autumn Creek Development, Ltd.

Aylon, LLC

Bainebridge 249, LLC

Bay Colony Expansion 369, Ltd.

Bay River Colony Development, Ltd.

BB Investment Holdings, LLC

BCI Properties, LLC

Bellagio Lennar, LLC

Belle Meade LEN Holdings, LLC

Belle Meade Partners, LLC

BPH I, LLC

Bramalea California, Inc.

Bressi Gardenlane, LLC

Builders LP, Inc.

Cambria L.L.C.

Cary Woods LLC

Casa Marina Development, LLC

Caswell Acquisition Group, LLC

Cedar Lakes II, LLC

Chancellor Place at Hamilton, LLC

Cherrytree II LLC

CL Ventures, LLC

Coco Palm 82, LLC

Colonial Heritage LLC

Concord Station, LLP

Coto De Caza, Ltd., Limited Partnership

Coventry L.L.C.

CPFE, LLC

CP Red Oak Management, LLC

CP Red Oak Partners, Ltd.

Creekside Crossing, L.L.C.

Danville Tassajara Partners, LLC

Darcy-Joliet, LLC

DBJ Holdings, LLC

Durrell 33, LLC

DTC Holdings of Florida, LLC

Estates Seven, LLC

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EV, LLC

Evergreen Village LLC

F&R Florida Homes, LLC

F&R QVI Home Investments USA, LLC

Fidelity Guaranty and Acceptance Corp.

FLORDADE LLC

Fox-Maple Associates, LLC

Friendswood Development Company, LLC

Garco Investments, LLC

Greentree Holdings, LLC

Greystone Construction, Inc.

Greystone Homes, Inc.

Greystone Homes of Nevada, Inc.

Greystone Nevada, LLC

Greywall Club L.L.C.

Hammocks Lennar LLC

Harveston, LLC

Haverford Venture L.L.C.

Haverton L.L.C.

HCC Investors, LLC

Heathcote Commons LLC

Heritage of Auburn Hills, L.L.C.

Hewitts Landing Trustee, LLC

Home Buyer’s Advantage Realty, Inc.

Homecraft Corporation

HTC Golf Club, LLC

HW SF, LLC

Inactive Companies, LLC

Independence L.L.C.

Isles at Bayshore Club, LLC

Kendall Hammocks Commercial, LLC

Lakelands at Easton, L.L.C.

Lakeside Farm, LLC

Largo Park Multifamily Developer, LLC

LCD Asante, LLC

Legends Club, LLC

Legends Golf Club, LLC

LEN - Belle Meade, LLC

LEN - CG South, LLC

LEN - Palm Vista, LLC

LEN Paradise Cable, LLC

LEN Paradise Operating, LLC

Len Paradise, LLC

Lencraft, LLC

LENH I, LLC

Len-Hawks Point, LLC

Lennar - BVHP, LLC

Lennar Aircraft I, LLC

Lennar Arizona, Inc.

Lennar Arizona Construction, Inc.

Lennar Associates Management, LLC

Lennar Associates Management Holding Company

Lennar Avenue One, LLC

Lennar Bridges, LLC

Lennar Buffington Colorado Crossing, L.P.

Lennar Buffington Zachary Scott, L.P.

Lennar Carolinas, LLC

Lennar Central Park, LLC

Lennar Central Region Sweep, Inc.

Lennar Central Texas, L.P.

Lennar Chicago, Inc.

Lennar Cobra, LLC

Lennar Colorado Minerals LLC

Lennar Colorado, LLC

Lennar Commercial Investors, LLC

Lennar Communities, Inc.

Lennar Communities Development, Inc.

Lennar Communities Nevada, LLC

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Lennar Communities of Chicago L.L.C.

Lennar Construction, Inc.

Lennar Coto Holdings, L.L.C.

Lennar Courts, LLC

Lennar Developers, Inc.

Lennar Distressed Investments, LLC

Lennar Family of Builders GP, Inc.

Lennar Family of Builders Limited Partnership

Lennar Flamingo, LLC

Lennar Fresno, Inc.

Lennar Gardens, LLC

Lennar Georgia, Inc.

Lennar Greer Ranch Venture, LLC

Lennar Heritage Fields, LLC

Lennar Hingham Holdings, LLC

Lennar Hingham JV, LLC

Lennar Homes Holding, LLC

Lennar Homes NJ, LLC

Lennar Homes, LLC

Lennar Homes of Arizona, Inc.

Lennar Homes of California, Inc.

Lennar Homes of Texas Land and Construction, Ltd.

Lennar Homes of Texas Sales and Marketing, Ltd.

Lennar Illinois Trading Company, LLC

Lennar Imperial Holdings Limited Partnership

Lennar International Holding, LLC

Lennar International, LLC

Lennar Land Partners Sub, Inc.

Lennar Land Partners Sub II, Inc.

Lennar Layton, LLC

Lennar Long Beach Promenade Partners, LLC

Lennar Lytle, LLC

Lennar Mare Island, LLC

Lennar Marina A Funding, LLC

Lennar Massachusetts Properties, Inc.

Lennar Middletown, LLC

Lennar Multifamily Investors, LLC

Lennar New Jersey Properties Inc.

Lennar New York, LLC

Lennar Northeast Properties, Inc.

Lennar Northeast Properties LLC

Lennar Northwest, Inc.

Lennar Pacific, Inc.

Lennar Pacific Properties, Inc.

Lennar Pacific Properties Management, Inc.

Lennar PI Acquisition, LLC

Lennar PI Property Acquisition, LLC

Lennar PIS Management Company, LLC

Lennar PNW, Inc.

Lennar Point, LLC

Lennar Port Imperial South, LLC

Lennar Realty, Inc.

Lennar Renaissance, Inc.

Lennar Reno, LLC

Lennar Rialto Investment LP

Lennar Riverside West, LLC

Lennar Riverside West Urban Renewal Company, L.L.C.

Lennar Sacramento, Inc.

Lennar Sales Corp.

Lennar San Jose Holdings, Inc.

Lennar/Shadeland, LLC

Lennar Southland I, Inc.

Table of Contents

Lennar Southwest Holding Corp.

Lennar Spencer’s Crossing, LLC

Lennar Texas Holding Company

Lennar Trading Company, LP

Lennar Ventures, LLC

Lennar West Valley, LLC

Lennar.com Inc.

Lennar/LNR Camino Palomar, LLC

Lennar-Lantana Boatyard, Inc.

LEN-Ryan I, LLC

Len-Verandahs, LLP

LFS Holding Company, LLC

LH Eastwind, LLC

LH-EH Layton Lakes Estates, LLC

LHI Renaissance, LLC

LMI (150 Ocean) Investor, LLC

LMI Fullerton, LLC

LMI Glencoe Dallas, LLC

LMI Glencoe Dallas Investor. LLC

LMI Glenview Investor, LLC

LMI Lakes West Covina Investor, LLC

LMI Las Colinas Station, LLC

LMI Naperville Investor, LLC

LMI Park Central, LLC

LMI Park Central Investor, LLC

LMI Pearl Apartment Homes, LLC

LMI Pearl Apartment Homes Holdings, LLC

LMICS, LLC

LMI-Contractors, LLC

LMI-Jacksonville, LLC

LMI-JC Developer, LLC

LMI-JC, LLC

LMI-South Kings Development, LLC

LMI-West Seattle, LLC

LNC at Meadowbrook, LLC

LNC at Ravenna, LLC

LNC Communities I, Inc.

LNC Communities II, LLC

LNC Communities III, Inc.

LNC Communities IV, LLC

LNC Communities V, LLC

LNC Communities VI, LLC

LNC Communities VII, LLC

LNC Communities VIII, LLC

LNC Communities IX, LLC

LNC Northeast Mortgage, Inc.

LNC Pennsylvania Realty, Inc.

Long Beach Development, LLC

Lori Gardens Associates, L.L.C.

Lori Gardens Associates II, LLC

Lori Gardens Associates III, LLC

Lorton Station, LLC

LW D’Andrea, LLC

Madrona Ridge L.L.C.

Madrona Village L.L.C.

Madrona Village Mews L.L.C.

Majestic Woods, LLC

Marble Mountain Partners, LLC

Mid-County Utilities, Inc.

Mission Viejo 12S Venture, LP

Mission Viejo Holdings, Inc.

Moffett Meadows Partners, LLC

NC Properties I, LLC

NC Properties II, LLC

Northbridge L.L.C.

Northeastern Properties LP, Inc.

OHC/Ascot Belle Meade, LLC

One SR, L.P.

Palm Gardens At Doral Clubhouse, LLC

Palm Gardens at Doral, LLC

Palm Vista Preserve, LLC

PD-Len Boca Raton, LLC

PD-Len Delray, LLC

PG Properties Holding, LLC

Pioneer Meadows Development, LLC

Table of Contents

Pioneer Meadows Investments, LLC

POMAC, LLC

Prestonfield L.L.C.

Providence Lakes, LLP

PT Metro, LLC

Raintree Village, L.L.C.

Raintree Village II L.L.C.

Renaissance Joint Venture

Reserve @ Pleasant Grove II LLC

Reserve @ Pleasant Grove LLC

Reserve at River Park, LLC

Reserve at South Harrison, LLC

Rivendell Joint Venture

Rivenhome Corporation

RMV, LLC

Rutenberg Homes, Inc.

Rutenberg Homes of Texas, Inc.

Rye Hill Company, LLC

R-Ranch Development, LLC

R-Ranch Orlando Lender, LLC

S. Florida Construction, LLC

S. Florida Construction II, LLC

S. Florida Construction III, LLC

San Lucia, LLC

Santa Ana Transit Village, LLC

Savannah Development, Ltd.

Savell Gulley Development, LLC

Scarsdale, LTD.

Schulz Ranch Developers, LLC

Seminole/70th, LLC

Siena at Old Orchard, LLC

South Development, LLC

Southbank Holding, LLC

Spanish Springs Development, LLC

St. Charles Active Adult Community, LLC

Stoney Corporation

Stoney Holdings, LLC

Stoneybrook Clubhouse, Inc.

Stoneybrook Joint Venture

Strategic Cable Technologies, L.P.

Strategic Holdings, Inc.

Strategic Technologies, LLC

Summerfield Venture L.L.C.

Summerwood L.L.C.

SunStreet Energy Group, LLC

TCO QVI, LLC

Temecula Valley, LLC

Terra Division, LLC

The Baywinds Land Trust

The Bridges at Rancho Santa Fe Sales Company, Inc.

Table of Contents

The Bridges Club at Rancho Santa Fe, Inc.

The LNC Northeast Group, Inc.

The Preserve at Coconut Creek, LLC

Treviso Holding, LLC

Tustin Villas Partners, LLC

Tustin Vistas Partners, LLC

U.S. Home Corporation

U.S. Home of Arizona Construction Co.

U.S. Home Realty, Inc.

U.S.H. Los Prados, Inc.

U.S.H. Realty, Inc.

USH Equity Corporation

USH - Flag, LLC

USH LEE, LLC

USH (West Lake), Inc.

USH Woodbridge, Inc.

UST Lennar GP PIS 10, LLC

UST Lennar GP PIS 7, LLC

Valencia at Doral, LLC

Vineyard Point 2009, LLC

WCP, LLC

West Chocolate Bayou Development, LLC

West Lake Village, LLC

West Seattle Project X, LLC

West Van Buren L.L.C.

Westchase, Inc.

Willowbrook Investors, LLC

Woodbridge Multifamily Developer I, LLC

Wright Farm, L.L.C.

 

AS GUARANTORS
By:  

/S/    MARK SUSTANA        

Name:   Mark Sustana
Title:   Secretary

Table of Contents

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stuart A. Miller, Bruce E. Gross, Diane J. Bessette and Mark Sustana as his or her true and lawful attorney-in-fact and agent, with full powers of substitution to sign for him or her and in his or her name any or all amendments (including post-effective amendments) to the registration statement to which this power of attorney is attached and to file those amendments and all exhibits to them and other documents to be filed in connection with them with the Securities and Exchange Commission.

This Power of Attorney may be executed in any number of counterparts, and by the different signatories in separate counterparts, each of which when executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title(s)

  

Date

/S/    STUART A. MILLER        

Stuart A. Miller

   

Chief Executive Officer and Director (Principal Executive Officer)

   August 2, 2013

/S/    BRUCE E. GROSS        

Bruce E. Gross

   

Vice President and Chief Financial Officer (Principal Financial Officer)

   August 2, 2013

/S/    DAVID M. COLLINS        

David M. Collins

   

Controller (Principal Accounting Officer)

   August 2, 2013

/S/    IRVING BOLOTIN        

Irving Bolotin

   

Director

   August 2, 2013

/S/    STEVEN L. GERARD        

Steven L. Gerard

   

Director

   August 2, 2013

/s/    THERON I. (“TIG”) GILLIAM, Jr.        

Theron I. (“Tig”) Gilliam Jr.

   

Director

   August 2, 2013

/S/    SHERRILL W. HUDSON        

Sherrill W. Hudson

   

Director

   August 2, 2013

/S/    R. KIRK LANDON        

R. Kirk Landon

   

Director

   August 2, 2013

/S/    SIDNEY LAPIDUS        

Sidney Lapidus

   

Director

   August 2, 2013

/S/    TERI MCCLURE        

Teri McClure

   

Director

   August 2, 2013

 

Jeffrey Sonnenfeld

   

Director

  

Table of Contents

On Behalf of the Following Co-Registrants:

308 Furman, Ltd.(14)

360 Developers, LLC(38)

Ann Arundel Farms, Ltd.(14)

Aquaterra Utilities, Inc.*

Asbury Woods L.L.C.(1)

Astoria Options, LLC(1)

Autumn Creek Development, Ltd.(14)

Aylon, LLC(27)

Bainebridge 249, LLC(6)

Bay Colony Expansion 369, Ltd.(14)

Bay River Colony Development, Ltd.(14)

BB Investment Holdings, LLC(39)

BCI Properties, LLC(39)

Bellagio Lennar, LLC(6)

Belle Meade LEN Holdings, LLC(6)

Belle Meade Partners, LLC(6)

BPH I, LLC(39)

Bramalea California, Inc.*

Bressi Gardenlane, LLC(11)

Builders LP, Inc.*

Cambria L.L.C.(1)

Cary Woods LLC(1)

Casa Marina Development, LLC(38)

Caswell Acquisition Group, LLC(3)

Cedar Lakes II, LLC(27)

Chancellor Place at Hamilton, LLC(2)

Cherrytree II LLC(2)

CL Ventures, LLC(2)

Coco Palm 82, LLC(6)

Colonial Heritage LLC(2)

Concord Station, LLP(42)

Coto De Caza, Ltd., Limited Partnership(4)

Coventry L.L.C.(1)

CPFE, LLC(2)

CP Red Oak Management, LLC(40)

CP Red Oak Partners, Ltd.(15)

Creekside Crossing, L.L.C.(1)

Danville Tassajara Partners, LLC(11)

Darcy-Joliet, LLC(24)

DBJ Holdings, LLC(39)

Durrell 33, LLC(2)

DTC Holdings of Florida, LLC(6)

Estates Seven, LLC(7)

EV, LLC(2)

Evergreen Village LLC(2)

F&R Florida Homes, LLC(6)

F&R QVI Home Investments USA, LLC(2)

Fidelity Guaranty and Acceptance Corp.*

FLORDADE LLC(6)

Fox-Maple Associates, LLC(2)

Friendswood Development Company, LLC(40)

Garco Investments, LLC(38)

Greentree Holdings, LLC(2)

Greystone Construction, Inc.*

Greystone Homes, Inc.*

Greystone Homes of Nevada, Inc.*

Greystone Nevada, LLC(9)

Hammocks Lennar LLC(6)

Greywall Club L.L.C.(1)

Harveston, LLC(11)

Haverford Venture L.L.C.(1)

Haverton L.L.C.(1)

Table of Contents

HCC Investors, LLC(11)

Heathcote Commons LLC(2)

Heritage of Auburn Hills, L.L.C.(2)

Hewitts Landing Trustee, LLC(10)

Home Buyer’s Advantage Realty, Inc.*

Homecraft Corporation*

HTC Golf Club, LLC(36)

HW SF, LLC(54)

Inactive Companies, LLC(6)

Independence L.L.C.(2)

Isles at Bayshore Club, LLC(6)

Kendall Hammocks Commercial, LLC(6)

Lakelands at Easton, L.L.C.(2)

Lakeside Farm, LLC(2)

Largo Park Multifamily Developer, LLC(44)

LCD Asante, LLC(34)

Legends Club, LLC(33)

Legends Golf Club, LLC(33)

LEN - Belle Meade, LLC(6)

LEN - CG South, LLC(6)

LEN - Palm Vista, LLC(6)

LEN Paradise Cable, LLC(6)

LEN Paradise Operating, LLC(6)

Len Paradise, LLC(6)

Lencraft, LLC(2)

LENH I, LLC(6)

Len-Hawks Point, LLC(6)

Lennar - BVHP, LLC*

Lennar Aircraft I, LLC(18)

Lennar Arizona, Inc.*

Lennar Arizona Construction, Inc.*

Lennar Associates Management, LLC*

Lennar Associates Management Holding Company*

Lennar Avenue One, LLC(11)

Lennar Bridges, LLC(11)

Lennar Buffington Colorado Crossing, L.P.(14)

Lennar Buffington Zachary Scott, L.P.(14)

Lennar Carolinas, LLC*

Lennar Central Park, LLC(11)

Lennar Central Region Sweep, Inc.*

Lennar Central Texas, L.P.(14)

Lennar Chicago, Inc.*

Lennar Cobra, LLC(5)

Lennar Colorado Minerals, LLC(36)

Lennar Colorado, LLC(11)

Lennar Commercial Investor, LLC(2)

Lennar Communities, Inc.*

Lennar Communities Development, Inc.*

Lennar Communities Nevada, LLC(9)

Lennar Communities of Chicago L.L.C.(1)

Lennar Construction, Inc.*

Lennar Coto Holdings, L.L.C.(11)

Lennar Courts, LLC(6)

Lennar Developers, Inc.*

Lennar Distressed Investments, LLC*

Lennar Family of Builders GP, Inc.*

Lennar Family of Builders Limited Partnership(12)

Lennar Flamingo, LLC(6)

Lennar Fresno, Inc.*

Lennar Gardens, LLC(33)

Lennar Georgia, Inc.*

Lennar Greer Ranch Venture, LLC(11)

Lennar Heritage Fields, LLC(11)

Lennar Hingham Holdings, LLC(25)

Lennar Hingham JV, LLC(19)

Lennar Homes Holding, LLC(18)

Lennar Homes NJ, LLC(44)

Lennar Homes, LLC(18)

Table of Contents

Lennar Homes of Arizona, Inc.*

Lennar Homes of California, Inc.*

Lennar Homes of Texas Land and Construction, Ltd.(14)

Lennar Homes of Texas Sales and Marketing, Ltd.(14)

Lennar Illinois Trading Company, LLC(1)

Lennar Imperial Holdings Limited Partnership(20)

Lennar International Holding, LLC(51)

Lennar International, LLC(52)

Lennar Land Partners Sub, Inc.*

Lennar Land Partners Sub II, Inc.*

Lennar Layton, LLC(34)

Lennar Long Beach Promenade Partners, LLC(11)

Lennar Lytle, LLC(5)

Lennar Mare Island, LLC(11)

Lennar Marina A Funding, LLC(19)

Lennar Massachusetts Properties, Inc.*

Lennar Middletown, LLC(2)

Lennar Multifamily Investors, LLC*

Lennar New Jersey Properties Inc.*

Lennar New York, LLC(2)

Lennar Northeast Properties, Inc.*

Lennar Northeast Properties LLC(21)

Lennar Northwest, Inc.(33)

Lennar Pacific, Inc.*

Lennar Pacific Properties, Inc.*

Lennar Pacific Properties Management, Inc.*

Lennar PI Acquisition, LLC(2)

Lennar PI Property Acquisition, LLC(2)

Lennar PIS Management Company, LLC(21)

Lennar PNW, Inc.*

Lennar Point, LLC(2)

Lennar Port Imperial South, LLC(21)

Lennar Realty, Inc.*

Lennar Renaissance, Inc.*

Lennar Reno, LLC(9)

Lennar Rialto Investment LP(26)

Lennar Riverside West, LLC(21)

Lennar Riverside West Urban Renewal Company, L.L.C.(23)

Lennar Sacramento, Inc.*

Lennar Sales Corp.*

Lennar San Jose Holdings, Inc.*

Lennar/Shadeland, LLC(2)

Lennar Southland I, Inc.*

Lennar Southwest Holding Corp.*

Lennar Spencer’s Crossing, LLC(11)

Lennar Texas Holding Company*

Lennar Trading Company, LP(14)

Lennar Ventures, LLC*

Lennar West Valley, LLC(8)

Lennar.com Inc.*

Lennar/LNR Camino Palomar, LLC(11)

Lennar-Lantana Boatyard, Inc.*

LEN-Ryan 1, LLC(6)

Len-Verandahs, LLP(6)

LFS Holding Company, LLC(2)

LH Eastwind, LLC(6)

LH-EH Layton Lakes Estates, LLC(34)

LHI Renaissance, LLC(6)

LMI (150 Ocean) Investor, LLC(44)

LMI Fullerton, LLC(44)

LMI Glencoe Dallas, LLC(44)

LMI Glencoe Dallas Investor, LLC(44)

LMI Glenview Investor, LLC(44)

LMI Lakes West Covina Investor, LLC(44)

LMI Las Colinas Station, LLC(44)

LMI Naperville Investor, LLC(44)

LMI Park Central, LLC(44)

LMI Park Central Investor, LLC(44)

LMI Pearl Apartment Homes, LLC(44)

LMI Pearl Apartment Homes Holdings, LLC(44)

LMICS, LLC(44)

LMI-Contractors, LLC(44)

LMI-Jacksonville, LLC(44)

Table of Contents

LMI-JC Developer, LLC(44)

LMI-JC, LLC(44)

LMI-South Kings Development, LLC(44)

LMI-West Seattle, LLC(44)

LNC at Meadowbrook, LLC(1)

LNC at Ravenna, LLC(1)

LNC Communities I, Inc.*

LNC Communities II, LLC(2)

LNC Communities III, Inc.*

LNC Communities IV, LLC(2)

LNC Communities V, LLC(2)

LNC Communities VI, LLC(2)

LNC Communities VII, LLC(2)

LNC Communities VIII, LLC(2)

LNC Communities IX, LLC(37)

LNC Northeast Mortgage, Inc.*

LNC Pennsylvania Realty, Inc.*

Long Beach Development, LLC(28)

Lori Gardens Associates, L.L.C.(2)

Lori Gardens Associates II, LLC(2)

Lori Gardens Associates III, LLC(2)

Lorton Station, LLC(2)

LW D’Andrea, LLC(31)

Madrona Ridge L.L.C.(1)

Madrona Village L.L.C.(1)

Madrona Village Mews L.L.C.(1)

Majestic Woods, LLC(2)

Marble Mountain Partners, LLC(11)

Mid-County Utilities, Inc.*

Mission Viejo 12S Venture, LP(16)

Mission Viejo Holdings, Inc.*

Moffett Meadows Partners, LLC(32)

NC Properties I, LLC(27)

NC Properties II, LLC(27)

Northbridge L.L.C.(1)

Northeastern Properties LP, Inc.*

OHC/Ascot Belle Meade, LLC(6)

One SR, L.P.(14)

Palm Gardens At Doral Clubhouse, LLC(35)

Palm Gardens at Doral, LLC(6)

Palm Vista Preserve, LLC(2)

PD-Len Boca Raton, LLC(6)

PD-Len Delray, LLC(6)

PG Properties Holding, LLC(27)

Pioneer Meadows Development, LLC(31)

Pioneer Meadows Investments, LLC(31)

POMAC, LLC(2)

Prestonfield L.L.C.(1)

Providence Lakes, LLP(42)

PT Metro, LLC(11)

Raintree Village, L.L.C.(1)

Raintree Village II L.L.C.(24)

Renaissance Joint Venture(2)

Reserve @ Pleasant Grove II LLC(2)

Reserve @ Pleasant Grove LLC(2)

Reserve at River Park, LLC(2)

Reserve at South Harrison, LLC(2)

Table of Contents

Rivendell Joint Venture(30)

Rivenhome Corporation*

RMV, LLC(2)

Rutenberg Homes, Inc.*

Rutenberg Homes of Texas, Inc.*

Rye Hill Company, LLC(2)

R-Ranch Development, LLC(6)

R-Ranch Orlando Lender, LLC(6)

S. Florida Construction, LLC(6)

S. Florida Construction II, LLC(6)

S. Florida Construction III, LLC(6)

San Lucia, LLC(35)

Santa Ana Transit Village, LLC(43)

Savannah Development, Ltd.(14)

Savell Gulley Development, LLC(14)

Scarsdale, LTD.(14)

Schulz Ranch Developers, LLC(31)

Seminole/70th, LLC(6)

Siena at Old Orchard, LLC(1)

South Development, LLC(2)

Southbank Holding, LLC(6)

Spanish Springs Development, LLC(2)

St. Charles Active Adult Community, LLC(2)

Stoney Corporation*

Stoney Holdings, LLC(2)

Stoneybrook Clubhouse, Inc.(30)

Stoneybrook Joint Venture(30)

Strategic Cable Technologies, L.P.(17)

Strategic Holdings, Inc.†

Strategic Technologies, LLC†

Summerfield Venture L.L.C.(1)

Summerwood L.L.C.(2)

SunStreet Energy Group, LLC(53)

TCO QVI, LLC(2)

Temecula Valley, LLC(43)

Terra Division, LLC(2)

The Baywinds Land Trust(6)

The Bridges at Rancho Santa Fe Sales Company, Inc.(7)

The Bridges Club at Rancho Santa Fe, Inc.(7)

The LNC Northeast Group, Inc.*

The Preserve at Coconut Creek, LLC(6)

Treviso Holding, LLC(6)

Tustin Villas Partners, LLC(11)

Tustin Vistas Partners, LLC(32)

U.S. Home Corporation*

U.S. Home of Arizona Construction Co.*

U.S. Home Realty, Inc.*

U.S.H. Los Prados, Inc.*

U.S.H. Realty, Inc.*

USH Equity Corporation*

USH - Flag, LLC*

USH LEE, LLC(33)

USH (West Lake), Inc.*

Table of Contents

USH Woodbridge, Inc.*

UST Lennar GP PIS 10, LLC(22)

UST Lennar GP PIS 7, LLC(22)

Valencia at Doral, LLC(6)

Vineyard Point 2009, LLC(11)

WCP, LLC(27)

West Chocolate Bayou Development, LLC(28)

West Lake Village, LLC(49)

West Seattle Project X, LLC(44)

West Van Buren L.L.C.(1)

Westchase, Inc.*

Willowbrook Investors, LLC(2)

Woodbridge Multifamily Developer I, LLC(44)

Wright Farm, L.L.C.(2)

 

* Mark Sustana and Diane J. Bessette are Directors/Managers of this company. Stuart A. Miller is the Chief Executive Officer, Bruce E. Gross is the Chief Financial Officer and David M. Collins is the Controller of this company.
† Mark Sustana, David Kaiserman and Diane J. Bessette are Directors/Managers of this company. David Kaiserman is the Chief Executive Officer and Cristina Pardo is the Principal Financial Officer and the Controller of this company.
(1) Executed by Lennar Chicago, Inc. as Managing Member.
(2) Executed by U.S. Home Corporation as Managing Member.
(3) Executed by Lennar Georgia, Inc. as Sole Member.
(4) Executed by its General Partner, Lennar Land Partners Sub II, Inc.
(5) Executed by Lennar Fresno, Inc. as Managing Member.
(6) Executed by Lennar Homes, LLC as Managing Member.
(7) Executed by HHC Investors, LLC, its Sole Member, by Lennar Homes of California, Inc., its Sole Member.
(8) Executed by Lennar Renaissance, Inc. as Managing Member.
(9) Executed by Lennar Pacific Properties Management, Inc. as Sole Member and Managing Member.
(10) Executed by Lennar Hingham Holdings, LLC, its Sole Member, by Lennar Hingham JV, LLC, its Managing Member, by Lennar Massachusetts Properties, Inc., its Managing Member.
(11) Executed by Lennar Homes of California, Inc. as Managing Member.
(12) Executed by its General Partner, Lennar Family of Builders GP, Inc.
(13) Executed on behalf of LFS Holding Company, LLC by U.S. Home Corporation, its Managing Member.
(14) Executed by Lennar Texas Holding Company, its General Partner.
(15) Executed by CP Red Oak Management, LLC, its General Partner, by Lennar Homes of Texas Land and Construction, Ltd., its Sole Member, by Lennar Texas Holding Company, its General Partner.
(16) Executed by Mission Viejo Holdings, Inc., its General Partner.
(17) Executed by Strategic Technologies, LLC, its General Partner.
(18) Executed by Lennar Corporation, as Managing Member.
(19) Executed by Lennar Massachusetts Properties, Inc., as Managing Member.
(20) Executed by Lennar Northeast Properties, Inc., its General Partner.
(21) Executed by Lennar Northeast Properties, Inc., its Managing Member.
(22) Executed by Lennar Port Imperial South, LLC, its Member, by Lennar Northeast Properties, Inc., its Managing Member.
(23) Executed by Lennar Riverside West, LLC, its Member, by Lennar Northeast Properties, Inc., its Managing Member.
(24) Executed by Lennar Communities of Chicago, L.L.C., its Managing Manager.
(25) Executed by Lennar Hingham JV, LLC, its Managing Manager, by Lennar Massachusetts Properties, Inc., its Managing Member.
(26) Executed by Rialto Capital Partners, LLC, its General Partner, by Rialto Capital Management, LLC, its Managing Member, by Lennar Corporation, its Sole Member.
(27) Executed by Lennar Carolinas, LLC, its Sole Member.
(28) Executed by Lennar Texas Holding Company, as Managing Member.
(29) Executed by U.S. Home Corporation, its Sole Shareholder.
(30) Executed by Stoney Corporation, its Member.
(31) Executed by Lennar Reno, LLC, its Sole Member.
(32) Executed by Marble Mountain Partners, LLC, its Sole Member, by Lennar Homes of California, Inc., its Managing Member.
(33) Executed by Lennar Homes Holding, LLC, its Sole Member.
(34) Executed by Lennar Communities Development, Inc., its Sole Member.
(35) Executed by Palm Gardens at Doral, LLC, its Sole Member, by Lennar Homes, LLC, its Sole Member.
(36) Executed by Lennar Colorado, LLC, its Sole Member, by Lennar Homes of California, Inc. its Sole Member.
(37) Executed by The LNC Northeast Group, Inc., its Sole Member.

Table of Contents
(38) Executed by S. Florida Construction, LLC, its Sole Member, by Lennar Homes, LLC, its Sole Member.
(39) Executed by Pioneer Meadows Investments, LLC, its Sole Member, by Lennar Reno, LLC, its Sole Member.
(40) Executed by Lennar Homes of Texas Land and Construction, Ltd., its Sole Member, by Lennar Texas Holding Company, its General Partner.
(41) Executed by Lennar Imperial Holdings Limited Partnership, its Sole Member, by Lennar Northeast Properties, Inc., its General Partner.
(42) Executed by Lennar Homes, LLC, its Managing Partner.
(43) Executed by Greystone Homes, Inc., its Sole Member.
(44) Executed by Lennar Multifamily Investors, LLC by U.S. Home Corporation, its Sole Member.
(45) Executed by RL BB FINANCIAL, LLC, its Sole Member, by Lennar Pacific Properties, Inc., its Sole Member.
(46) Executed by RL REGI FINANCIAL, LLC, its Sole Member, by Lennar Pacific Properties, Inc., its Sole Member.
(47) Executed by Rialto Capital Advisors, LLC, its Sole Member, by Rialto Capital Management, LLC, its Managing Member, by Lennar Corporation, its Sole Member.
(48) Executed by Rialto Capital Management, LLC, its Managing Member, by Lennar Corporation, its Sole Member.
(49) Executed by USH (West Lake), Inc., its Sole Member, by U.S. Home Corporation, its Sole Shareholder.
(50) Executed by Lennar Pacific Properties, Inc., its Sole Member.
(51) Executed by Lennar Pacific, Inc., its Sole Member.
(52) Executed by Lennar International Holding, LLC, its Sole Member, by Lennar Pacific Inc., its Sole Shareholder.
(53) Executed by Lennar Ventures, LLC, its Sole Member, by Lennar Corporation, its Sole Member.
(54) Executed by LHC HP II, LLC, its Sole Member, by Lennar Homes of California, Inc., its Sole Member.

Table of Contents

Signature

   

Title(s)

  

Date

/S/    DIANE J. BESSETTE        

Diane J. Bessette

   

Director, Manager

   August 2, 2013

/S/    BRUCE E. GROSS        

Bruce E. Gross

   

Chief Financial Officer

   August 2, 2013

/S/    DAVID KAISERMAN        

David Kaiserman

   

Director, Manager, Chief Executive Officer

   August 2, 2013

/s/    STUART A. MILLER        

Stuart A. Miller

   

Chief Executive Officer

   August 2, 2013

/S/    CRISTINA PARDO        

Cristina Pardo

   

Principal Financial Officer, Controller

   August 2, 2013

/S/    MARK SUSTANA        

Mark Sustana

   

Director, Manager

   August 2, 2013

/S/    DAVID M. COLLINS        

David M. Collins

   

Controller

   August 2, 2013

Table of Contents

EXHIBIT INDEX

 

Exhibit

Number

   

Description

  4.1    Indenture, dated February 4, 2013 between Lennar Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, including Form of 4.125% Senior Note due 2018.
  4.2    Registration Rights Agreement, dated February 4, 2013 among Lennar Corporation and the Guarantors named therein as Issuers and the Initial Purchasers of the Series A 4.125% Senior Notes due 2018.
  5.1    Opinion of K&L Gates LLP (counsel).
  5.2    Opinion of Mark Sustana (general counsel).
12.1    Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1    List of subsidiaries. *
23.1    Consent of K&L Gates LLP (counsel) (included in Exhibit 5.1).
23.2    Consent of Mark Sustana (general counsel) (included in Exhibit 5.2).
23.3    Consent of Deloitte & Touche LLP (independent registered public accounting firm).
24.1    Power of Attorney (included on signature page).
25.1    Statement of Eligibility of Trustee.
99.1    Form of Letter of Transmittal.
99.2    Form of Notice of Guaranteed Delivery.

 

* Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the SEC on January 29, 2013, as amended by Form 10-K/A filed with the SEC on February 6, 2013.
EX-4.1 2 d567477dex41.htm EX-4.1 EX-4.1

EXHIBIT 4.1

EXECUTION VERSION

 

 

 

LENNAR CORPORATION

as Issuer,

the GUARANTORS

party hereto

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

 

 

INDENTURE

Dated as of February 4, 2013

 

 

4.125% Senior Notes due 2018, Series A

4.125% Senior Notes due 2018, Series B

 

 

 

CROSS REFERENCE TABLE

 

TIA Section    Indenture Section

310(a)(1)

       7.10

      (a)(2)

       7.10

      (a)(3)

       N.A.

      (a)(4)

       N.A.

      (a)(5)

       7.10

      (b)

       7.8; 7.10; 11.2

      (c)

       N.A.

311(a)

       7.11

      (b)

       7.11

      (c)

       N.A.

312(a)

       2.5

      (b)

       11.4

      (c)

       11.4

313(a)

       7.6

      (b)(1)

       N.A.

      (b)(2)

       7.6

      (c)

       7.6; 11.2

      (d)

       7.6

314(a)

       4.2; 4.4; 11.2

      (b)

       N.A.

      (c)(1)

       7.2; 11.5

      (c)(2)

       7.2; 11.5

      (c)(3)

       N.A.

      (d)

       N.A.

      (e)

       11.6

      (f)

       N.A.

315(a)

       7.1(b)

      (b)

       7.5; 11.2

      (c)

       7.1(a)

      (d)

       6.5; 7.1(c)

      (e)

       6.12

316(a)(1)(A)

       6.5

      (a)(1)(B)

       6.4

      (a)(2)

       N.A.

      (b)

       6.7

      (c)

       1.1, 2.5, 9.4

317(a)(1)

       6.8

      (a)(2)

       6.9

      (b)

       2.4

318(a)

       11.1

      (c)

       11.1

 

N.A. means Not Applicable.

Note: This cross-reference table shall not, for any purpose, be deemed to be a part of the Indenture.

 

(i)

TABLE OF CONTENTS

 

ARTICLE I.         DEFINITIONS AND INCORPORATION BY REFERENCE

      1   

    Section 1.1.   Definitions

      1   

    Section 1.2.   Incorporation by Reference of TIA

      10   

    Section 1.3.   Rules of Construction

      10   

ARTICLE II.       THE NOTES

      11   

    Section 2.1.   Form and Dating

      11   

    Section 2.2.   Execution and Authentication; Aggregate Principal Amount

      11   

    Section 2.3.   Registrar and Paying Agent

      12   

    Section 2.4.   Paying Agent to Hold Assets in Trust

      13   

    Section 2.5.   Holder Lists

      13   

    Section 2.6.   Transfer and Exchange

      13   

    Section 2.7.   Replacement Notes

      14   

    Section 2.8.   Outstanding Notes

      14   

    Section 2.9.   Treasury Notes

      14   

    Section 2.10. Temporary Notes

      15   

    Section 2.11. Cancellation

      15   

    Section 2.12. Defaulted Interest

      15   

    Section 2.13. CUSIP Number

      16   

    Section 2.14. Deposit of Monies

      16   

    Section 2.15. Restrictive Legends

      16   

    Section 2.16. Book-Entry Provisions for Global Security

      17   

    Section 2.17. Special Transfer Provisions

      18   

    Section 2.18. Additional Interest Under Registration Rights Agreement

      21   

ARTICLE III.       REDEMPTION

      21   

    Section 3.1.   Optional Redemption by the Company

      21   

ARTICLE IV.       COVENANTS

      22   

    Section 4.1.   Payment of Notes

      22   

    Section 4.2.   Reporting

      22   

    Section 4.3.   Corporate Existence

      22   

    Section 4.4.   Compliance Certificate

      23   

    Section 4.5.   Further Instruments and Acts

      23   

    Section 4.6.   Limitations on Liens

      23   

    Section 4.7.   Sale-Leaseback Transactions

      25   

    Section 4.8.   Furnishing Guarantees

      26   

    Section 4.9.   Change of Control

      26   

ARTICLE V.         SUCCESSOR CORPORATION

      29   

    Section 5.1.   Company May Consolidate, etc., Only on Certain Terms

      29   

    Section 5.2.   Successor Corporation Substituted

      30   

 

(ii)

ARTICLE VI.     DEFAULTS AND REMEDIES

      30   

    Section 6.1.   Events of Default

      30   

    Section 6.2.   Acceleration of Maturity; Rescission and Annulment

      31   

    Section 6.3.   Other Remedies

      32   

    Section 6.4.   Waiver of Existing Defaults

      32   

    Section 6.5.   Control by Majority

      33   

    Section 6.6.   Payments of Notes on Default; Suit Therefor

      33   

    Section 6.7.   Limitation on Suits

      33   

    Section 6.8.   Collection Suit by Trustee

      34   

    Section 6.9.   Trustee May File Proofs of Claim

      34   

    Section 6.10. Restoration of Positions

      34   

    Section 6.11. Priorities

      34   

    Section 6.12. Undertaking for Costs

      35   

    Section 6.13. Stay, Extension or Usury Laws

      35   

    Section 6.14 Liability of Stockholders, Officers, Directors and Incorporators

      35   

ARTICLE VII.   TRUSTEE

      35   

    Section 7.1.   Duties of Trustee

      35   

    Section 7.2.   Rights of Trustee

      37   

    Section 7.3.   Individual Rights of Trustee

      38   

    Section 7.4.   Trustee’s Disclaimer

      38   

    Section 7.5.   Notice of Defaults

      38   

    Section 7.6.   Reports by Trustee

      38   

    Section 7.7.   Compensation and Indemnity

      39   

    Section 7.8.   Replacement of Trustee

      39   

    Section 7.9.   Successor Trustee by Merger, etc.

      40   

    Section 7.10. Eligibility; Disqualification

      40   

    Section 7.11. Preferential Collection of Claims

      41   

ARTICLE VIII.   DISCHARGE OF INDENTURE

      41   

    Section 8.1.   Termination of the Company’s Obligations

      41   

    Section 8.2.   Application of Trust Money

      41   

    Section 8.3.   Officers’ Certificate; Opinion of Counsel

      41   

    Section 8.4.   Repayment to the Company

      42   

    Section 8.5.   Reinstatement

      42   

ARTICLE IX.   MODIFICATION OF THE INDENTURE

      42   

    Section 9.1.   Without Consent of Holders

      42   

    Section 9.2.   With Consent of Holders

      43   

    Section 9.3.   Compliance with Trust Indenture Act

      43   

    Section 9.4.   Revocation and Effect of Consents

      43   

    Section 9.5.   Notation on or Exchange of Notes

      44   

    Section 9.6.   Trustee to Sign Amendments, etc.

      44   

ARTICLE X.   GUARANTEE OF NOTES

      44   

    Section 10.1. Unconditional Guarantee

      44   

    Section 10.2. Limitations on Guarantees; Release or Suspension of Particular Guarantors’ Obligations

      45   

    Section 10.3. Execution and Delivery of Guarantee

      46   

 

(iii)

    Section 10.4.   Release of a Guarantor due to Extraordinary Events

      46   

    Section 10.5.   Waiver of Subrogation

      46   

    Section 10.6.   No Set-Off

      47   

    Section 10.7.   Obligations Absolute

      47   

    Section 10.8.   Obligations Continuing

      47   

    Section 10.9.   Obligations Not Reduced

      47   

    Section 10.10. Obligations Reinstated

      48   

    Section 10.11. Obligations Not Affected

      48   

    Section 10.12. Waiver

      49   

    Section 10.13. No Obligation to Take Action Against the Company

      49   

    Section 10.14. Dealing with the Company and Others

      49   

    Section 10.15. Default and Enforcement

      50   

    Section 10.16. Amendment, etc.

      50   

    Section 10.17. Acknowledgment

      50   

    Section 10.18. Costs and Expenses

      50   

    Section 10.19. No Merger or Waiver; Cumulative Remedies

      50   

    Section 10.20. Survival of Obligations

      50   

    Section 10.21. Guarantee in Addition to Other Obligations

      50   

    Section 10.22. Severability

      51   

    Section 10.23. Successors and Assigns

      51   

    Section 10.24. Acknowledgement under TIA

      51   

ARTICLE XI.     MISCELLANEOUS

      51   

    Section 11.1.   TIA Controls

      51   

    Section 11.2.   Notices

      51   

    Section 11.3.   Electronic Instructions/Directions

      52   

    Section 11.4    Communications by Holders with Other Holders

      53   

    Section 11.5.   Certificate and Opinion as to Conditions Precedent

      53   

    Section 11.6.   Statements Required in Certificate or Opinion

      53   

    Section 11.7.   Rules by Trustee, Paying Agent, Registrar

      53   

    Section 11.8.   Legal Holidays

      54   

    Section 11.9.   Governing Law

      54   

    Section 11.10. No Adverse Interpretation of Other Agreements

      54   

    Section 11.11. No Personal Liability

      54   

    Section 11.12. Successors

      54   

    Section 11.13. Duplicate Originals

      54   

    Section 11.14. Waiver of Jury Trial

      54   

    Section 11.15. Force Majeure

      55   

    Section 11.16. Severability

      55   

 

(iv)

Exhibit A:    Form of Series A Note
Exhibit B:    Form of Series B Note
Exhibit C:    Restrictive Legend
Exhibit D:    Form of Certificate to be Delivered in Connection with Transfers to Non-QIB Accredited Investors
Exhibit E:    Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S
Exhibit F:    Form of Guarantee
Schedule I:    Guarantors

 

(v)

INDENTURE, dated as of February 4, 2013, among LENNAR CORPORATION, a Delaware corporation (the “Company”), each of the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”).

The Company has duly authorized the creation of an issue of its 4.125% Senior Notes due 2018, Series A and its 4.125% Senior Notes due 2018, Series B to be issued in exchange for the 4.125% Senior Notes due 2018, Series A pursuant to the Registration Rights Agreement (as defined herein) and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes (as defined), when duly issued and executed by the Company, and authenticated and delivered hereunder, the valid obligations of the Company, and to make this Indenture a legal, valid and binding agreement of the Company, have been done.

Each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of the Company’s 4.125% Senior Notes due 2018, Series A and Series B.

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

“Additional Interest” shall have the meaning set forth in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, Paying Agent or co-Registrar.

“Agent Members” has the meaning provided in Section 2.16.

“Authenticating Agent” has the meaning provided in Section 2.2.

“Bankruptcy Law” has the meaning provided in Section 6.1.

“Board of Directors” means the Board of Directors of the Company.

“Board Resolution” means a resolution by the Board of Directors or Executive Committee of the Company certified by its Secretary or an Assistant Secretary as being duly adopted and in full force and effect.

 

- 1 -

“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a Legal Holiday in New York, New York.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of or in such Person’s capital stock or other equity interests, and options, rights or warrants to purchase such capital stock or other equity interests, whether now outstanding or issued after the Issue Date.

“Change of Control Offer” has the meaning provided in Section 4.9(a).

“Change of Control Payment” has the meaning provided in Section 4.9(a).

“Change of Control Payment Date” has the meaning provided in Section 4.9(a).

“Class A Common Stock” shall mean the Company’s Class A common stock, par value $.10 per share.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities,” or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Consolidated Net Tangible Assets” means the total amount of assets which would be included on a consolidated balance sheet of the Company and the Restricted Subsidiaries under GAAP (less applicable reserves and other properly deductible items) after deducting therefrom:

 

  (A) all short-term liabilities, i.e., liabilities payable by their terms less than one year from the date of determination and not renewable or extendable at the option of the obligor for a period ending more than one year after such date, and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to former Statement of Financial Accounting Standards No. 106 (now ASC No. 715);

 

  (B) investments in Subsidiaries that are not Restricted Subsidiaries; and

 

  (C) all assets reflected on the Company’s balance sheet as the carrying value of goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other intangible assets.

 

- 2 -

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 10161 Centurion Parkway North, Jacksonville, Florida 32256 Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“Custodian” has the meaning provided in Section 6.1.

“Default” means any event which, upon the giving of notice or passage of time, or both, would be an Event of Default.

“Default Interest Payment Date” has the meaning provided in Section 2.12.

“Depositary” means The Depository Trust Company, its nominees and successors.

“$” means the lawful currency of the United States.

“Event of Default” has the meaning provided in Section 6.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the 4.125% Senior Notes due 2018, Series B to be issued in exchange for the Initial Notes pursuant to (i) the Registration Rights Agreement, or (ii) with respect to Initial Notes issued under this Indenture subsequent to the Issue Date pursuant to Section 2.2, a registration rights agreement substantially identical to the Registration Rights Agreement.

“Exchange Offer” has the meaning provided in the Registration Rights Agreement.

“Fiscal Year” means the period commencing on December 1 of a year and ending on the next November 30 or such other period (not to exceed 12 months or 53 weeks) as the Company may from time to time adopt as its fiscal year.

“Funded Debt” of any Person means all Indebtedness for borrowed money created, incurred, assumed or guaranteed in any manner by such Person, and all Indebtedness, contingent or otherwise, incurred or assumed by such Person in connection with the acquisition of any business, property or asset, which in each case matures more than one year after, or which by its terms is renewable or extendible or payable out of the proceeds of similar Indebtedness incurred pursuant to the terms of any revolving credit agreement or any similar agreement at the

 

- 3 -

option of such Person for a period ending more than one year after the date as of which Funded Debt is being determined; provided, however, that Funded Debt shall not include (i) any Indebtedness for the payment, redemption or satisfaction of which money (or evidences of indebtedness, if permitted under the instrument creating or evidencing such indebtedness) in the necessary amount shall have been irrevocably deposited in trust with a trustee or proper depositary either on or before the maturity or redemption date thereof or (ii) any Indebtedness of such Person to any of its subsidiaries or of any subsidiary to such Person or any other subsidiary or (iii) any Indebtedness incurred in connection with the financing of operating, construction or acquisition projects, provided that the recourse for such Indebtedness is limited to the assets of such projects.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date.

“Global Note” has the meaning provided in Section 2.1.

“Guarantee” has the meaning provided in Section 10.1.

“Guarantor” means (a) initially, each of the Guarantors set forth on Schedule I to this Indenture, and (b) each of the Company’s Subsidiaries that in the future executes a Guarantee in substantially the form of Exhibit F hereto in which such Subsidiary agrees to be bound by the terms hereof as Guarantor, in each case, subject to release or suspension as provided in Article X.

“Holder” means a Person in whose name a Note is registered on the Registrar’s books.

“IAI Global Note” means a permanent global note in registered form representing the aggregate principal amount of Notes sold to Institutional Accredited Investors.

“Indebtedness” means, with respect to the Company or any Subsidiary, and without duplication, (a) the principal of and premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect to all indebtedness or obligations of the Company or any Subsidiary to any Person, including but not limited to banks and other lending institutions, for money borrowed that is evidenced by a note, bond, debenture, loan agreement, or similar instrument or agreement (including purchase money obligations with original maturities in excess of one year and noncontingent reimbursement obligations in respect of amounts paid under letters of credit); (b) all reimbursement obligations and other liabilities (contingent or otherwise) of the Company or any Subsidiary with respect to letters of credit, bank guarantees or bankers’ acceptances, (c) all obligations and liabilities (contingent or otherwise) in respect of leases of the Company or any Subsidiary required, in conformity with GAAP, to be accounted for as capital lease obligations on the balance sheet of the Company, (d) all obligations of the Company or any Subsidiary (contingent or otherwise) with respect to an interest rate or other swap, cap or collar agreement

 

- 4 -

or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement, (e) all direct or indirect guaranties or similar agreements by the Company or any Subsidiary in respect of, and obligations or liabilities (contingent or otherwise) of the Company or such Subsidiary to purchase or otherwise acquire, or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another Person of the kind described in clauses (a) through (d), (f) any indebtedness or other obligations, excluding any operating leases the Company or any Subsidiary is currently (or may become) a party to, described in clauses (a) through (d) secured by any Lien existing on property which is owned or held by the Company or Subsidiary, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by the Company or such Subsidiary and (g) any and all deferrals, renewals, extensions and refinancing of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a) through (f).

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

“Initial Notes” means, collectively, (i) the 4.125% Senior Notes due 2018, Series A, of the Company issued on the Issue Date and (ii) any other 4.125% Senior Notes due 2018, Series A that are issued under this Indenture, subsequent to the Issue Date, pursuant to Section 2.2, for so long as each such securities constitute Restricted Securities.

“Initial Purchasers” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC, UBS Securities LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC and Comerica Securities, Inc.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Interest Payment Date” means the stated maturity of an installment of interest on the Notes.

“Issue Date” means February 4, 2013.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or required by law to remain closed.

“Lien” means any mortgage, pledge, lien, encumbrance, charge or security interest of any kind.

“Maturity Date” means December 1, 2018.

“Net Worth” of any Person means the total consolidated stockholders’ equity of the Person determined in accordance with GAAP.

“Non-Recourse Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary for which the holder of such Indebtedness has no recourse, directly or indirectly, to the Company or such Restricted Subsidiary for the principal of, premium, if any,

 

- 5 -

and interest on such Indebtedness, and for which the Company or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other security interests or other recourse, obligations or liabilities, in respect of specific land or other real property interests of the Company or such Restricted Subsidiary securing such Indebtedness; provided, however, that recourse, obligations or liabilities solely for indemnities, breaches of warranties or representations contained in such mortgages, deeds of trust or grants of security interests in respect of Indebtedness will not prevent that Indebtedness from being classified as Non-Recourse Indebtedness.

“Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

“Notes” means, collectively, the Initial Notes, the Private Exchange Notes, if any, and the Unrestricted Notes, treated as a single class of securities, as amended or supplemented from time to time in accordance with the terms of this Indenture, that are issued pursuant to this Indenture.

“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing the Notes.

“Officer” means the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President or Vice President, the Treasurer, the Secretary, the Controller or any Assistant Secretary of a Person.

“Officers’ Certificate” when used with respect to the Company means a certificate signed by two Officers. Each such certificate will comply with Section 314 of the TIA and include the statements described in Section 11.6.

“Opinion of Counsel” means a written opinion acceptable to the Trustee from legal counsel. That counsel may be an employee of or counsel to the Company.

“Paying Agent” has the meaning provided in Section 2.3.

“Permitted Liens” has the meaning provided in Section 4.6.

“Permitted Sale-Leaseback Transactions” has the meaning provided in Section 4.7.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, joint-stock company, trust, unincorporated organization or government or any government agency or political subdivision.

“Physical Notes” has the meaning provided in Section 2.1.

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in the United States.

 

- 6 -

“Private Exchange Notes” shall have the meaning provided in the Registration Rights Agreement(s).

“Private Placement Legend” means the legend initially set forth on the Initial Notes in the form set forth in Exhibit A.

“Property” of any Person means all types of real, personal, tangible, intangible or mixed property owned by such Person, whether or not included in the most recent consolidated balance sheet of such Person and its Subsidiaries under GAAP.

“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A.

“Quotation Agent” means any Reference Treasury Dealer appointed by the Company.

“Record Date” means the Record Date specified in the Notes.

“Redemption Date” when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture and the Notes. For the avoidance of doubt, the Redemption Price excludes accrued interest to the Redemption Date.

“Reference Treasury Dealer” means (a) each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and BMO Capital Markets Corp. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall not be a Primary Treasury Dealer the Company shall substitute another Primary Treasury Dealer; and (b) any other Primary Treasury Dealer(s) selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.

“Registrar” has the meaning provided in Section 2.3.

“Registration Rights Agreement” means, as applicable, (a) the Registration Rights Agreement dated as of the Issue Date among the Company, the Guarantors and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and BMO Capital Markets Corp., as the representatives of the Initial Purchasers, relating to the Notes or (b) any registration rights agreement, substantially identical to the Registration Rights Agreement, entered into among the Company, the Guarantors and the respective purchasers or their representatives or representative, on substantially identical terms, relating to any Initial Notes issued pursuant to Section 2.2.

 

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“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Note” means a permanent global note in registered form representing the aggregate principal amount of Notes sold in reliance on Regulation S.

“Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal (or the portion of the principal) that is being redeemed and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

“Repurchase Price” means, with respect to any Note to be repurchased, the price at which it is to be repurchased pursuant to this Indenture.

“Restricted Security” has the meaning assigned to such term in Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security.

“Restricted Subsidiary” means (a) all existing wholly-owned Subsidiaries, other than finance company Subsidiaries and any foreign Subsidiaries, and (b) all future wholly-owned Subsidiaries that become Guarantors, in each case, until such time as such Subsidiary is released in accordance with the terms of this Indenture.

“Rule 144A” means Rule 144A under the Securities Act.

“Sale-Leaseback Transaction” means a sale or transfer made by the Company or a Restricted Subsidiary of any property which is either (A) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination, or (B) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to the Company or a Restricted Subsidiary.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“State” means any state of the United States or the District of Columbia.

“Significant Subsidiary” means any Subsidiary (a) whose revenues exceed 10% of the Total Consolidated Revenues of the Company, in each case for the most recent Fiscal Year, or (b) whose Net Worth exceeds 10% of the Company’s Total Consolidated Stockholders’ Equity, in each case as of the end of the most recent Fiscal Year.

 

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“Subsidiary” means (i) a corporation or other entity of which a majority in voting power of the stock or other interests is owned by the Company, by a Subsidiary of the Company or by the Company and one or more Subsidiaries of the Company or (ii) a partnership, the sole general partner or partners of which are the Company and/or any Subsidiary and of which the Company or any Subsidiary owns at least 25% in value of the equity.

“Total Consolidated Revenues” means, with respect to any date of determination, the Company’s total consolidated revenues as shown on its most recent consolidated statement of operations that is contained or incorporated in the latest annual report on Form 10-K (or equivalent report) or quarterly report on Form 10-Q (or equivalent report) filed with the SEC, and is as of a date not more than 181 days prior to the date of determination, in the case of the consolidated statement of operations contained or incorporated in an annual report on Form 10-K, or 135 days prior to the date of determination, in the case of the consolidated condensed statement of operations contained in a quarterly report on Form 10-Q.

“Total Consolidated Stockholders’ Equity” means, with respect to any date of determination, the Company’s total consolidated stockholders’ equity as shown on its most recent consolidated balance sheet that is contained or incorporated in the latest annual report on Form 10-K (or equivalent report) or quarterly report on Form 10-Q (or equivalent report) filed with the SEC, and is as of a date not more than 181 days prior to the date of determination, in the case of the consolidated balance sheet contained or incorporated in an annual report on Form 10-K, or 135 days prior to the date of determination, in the case of the consolidated condensed balance sheet contained in a quarterly report on Form 10-Q.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Trustee” means the Person named as such in this Indenture and, subject to the provisions of Article Seven of this Indenture, any successor to that Person.

“TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date of this Indenture, except as otherwise provided in Section 9.3.

“Trust Officer” means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, senior associate, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“United States” means the United States of America.

 

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“Unrestricted Notes” means one or more Notes that do not and are not required to bear the Private Placement Legend, including, without limitation, the Exchange Notes.

“U.S. Government Obligations” means direct obligations of, and obligations guaranteed by, the United States of America for the payment of which the full faith and credit of the United States of America is pledged.

“U.S. Legal Tender” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

Section 1.2. Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in, and made a part of, this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company or any other obligor on the Notes.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule and not otherwise defined herein have the meanings assigned to them therein.

Section 1.3. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP as of any date of determination;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and words in the plural include the singular;

(5) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(6) any reference to a statute, law or regulation means that statute, law or regulation as amended and in effect from time to time and includes any successor statute, law or regulation; provided, however, that any reference to the Bankruptcy Law shall mean the Bankruptcy Law as applicable to the relevant case; and

(7) any reference to interest on, or in respect of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 2.18.

 

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ARTICLE II.

THE NOTES

Section 2.1. Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depositary rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and authentication and shall show the date of its authentication. The Notes shall be designated as the “4.125% Senior Notes due 2018.”

The terms and provisions contained in the Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (each, a “Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided.

Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”).

All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with.

Section 2.2. Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature.

 

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If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid.

A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall authenticate all (i) Initial Notes, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request.

The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company.

The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and integral multiples of $1,000. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $275 million; provided, however, that the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Section 2.3. Registrar and Paying Agent. The Company shall maintain an office or agency (which shall be located in the City of Jacksonville, State of Florida) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Paying Agent” includes any additional Paying Agent. The Company may act as its own Paying Agent. If the Company elects to act as its own Paying Agent, the Company will notify the Trustee of its election and will hold for the benefit of the Holders all assets for the payment of principal of, premium, if any, or interest on, the Notes.

The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company shall fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

 

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The Company initially appoints the Trustee as Registrar, Paying Agent and custodian for service of demands and notices in connection with the Notes. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days’ notice to the Company.

Section 2.4. Paying Agent to Hold Assets in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all assets held by the Paying Agent for the payment of principal of, premium, if any, or interest on, the Notes (whether such assets have been distributed to it by the Company or any other obligor on the Notes), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered to the Paying Agent, the Paying Agent shall have no further liability for such assets.

Section 2.5. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish or cause the Registrar to furnish to the Trustee five (5) Business Days before each Record Date and at such other times as the Trustee may request in writing a list as of such date and in such form as the Trustee may reasonably require of the names and addresses of the Holders, which list may be conclusively relied upon by the Trustee, and the Company shall otherwise comply with TIA Section 312(a).

Each date on which such list is issued shall serve as a record date under TIA Section 316(c) for purposes of determining the identity of Holders entitled to vote or consent to any action authorized or permitted by TIA Section 316(a).

Section 2.6. Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges).

 

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The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part.

Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Section 2.7. Replacement Notes. If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall, upon receipt of a written order from the Company, authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, such Holder must provide an indemnity bond or other indemnity of reasonable tenor, sufficient in the reasonable judgment of the Company and the Trustee, to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. Every replacement Note shall constitute an additional obligation of the Company.

Section 2.8. Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to the provisions of Section 2.9, a Note does not cease to be outstanding because the Company or any of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.7.

If, on a Redemption Date, a repurchase date or the Maturity Date, the Paying Agent holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal, premium, if any, and interest due on the Notes payable on that date and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed not to be outstanding and interest on them shall cease to accrue.

Section 2.9. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver, consent or notice, Notes owned by the Company or an Affiliate of the Company shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee has been informed in writing by the Company to be so owned shall be so considered. The Company shall notify the Trustee, in writing, when either it or, to its knowledge, any of its Affiliates repurchases or otherwise acquires Notes, of the aggregate principal amount of such Notes so repurchased or otherwise acquired and such other information as the Trustee may reasonably request and the Trustee shall be entitled to rely thereon.

 

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Section 2.10. Temporary Notes. Until typewritten or printed Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon receipt of a written order of the Company in the form of an Officers’ Certificate. The Officers’ Certificate shall specify the amount of temporary Notes to be authenticated and the date on which the temporary Notes are to be authenticated. Temporary Notes shall be substantially in the form of typewritten or printed Notes but may have variations that the Company considers appropriate for temporary Notes and so indicates in the Officers’ Certificate. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate, upon receipt of a written order of the Company pursuant to Section 2.2, typewritten or printed Notes in exchange for temporary Notes.

Section 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. At the written direction of the Company, the Trustee, or at the direction of the Trustee acting pursuant to such direction from the Company, the Registrar or the Paying Agent, and no one else, shall cancel and, at the written direction of the Company, shall dispose, in its customary manner, of all Notes surrendered for transfer, exchange, payment or cancellation. Subject to Section 2.7, the Company may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation. If the Company shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11.

Section 2.12. Defaulted Interest. The Company shall pay from time to time on demand (i) interest on overdue principal and (ii) to the extent lawful, interest on overdue installments of interest (without regard to any applicable grace periods), in each case, at the rate of interest borne by the Notes, plus one percent per annum from and including the relevant payment date to but excluding the date on which such defaulted amounts shall have been paid by the Company. All such interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, and, in the case of a partial month, the actual number of days elapsed.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which special record date shall be the fifteenth day next preceding the date fixed by the Company for the payment of defaulted interest or the next succeeding Business Day if such date is not a Business Day. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment (a “Default Interest Payment Date”), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section; provided, however, that in no event shall the Company deposit monies proposed to be paid in respect of defaulted interest later than 11:00 a.m. New

 

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York City time on the proposed Default Interest Payment Date. At least 15 days before the subsequent special record date, the Company shall mail (or cause to be mailed) to each Holder, as of a recent date selected by the Company, with a copy to the Trustee at least 20 days prior to such special record date, a notice that states the subsequent special record date, the Default Interest Payment Date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid. Notwithstanding the foregoing, any interest which is paid prior to the expiration of the 30-day period set forth in Section 6.1(1) shall be paid to Holders as of the regular record date for the Interest Payment Date for which interest has not been paid. Notwithstanding the foregoing, the Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

Section 2.13. CUSIP Number. In issuing the Notes, the Company may use a “CUSIP” number, and, if so, the Company shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is thereby deemed to be made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the CUSIP number.

In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Issue Date pursuant to Section 2.2, the Company shall use its reasonable efforts to obtain the same CUSIP number for such Notes as is printed on the Notes outstanding at such time and provide written notice to the Trustee to such effect; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company, to be a different class of security than the Notes outstanding at such time for federal income tax or securities laws purposes, the Company shall use its reasonable efforts to obtain a “CUSIP” number for such Notes that is different than the CUSIP number printed on the Notes then outstanding and cause such opinion to be delivered to the Trustee. Notwithstanding the foregoing or any other provision herein to the contrary, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

Section 2.14. Deposit of Monies. Prior to 11:00 a.m. New York City time on each Interest Payment Date, Maturity Date or Redemption Date, the Company shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date or Redemption Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Maturity Date or Redemption Date, as the case may be.

Section 2.15. Restrictive Legends. Each Global Note and Physical Note that constitutes a Restricted Security shall bear the Private Placement Legend on the face thereof until after the first anniversary of the later of the Issue Date and the last date on which the Company or any Affiliate of the Company was the owner of such Note (or any predecessor security) (or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereunder, provided that any restrictive legend shall have been removed) (or such

 

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longer period of time as may be required under the Securities Act or applicable state securities laws in an Opinion of Counsel for the Company, unless otherwise agreed by the Company and the Holder thereof); provided, however, that if any Initial Notes are issued after the Issue Date pursuant to Section 2.2, the period of resale restrictions applicable to Initial Notes previously offered and sold in reliance on Rule 144A under the Securities Act that constitute Restricted Securities shall automatically be extended to the last day of the period of any resale restrictions imposed on such additional Initial Notes issued pursuant to Section 2.2.

Each Global Note shall also bear the legend as set forth in Exhibit C.

Section 2.16. Book-Entry Provisions for Global Security.

(a) The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear the legend as set forth in Exhibit C.

(b) Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Notes, and the Depositary may be treated by the Company, the Trustee and any Agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(c) Transfers of a Global Note shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.17. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary to issue Physical Notes.

(d) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (c) of this Section 2.16, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute and the Trustee, upon receipt of a written order from the Company, shall authenticate and deliver, one or more Physical Notes of like tenor and amount.

(e) In connection with the transfer of an entire Global Note to beneficial owners pursuant to paragraph (c) of this Section 2.16, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute and the Trustee, upon receipt of a written order from the Company, shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations.

 

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(f) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (c) of this Section 2.16 shall, except as otherwise provided by Section 2.17(a)(i)(x) and (c), bear the Private Placement Legend.

(g) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Section 2.17. Special Transfer Provisions.

(a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

(i) the Registrar shall register the transfer of any Note constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the first anniversary of the Issue Date (provided, however, that (1) neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, or predecessor security at any time on or prior to the first anniversary of the Issue Date and (2) if any Initial Notes are issued after the Issue Date pursuant to Section 2.2, the period of resale restrictions applicable to such Note shall automatically be extended to the last day of the period of any resale restrictions imposed on such additional Initial Notes issued pursuant to Section 2.2) or (y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit E hereto; and

(ii) if the proposed transferee is an Agent Member and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the IAI Global Note or Regulation S Global Note, as the case may be, upon receipt by the Registrar of (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the IAI Global Note or Regulation S Global Note, as the case may be, in an amount equal to the principal amount of Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred; and

 

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(iii) if the proposed transferor is an Agent Member seeking to transfer an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Global Note from which such interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the IAI Global Note or the Regulation S Global Note, as the case may be, to which the interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred.

(b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

(i) the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and

(ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in a Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred; and

(iii) if the proposed transferor is an Agent Member seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Notes to be transferred.

 

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(c) Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(d) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the requested transfer is after the first anniversary of the Issue Date (provided, however, that (x) neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, or any predecessor security at any time prior to or on the first anniversary of the Issue Date and (y) if any Initial Notes are issued after the Issue Date pursuant to Section 2.2, the period of resale restrictions applicable to such Note bearing the Private Placement Legend shall automatically be extended to the last day of the period of any resale restrictions imposed on such additional Initial Notes issued pursuant to Section 2.2), or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(e) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.16 or this Section 2.17. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during the Registrar’s normal business hours upon the giving of reasonable written notice to the Registrar.

(f) Transfer of Notes Held by Affiliates. Any certificate (i) evidencing a Note that has been transferred to an Affiliate of the Company within one year after the Issue Date (or if any Initial Notes are issued after the Issue Date pursuant to Section 2.2, the last day of the period of any resale restrictions imposed on such additional Initial Notes issued pursuant to Section 2.2), as evidenced by a notation on the Assignment Form for such transfer or in the representation letter delivered in respect thereof or (ii) evidencing a Note that has been acquired from an Affiliate of the Company (other than by an Affiliate of the Company) in a transaction or a chain of transactions not involving any public offering, shall, until the later of (x) one year after the last date on which the Company or any Affiliate of the Company was an owner of such Note and (y) if any Initial Notes are issued after the Issue Date pursuant to Section 2.2, the last day of the period of any resale restrictions imposed on such additional Initial Notes issued pursuant to Section 2.2, in each case, bear the Private Placement Legend, unless otherwise agreed by the Company (with written notice thereof to the Trustee).

(g) Notice of Affiliate Purchases. In connection with the purchase or sale of any Note or any beneficial interest therein by the Company or any Affiliate thereof (other than a sale to the Initial Purchasers pursuant to the Purchase Agreement, dated as of January 30, 2013, by and among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P.

 

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Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, and BMO Capital Markets Corp., as the representatives of the Initial Purchasers), the Company shall file with the Trustee and Registrar a written notice identifying the transaction as such for the purposes hereof.

Section 2.18. Additional Interest Under Registration Rights Agreement. Under certain circumstances, the Company shall be obligated to pay Additional Interest to the Holders, all as set forth in Section 4 of the Registration Rights Agreement.

ARTICLE III.

REDEMPTION

Section 3.1. Optional Redemption by the Company.

(a) Right to Redeem; Notice to Trustee. The Company, at its option, may redeem the Notes in accordance with the provisions of paragraphs 5 and 6 of the Notes. If the Company elects to redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the Redemption Price that would be in effect if such Notes were being redeemed on the date of the notice. The Company shall give the notice to the Trustee provided for in this Section 3.1(a) at least 45 days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee).

(b) Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail or cause to be mailed a notice of redemption by first-class mail to the Trustee and to each Holder of Notes to be redeemed at such Holder’s address as it appears on the Note register.

The notice shall identify the Notes to be redeemed and shall state:

(i) the Redemption Date;

(ii) the Redemption Price that would be in effect if such Notes were being redeemed on the date of the notice;

(iii) the name and address of the Paying Agent;

(iv) that Notes called for redemption must be presented and surrendered to the Paying Agent to collect the Redemption Price and any accrued interest;

(v) that interest on Notes called for redemption shall cease to accrue on and after the Redemption Date and, unless the Company defaults in making the redemption payment, the only remaining right of the Holder shall be to receive payment of the Redemption Price upon presentation and surrender to the Paying Agent of the Notes;

(vi) if fewer than all the outstanding Notes are to be redeemed, the certificate number (if any) and principal amounts of the particular Notes to be redeemed; and

(vii) the CUSIP number or numbers for the Notes called for redemption.

 

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At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company will provide the Trustee with the notice to be delivered to the Holders, which shall contain the information required by clauses (i) through (vii).

(c) Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice. Upon presentation and surrender to the Paying Agent, Notes called for redemption shall be paid at the Redemption Price, together with any accrued interest.

(d) Sinking Fund. There shall be no sinking fund provided for the Notes.

ARTICLE IV.

COVENANTS

Section 4.1. Payment of Notes. The Company will promptly pay or cause to be paid the principal of, premium, if any, and interest, if any, on each of the Notes at the places and time and in the manner provided in the Notes and this Indenture. An installment of principal, premium or interest will be considered paid on the date it is due if the Trustee or Paying Agent holds on that date in accordance with this Indenture money designated for and sufficient to pay the installment then due.

The Company will pay or cause to be paid interest on overdue principal at the rate specified in the Notes; it will also pay interest on overdue installments of interest at the same rate, to the extent lawful.

Section 4.2. Reporting. The Company will file with the Trustee within 15 days after filing with the SEC, copies of its annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also will comply with the other provisions of TIA Section 314(a).

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 4.3. Corporate Existence. Subject to Article V, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company will not be required to preserve any such right or franchise if the Board of Directors determines that the preservation of the right or franchise is no longer desirable in the conduct of the business of the Company and that its loss will not be disadvantageous in any material respect to the Holders.

 

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Section 4.4. Compliance Certificate. The Company will deliver to the Trustee within 120 days after the end of each Fiscal Year of the Company an Officers’ Certificate stating that in the course of the performance by the authorized signers of their duties as Officers of the Company they would normally have knowledge of any Default or Event of Default by the Company and whether or not the authorized signers know of any Default or Event of Default that occurred during the Fiscal Year. If they do, the Officers’ Certificate will describe the Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also will comply with TIA Section 314(a)(4). For the purposes of this provision of this Indenture, compliance is determined without regard to any grace period or requirement of notice under this Indenture.

Section 4.5. Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 4.6. Limitations on Liens. The Company shall not, nor shall it permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien, upon any of its properties or assets, whether owned on the Issue Date or thereafter acquired, unless (1) if such Lien secures Indebtedness which is pari passu with the Notes, then the Notes are secured by a Lien on the same properties or assets on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien, (2) if such Lien secures Indebtedness which is subordinated to the Notes, then the Notes are secured by a Lien on the same properties or assets and the Lien securing such Indebtedness is subordinated to the Lien granted to the Holders to the same extent as such Indebtedness is subordinated to the Notes or (3) such Lien is a Permitted Lien (as defined below).

The following Liens constitute “Permitted Liens”:

(a) Liens on property of a Person existing at the time such Person is merged into or consolidated with or otherwise acquired by the Company or any Restricted Subsidiary, provided that such Liens were in existence prior to, and were not created in contemplation of, such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with the Company or a Restricted Subsidiary;

(b) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition and do not extend to any assets other than the property acquired;

(c) Liens imposed by law such as carriers’, warehouseman’s or mechanics’ Liens, and other Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

 

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(d) Liens incurred in connection with pollution control, industrial revenue, water, sewage or any similar bonds;

(e) Liens securing Indebtedness representing, or incurred to finance, the cost of acquiring, constructing or improving any assets, provided that the principal amount of such Indebtedness does not exceed 100% of such cost, including construction charges;

(f) Liens securing Indebtedness (A) between a Restricted Subsidiary and the Company, or (B) between Restricted Subsidiaries;

(g) Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the Company’s business taken as a whole;

(h) pledges or deposits under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of indebtedness) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or of any Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business;

(i) Liens granted to any bank or other institution on the payments to be made to such institution by the Company or any Subsidiary pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business;

(j) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set off or similar rights and remedies;

(k) Liens arising from the Uniform Commercial Code financing statements regarding leases;

(l) Liens securing indebtedness incurred to finance the acquisition, construction, improvement, development or expansion of a property which is given within 180 days of the acquisition, construction, improvement, development or expansion of such property and which is limited to such property;

(m) Liens incurred in connection with Non-Recourse Indebtedness;

(n) Liens existing on the Issue Date;

(o) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

 

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(p) Liens securing refinancing Indebtedness; provided that any such Lien does not extend to or cover any property or assets other than the property or assets securing Indebtedness so refunded, refinanced or extended;

(q) easements, rights-of-way and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the Company’s properties subject thereto; and

(r) any extensions, substitutions, modifications, replacements or renewals of the Permitted Liens described above.

Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any of its properties or assets that is not a Permitted Lien without equally and ratably securing the Notes if, at the time the Indebtedness secured by the Lien is incurred, the aggregate amount of all Indebtedness then outstanding secured by such Lien and all other Liens, together with the aggregate net sale proceeds from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, does not exceed 20% of the Total Consolidated Stockholders’ Equity of the Company; provided that Indebtedness secured by Permitted Liens shall not be included in the amount of such secured Indebtedness.

Section 4.7. Sale-Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, after the date hereof, enter into any Sale-Leaseback Transaction other than Permitted Sale-Leaseback Transactions (as defined below). The following Sale-Leaseback Transactions constitute “Permitted Sale-Leaseback Transactions”:

(a) a Sale-Leaseback Transaction involving the leasing by the Company or any Restricted Subsidiary of model homes in the Company’s (including its Subsidiaries’) communities;

(b) a Sale-Leaseback Transaction relating to a property entered into within 180 days after the later of the date of acquisition of such property by the Company or a Restricted Subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later;

(c) a Sale-Leaseback Transaction where the Company, within 365 days after such Sale-Leaseback Transaction, applies or causes to be applied to the retirement of any Funded Debt of the Company or any Restricted Subsidiary (other than Funded Debt which by its terms or the terms of the instrument by which it was issued is subordinate in right of payment to the Notes) proceeds of the sale of such property, but only to the extent of the amount of proceeds so applied;

 

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(d) a Sale-Leaseback Transaction where the Company or any Restricted Subsidiary would, on the effective date of such sale or transfer, be entitled, pursuant to this Indenture, to issue, assume or guarantee Indebtedness secured by a Lien upon the relevant property, at least equal in amount to the then present value (discounted at the actual rate of interest of the Sale-Leaseback Transaction) of the obligation for the net rental payments in respect of such Sale-Leaseback Transaction without equally and ratably securing the Notes;

(e) a Sale-Leaseback Transaction between the Company and any Restricted Subsidiary or among Restricted Subsidiaries, provided that the lessor shall be the Company or a wholly-owned Restricted Subsidiary; and

(f) a Sale-Leaseback Transaction which has a lease of no more than three years in length.

Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction involving any real or tangible personal property which is not a Permitted Sale-Leaseback Transaction, provided that at the time of the Sale-Leaseback Transaction the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, together with all Indebtedness secured by Liens other than Permitted Liens, does not exceed 20% of the Total Consolidated Stockholders’ Equity of the Company.

Section 4.8. Furnishing Guarantees. The Company shall cause each existing or future wholly-owned Subsidiary (other than its finance company Subsidiaries and any foreign Subsidiaries) that guarantees any of the Company’s Indebtedness or guarantees the obligations of any Subsidiary as a guarantor of the Company’s Indebtedness to become a Guarantor by causing such Subsidiary, as promptly as practicable, but in any event not later than the date on which such Subsidiary becomes a guarantor of any other Indebtedness of the Company or any Subsidiary, to execute and deliver to the Trustee a Guarantee in substantially the form of Exhibit F hereto and the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 4.9. Change of Control.

(a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes by notifying the Holders to that effect as described in Section 3.1 above, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Section 4.9. In a Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and

 

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offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date that notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

(b) On each Change of Control Payment Date, the Company shall, to the extent lawful:

 

  (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

 

  (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

 

  (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for herein to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.

(c) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions herein, the Company will comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions herein by virtue of any such conflict.

(d) As used herein:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and the assets of its Subsidiaries, taken as a whole, to any person, other than the Company or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock

 

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into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the first day on which a majority of the members of the Board of Directors are not Continuing Directors; or (5) the adoption of a plan relating to the Company’s liquidation or dissolution.

Notwithstanding the foregoing, a transaction (or series of related transactions) will not be deemed to involve a Change of Control under clause (2) above if, either:

(i)(A) the Company becomes a direct or indirect wholly-owned Subsidiary of a holding company and (B)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (2) the shares of the Company’s Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for, a majority of the Voting Stock of such holding company immediately after giving effect to such transaction; or

(ii)(A) Stuart Miller, together with members of his immediate family, directly or indirectly, becomes the beneficial owner of more than 50%, but less than 66 2/3%, of the Company’s outstanding Voting Stock, measured by voting power rather than number of shares, and (B) immediately after such transaction or transactions, the Class A Common Stock is listed for trading on the New York Stock Exchange or The Nasdaq Global Market.

The term “person,” as used in this definition of Change of Control, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (1) was a member of the Board of Directors on the Issue Date or (2) was nominated for election, elected or appointed to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of the nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which that member was named as a nominee for election as a director, without objection to the nomination).

“Fitch” means Fitch Inc. and its successors.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB—(or the equivalent) by S&P and BBB—(or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company.

 

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“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons beyond the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.

“Rating Event” means the rating on the Notes is lowered by at least two of the three Rating Agencies and the Notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies, (and, if there is a split among the three Rating Agencies, by the two Rating Agencies with the lowest ratings) in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the earlier of (1) the first public notice of the occurrence of a Change of Control or (2) the first public notice of the Company’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at the time entitled to vote generally in the election of the board of directors of that person.

ARTICLE V.

SUCCESSOR CORPORATION

Section 5.1. Company May Consolidate, etc., Only on Certain Terms. The Company will not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(1) the corporation formed by the consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be a corporation organized and existing under the laws of the United States of America, a State of the United States of America or the District of Columbia and expressly assumes, by one or more supplemental indentures, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Notes and the performance of every covenant of this Indenture to be performed or observed by the Company;

 

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(2) immediately after giving effect to the transaction, no Default or Event of Default will have occurred and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or the supplemental indentures together) comply with this Article and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilled.

Section 5.2. Successor Corporation Substituted. Upon any event described in Section 5.1, the successor corporation will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and, except in connection with a lease transaction, the predecessor corporation will be relieved of all obligations and covenants under this Indenture.

ARTICLE VI.

DEFAULTS AND REMEDIES

Section 6.1. Events of Default.

An “Event of Default” occurs if:

(1) there is a default by the Company in the payment when due of interest on the Notes, which default continues for a period of 30 days;

(2) there is a default by the Company in the payment when due of the principal or Redemption Price or Repurchase Price due with respect to the Notes;

(3) there is a default by the Company or any Restricted Subsidiary with respect to its obligation to pay Indebtedness for money borrowed by the Company or a Restricted Subsidiary (other than any Non-Recourse Indebtedness), which default shall have resulted in the acceleration of, or be a failure to pay at final maturity, Indebtedness aggregating more than $50 million;

(4) there is a failure to perform any other covenant or warranty of the Company herein, which continues for 30 days after written notice;

(5) final judgments or orders are rendered against the Company or any Restricted Subsidiary which require the payment by the Company or any Restricted Subsidiary of an amount (to the extent not covered by insurance) in excess of $50 million and such judgments or orders remain unstayed or unsatisfied for more than 60 days and are not being contested in good faith by appropriate proceedings;

(6) the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), pursuant to any Bankruptcy Law applicable to the Company or such Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary): (A) commences a

 

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voluntary case; (B) consents to the entry of an order for relief against it or them in an involuntary case against it or them; (C) consents to the appointment of a Custodian of it or them or for any substantial part of its or their property; or (D) makes a general assignment for the benefit of its or their creditors; or

(7) a court of competent jurisdiction enters an order or decree under any applicable Bankruptcy Law: (A) for relief in an involuntary case against the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary); (B) appointing a Custodian of the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) or for any substantial part of its or their respective property; or (C) ordering the winding up or liquidation of the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary); and the order or decree remains unstayed and in effect for 90 days.

Each of the occurrences described in clauses (1) through (7) of this Section 6.1 will constitute an Event of Default whatever the reason for the occurrence and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11 of the United States Code or any similar United States Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (4) of this Section 6.1 is not an Event of Default until the Holders of at least 25% in principal amount of the then outstanding Notes with regard to which the Company has failed to comply with a covenant or agreement notify the Company and the Trustee, of the Default and the Company does not cure the Default within 30 days after the giving of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.”

The Company will deliver to the Trustee, within 20 days after it occurs, written notice in the form of an Officers’ Certificate of any event of which the Company is aware which with the giving of notice and the lapse of time would become an Event of Default under clause (4), its status and what action the Company is taking or proposes to take with respect to it.

Section 6.2. Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs and is continuing, unless the principal of the Notes has already become due and payable, the Trustee by notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding by notice to the Company and the Trustee, may declare the outstanding principal of the Notes and any accrued and unpaid interest through the date of such declaration on all of the Notes to be immediately due and payable. Upon such a declaration, such outstanding principal amount and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.1(6) or (7) occurs and is continuing, the outstanding principal amount of the Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or

 

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any Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding, on behalf of the Holders of all of the Notes, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind any acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the outstanding principal amount of any of the Notes that has become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.7 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Holders of Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder and all rights, remedies and powers of the Company, the Holders of Notes, and the Trustee shall continue as though no such proceeding had been taken.

The Trustee shall, within 90 days after a Trust Officer has actual knowledge of the occurrence of a Default or any Event of Default, mail to all Holders, as the names and addresses of such Holders appear upon the Note register, notice of all Defaults or Events of Default known to such Trust Officer, unless such Default or Event of Default is cured or waived before the giving of such notice and provided that, except in the case of default in the payment of the principal, interest, Redemption Price or Repurchase Price, as the case may be, on any of the Notes, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders.

The Holders of a majority in principal amount of the Notes then outstanding shall have the right to direct the time, method and place of conducting any proceedings for any remedy available to the Trustee, subject to the limitations specified herein.

Section 6.3. Other Remedies. If an Event of Default as to the Notes occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, and interest, if any, on the Notes or to enforce the performance of any provision under this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default will not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.4. Waiver of Existing Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding, on behalf of the Holders of all the Notes, by notice to the Trustee may consent to the waiver of any past Default with regard to the Notes and its consequences except (i) a default in the payment of interest or premium, if any, on, or the principal of, Notes, (ii) a failure to redeem or repurchase any Notes as required under this

 

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Indenture or (iii) a default in respect of a covenant or a provision that under Section 9.2 cannot be modified or amended without the consent of the Holders of all Notes then outstanding. The defaults described in clauses (i), (ii) and (iii) in the previous sentence may be waived with the consent of the Holders of all Notes then outstanding. When a Default or Event of Default is waived, it is deemed cured and not continuing, but no waiver will extend to any subsequent or other Default or impair any consequent right. Without limiting the provisions of Section 7.7, the Trustee shall be compensated by the Company for all costs and expenses incurred by it in connection with any action taken by it pursuant to this Section 6.4.

Section 6.5. Control by Majority. The Holders of a majority in principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with regard to the Notes or of exercising any trust or power conferred on the Trustee with regard to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.1, that the Trustee determines is unduly prejudicial to the rights of other Holders or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action as a result of a direction given under this Section, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking that action.

Section 6.6. Payments of Notes on Default; Suit Therefor. The Company covenants that upon the occurrence of an Event of Default described in Section 6.1(1) or (2), then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders, the whole amount that will then have become due and payable on all such Notes for principal, premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) on the overdue installments of interest at the rate borne by the Notes, plus one percent; and, in addition, such further amount as will be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. Until such demand by the Trustee, the Company may pay the principal of and premium, if any, and interest on the Notes to the registered Holders, whether or not the Notes are overdue.

Section 6.7. Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture unless:

(1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

(2) the Holders of at least 25% in principal amount of the Notes then outstanding make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity or security reasonably satisfactory to the Trustee against any cost, loss, liability or expense;

 

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(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity, and the Event of Default has not been waived; and

(5) the Trustee has received no inconsistent direction from the Holders of a majority in principal amount of the Notes then outstanding during such 60-day period.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.8. Collection Suit by Trustee. If an Event of Default in payment of principal, premium, if any, or interest, if any, specified in clause (1) or (2) of Section 6.1 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal, premium, if any, and interest remaining unpaid (together with interest on that unpaid interest to the extent lawful) and the amounts provided for in Section 7.7.

Section 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7.

Section 6.10. Restoration of Positions. If a judicial proceeding by the Trustee or a Holder to enforce any right or remedy under this Indenture is dismissed or decided favorably to the Company, except as otherwise provided in the judicial proceeding, the Company, the Trustee and the Holders will be restored to the positions they would have been in if the judicial proceeding had not been instituted.

Section 6.11. Priorities. If the Trustee collects any money pursuant to this Article VI with respect to the Notes, it will pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to the Holders for amounts due and unpaid on the Notes for principal, premium and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and interest, respectively; and

THIRD: to the Company.

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section. At least 15 days before the record date, the Company will mail to each Holder and the Trustee a notice that states the record date, the payment date and the amount to be paid.

 

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Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders of in aggregate more than 10% in principal amount of the Notes then outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, premium, if any, or interest on any Note held by that Holder on or after the due date provided in the Note.

Section 6.13. Stay, Extension or Usury Laws. The Company agrees (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, any stay or extension law or any usury or other law, wherever enacted, now or at any subsequent time in force, which would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, and/or interest on any of the Notes as contemplated in this Indenture, or which may affect the covenants or performance of this Indenture, and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and agrees that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Indenture, but (to the extent that it may lawfully do so) will suffer and permit the execution of any such power as though no such law had been enacted.

Section 6.14. Liability of Stockholders, Officers, Directors and Incorporators. No director, officer, employee, incorporator, stockholder or partner, as such, past, present or future, of the Company, any of its successor corporations or any Subsidiary of the foregoing will have any personal liability in respect of the Company’s obligations under this Indenture or any Notes by reason of his or its status as such; provided, however, that nothing in this Indenture or in the Notes will prevent recourse to and enforcement of the liability of any stockholder or subscriber to Capital Stock in respect of shares of Capital Stock which have not been fully paid up.

ARTICLE VII.

TRUSTEE

Section 7.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

 

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(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations will be read into this Indenture against the Trustee; and

(ii) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed in them, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture in the absence of bad faith on the Trustee’s part; provided, however, that, in the case of any such certificates or opinions whereby any provisions thereof are specifically required to be furnished to the Trustee, then the Trustee will examine the certificates and opinions to determine whether or not they substantially conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and

(4) the Trustee will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Indenture or in the exercise of any of its rights or powers, if it has reasonable grounds to believe repayment of the funds or adequate indemnity against the risk or liability is not reasonably assured to it.

(d) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to the provisions of this Section 7.1 and to the provisions of the TIA.

(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money and Government Obligations held in trust by the Trustee need not be segregated from other funds or items except to the extent required by law.

 

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Section 7.2. Rights of Trustee.

(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and an Opinion of Counsel. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such an Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents or attorneys and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, except conduct which constitutes willful misconduct, negligence or bad faith.

(e) The Trustee may consult with counsel of its selection, and the Trustee will not be liable for any action it takes or omits in reliance on, and in accordance with, the advice of such counsel or any Opinion of Counsel.

(f) The Trustee will not be required to investigate any facts or matters stated in any document, but if it decides to investigate any matters or facts, the Trustee or its agents or attorneys will be entitled to examine the books, records and premises of the Company at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(g) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(i) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(j) The Trustee shall not be deemed to have notice of any Default or Event of Default except any Default or Event of Default occurring pursuant to clause (1) or (2) of Section 6.1 if, at the time of the occurrence of such Default or Event of Default, the Trustee is the Paying Agent, unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

 

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(k) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(l) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

(m) Subject to Section 7.1, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense.

Section 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any of its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

Section 7.4. Trustee’s Disclaimer. The Trustee (i) is not responsible for and makes no representation as to the validity or adequacy of this Indenture, (ii) will not be accountable for the Company’s use of the proceeds from the Notes, and (iii) will not be responsible for any statement of the Company in this Indenture, other than the Trustee’s certificate of authentication, or in any document used in the sale of the Notes, other than statements, if any, provided in writing by the Trustee for use in such a document.

Section 7.5. Notice of Defaults. The Trustee will give to the Holders notice of any Default with regard to the Notes known to the Trustee, within 90 days after it occurs, unless such Default shall have been cured or waived; provided, that, except in the case of a Default in the payment of the principal of, or premium, if any, or interest on any Note, the Trustee will be protected in withholding notice of the Default if and so long as a committee of its Trust Officers in good faith determines that the withholding of the notice is in the interests of the Holders.

Section 7.6. Reports by Trustee. Within 60 days after each November 30 beginning with the November 30 following the date of this Indenture, the Trustee will mail to each Holder, at the name and address which appears on the registration books of the Company, and to each Holder who has, within the two years preceding the mailing, filed that person’s name and address with the Trustee for that purpose and each Holder whose name and address have been furnished to the Trustee pursuant to Section 2.5, a brief report dated as of that November 30 which complies with TIA Section 313(a). The Trustee also will comply with TIA Section 313(b).

A copy of each report will at the time of its mailing to Holders be filed with each stock exchange on which the Notes are listed and also with the SEC. The Company will promptly notify the Trustee when the Notes are listed on, or delisted from, any stock exchange and of any delisting of the Notes.

 

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Section 7.7. Compensation and Indemnity. The Company will pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or disbursements and advances made by it, including costs of collection, in addition to the compensation for its services. Those expenses will include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company will indemnify the Trustee against any and all loss, claim, damage, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of the trust created by this Indenture and the performance of its duties under this Indenture. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations under this Section. The Company will defend the claim and the Trustee may have separate counsel and the Company will pay the fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which shall not be unreasonably withheld or delayed. The Company need not reimburse any expense or indemnify against any loss, expense or liability incurred by the Trustee to the extent it is due to the Trustee’s own willful misconduct, negligence or bad faith.

To secure the Company’s obligation to make payments to the Trustee under this Section 7.7, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, other than money or property held in trust to pay principal or interest on the Notes. Those obligations of the Company will survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.1 occurs, the expenses and the compensation for the services of the Trustee are intended to constitute expenses of administration under any Bankruptcy Law.

For purposes of this Section 7.7, “Trustee” will include any predecessor Trustee, but the willful misconduct, negligence or bad faith of any Trustee will not affect the rights of any other Trustee under this Section 7.7.

The provisions of this Section 7.7 shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Section 7.8. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company and may appoint a successor Trustee. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

 

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If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

No removal or appointment of a Trustee will be valid if that removal or appointment would conflict with any law applicable to the Company.

A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee will, subject to the lien provided for in Section 7.7, transfer all property held by it as a Trustee to the successor Trustee, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee will mail notice of its succession to each Holder.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Company), the Company or the Holders of a majority in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.7 will continue for the benefit of the retiring Trustee.

Section 7.9. Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another Person, the resulting, surviving or transferee Person will, without any further act, be the successor Trustee.

If at the time a successor by merger, conversion or consolidation to the Trustee succeeds to the trusts created by this Indenture and any of the Notes have been authenticated but not delivered, the successor to the Trustee may adopt the certificate of authentication of the predecessor Trustee, and deliver the Notes which were authenticated by the predecessor Trustee; and if at that time any of the Notes have not been authenticated, the successor to the Trustee may authenticate those Notes either in the name of the predecessor or in its own name as the successor to the Trustee; and in either case the certificates of authentication will have the full force provided in this Indenture for certificates of authentication.

Section 7.10. Eligibility; Disqualification. The Trustee will at all times satisfy the requirements of TIA Section 310(a). The Trustee will at all times have a combined capital and surplus of at least $50 million as set forth in its most recently published annual report of condition, which will be deemed for this paragraph to be its combined capital and surplus. The Trustee will comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9).

 

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Section 7.11. Preferential Collection of Claims. The Trustee will comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed will be subject to TIA Section 311(a) to the extent indicated.

ARTICLE VIII.

DISCHARGE OF INDENTURE

Section 8.1. Termination of the Company’s Obligations. When (1) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Section 8.2. Application of Trust Money. Subject to Section 8.4, the Trustee will hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.1. It will apply the deposited money and the money from the U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of, premium, if any, and interest, if any, on the Notes with regard to which the money or U.S. Government Obligations were deposited.

Section 8.3. Officers’ Certificate; Opinion of Counsel. Upon any application or demand by the Company to the Trustee to take any action under Section 8.1, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

 

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Each such Officers’ Certificate and Opinion of Counsel provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant pursuant to the previous paragraph shall comply with the provisions of Section 11.5.

Section 8.4. Repayment to the Company. The Trustee and the Paying Agent will promptly pay to the Company upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent will pay to the Company upon request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years. After such payment, all liability of the Trustee and the Paying Agent with respect to that money will cease.

Section 8.5. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 8.2 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture shall be revived and reinstated with respect to the Notes as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.2; provided, however, that if the Company makes any payment of principal amount or Redemption Price of or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX.

MODIFICATION OF THE INDENTURE

Section 9.1. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or consent of any Holder:

(1) to cure any ambiguity, defect or inconsistency that does not adversely affect the rights of any Holder;

(2) to make any change that does not adversely affect the rights of any Holder;

(3) to comply with Article 5;

(4) to add to the covenants of the Company further covenants, restrictions or conditions that the Board of Directors and the Trustee shall consider to be for the benefit of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture;

 

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(5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or

(6) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary for this Indenture to comply with the TIA, or under any similar federal statute hereafter enacted.

After an amendment under this Section becomes effective, the Company will mail to the Holders a notice briefly describing the amendment. The failure to give such notice to all Holders, or any defect in a notice, will not impair or affect the validity of an amendment under this Section.

Section 9.2. With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Holder but with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. The Holders of a majority in principal amount of the Notes then outstanding may waive compliance by the Company with any provision of this Indenture or the Notes without notice to any Holder. However, without the consent of the Holder so affected, no amendment, supplement or waiver, including a waiver pursuant to Section 6.4, may:

(1) extend the fixed maturity of any Note or any installment of interest thereon, reduce the principal amount, interest rate, Redemption Price, Repurchase Price or amount due upon acceleration, impair the right of a Holder to institute suit for the payment thereof, change the currency in which the Notes are payable;

(2) reduce the percentage of Notes required to consent to an amendment, supplement or waiver;

(3) release any Guarantor except as provided in Article X hereof; or

(4) make any change in Section 6.2 or Section 6.4 or the second sentence of this Section.

It will not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it will be sufficient if the consent approves the substance of the amendment, supplement or waiver.

Section 9.3. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes will comply with the TIA as then in effect.

Section 9.4. Revocation and Effect of Consents. A consent to an amendment, supplement or waiver by a Holder will bind the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to the Holder’s Note or portion of a Note. For a revocation to be effective, the Trustee must receive notice of the revocation before the date the amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective in accordance with its terms, it will bind every Holder of every Note.

 

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Section 9.5. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of the Notes, the Trustee may require the Holder of a Note to deliver the Holder’s Note to the Trustee, who will place an appropriate notation about the amendment, supplement or waiver on the Note and will return it to the Holder. Alternatively, the Company may, in exchange for the Note, issue, and the Trustee will authenticate, a new Note that reflects the amendment, supplement or waiver.

Section 9.6. Trustee to Sign Amendments, etc. The Trustee will sign any amendment, supplement or waiver authorized pursuant to Article II or this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does adversely affect those rights, liabilities or immunities, the Trustee may but need not sign it. The Company may not sign an amendment or supplement until the amendment or supplement is approved by an appropriate Board Resolution.

In signing such amendment the Trustee shall receive indemnity reasonably satisfactory to it and shall receive, and shall be fully protected in relying upon, in addition to the documents required by Section 11.4, an Officers’ Certificate and an Opinion of Counsel each stating that such amendment is authorized or permitted by this Indenture and the TIA.

ARTICLE X.

GUARANTEE OF NOTES

Section 10.1. Unconditional Guarantee. Except as provided in Section 10.2 or Section 10.4, each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) all amounts due with respect to the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.

Each of the Guarantors hereby agrees that, subject to Section 10.2 and Section 10.4, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof,

 

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any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and each Guarantee. Each Guarantee is a guarantee of payment and not of collection. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article X, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of each Guarantee.

No director, officer, employee, incorporator, stockholder or partner, as such, past, present or future, of any Guarantor, as such, shall have any personal liability under any Guarantee by reason of his, her or its status as such director, officer, employee, incorporator, stockholder or partner.

Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Section 10.2. Limitations on Guarantees; Release or Suspension of Particular Guarantors’ Obligations. The obligations of each Guarantor under its Guarantee will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantors in respect of the obligations of such other Guarantors under their Guarantees or pursuant to their contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Additionally, if any Guarantor is released from its Guarantee (rather than a suspension of its Guarantee) of the outstanding Indebtedness of the Company or the obligations of any Restricted Subsidiary as a guarantor of the Company’s Indebtedness, such Guarantor shall be automatically released from its obligations as Guarantor, and from and after such date, such Guarantor shall cease to constitute a Guarantor and a Restricted Subsidiary.

The obligations of a Guarantor will be automatically suspended, and such Guarantor shall not constitute a guarantor and shall not have any obligations with regard to the Notes, during any period when the principal amount of the Company’s obligations and any Subsidiary’s obligations as a guarantor of the Company’s obligations (without duplication), in each case other than the Notes and other Indebtedness containing provisions similar to this, that the Guarantor is guaranteeing total less than $75 million.

 

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Section 10.3. Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 10.1, each Guarantor hereby agrees to execute and deliver to the Trustee a Guarantee in substantially the form of Exhibit F hereto. Such Guarantee shall be executed on behalf of each Guarantor by either manual or facsimile signature of an officer or agent of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any Note or Notes.

If an officer or agent of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates a Note to which such Guarantee relates or at any time thereafter, such Guarantor’s Guarantee of such Note shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor.

Section 10.4. Release of a Guarantor due to Extraordinary Events. If no Default exists or would exist under this Indenture, upon the sale or disposition of all or substantially all of the assets of a Guarantor, or all of the Capital Stock of a Guarantor (including by consolidation, merger, issuance or otherwise), by the Company or a Subsidiary of the Company, or upon the consolidation or merger of a Guarantor with or into any Person (in each case, other than to the Company or an Affiliate of the Company or a Subsidiary), or if any Guarantor is dissolved or liquidated, such Guarantor and each Subsidiary of such Guarantor that is also a Guarantor, or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor), shall be deemed automatically and unconditionally released and discharged from all of its obligations under this Article X without any further action required on the part of the Trustee or any Holder.

The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee of the Notes under this Article X.

Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 10.5. Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under its Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including,

 

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without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.5 is knowingly made in contemplation of such benefits.

Section 10.6. No Set-Off. Each payment to be made by a Guarantor hereunder in respect of the Obligations shall be payable in the currency or currencies in which such Obligations are denominated, and shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.7. Obligations Absolute. The obligations of each Guarantor hereunder are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by each Guarantor hereunder which may not be recoverable from such Guarantor on the basis of a Guarantee shall be recoverable from such Guarantor as a primary obligor and principal debtor in respect thereof.

Section 10.8. Obligations Continuing. Except as provided in Section 10.2 or Section 10.4, the obligations of each Guarantor hereunder shall be continuing and shall remain in full force and effect until all the obligations have been paid and satisfied in full. Each Guarantor agrees with the Trustee that it will from time to time deliver to the Trustee suitable acknowledgments of its continued liability hereunder and under any other instrument or instruments in such form as counsel to the Trustee may advise and as will prevent any action brought against it in respect of any default hereunder being barred by any statute of limitations now or hereafter in force and, in the event of the failure of a Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and agent of such Guarantor to make, execute and deliver such written acknowledgment or acknowledgments or other instruments as may from time to time become necessary or advisable, in the judgment of the Trustee on the advice of counsel, to fully maintain and keep in force the liability of such Guarantor hereunder.

Section 10.9. Obligations Not Reduced. Except as otherwise provided in Sections 10.2 and 10.4, the obligations of each Guarantor hereunder shall not be satisfied, reduced or discharged except solely by the payment of such principal, premium, if any, interest, fees and other monies or amounts as may at any time prior to discharge of this Indenture pursuant to Article VIII be or become owing or payable under or by virtue of or otherwise in connection with the Notes or this Indenture.

 

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Section 10.10. Obligations Reinstated. The Obligations of each Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of any Guarantor hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of a Guarantor) is rescinded or reclaimed from the Trustee or any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor or otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by each Guarantor as provided herein.

Section 10.11. Obligations Not Affected. Except as otherwise provided in Sections 10.2 and 10.4, the Obligations of each Guarantor hereunder shall not be affected, impaired or diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation:

(a) any limitation of status or power, disability, incapacity or other circumstance relating to the Company or any other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting the Company or any other Person;

(b) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Company or any other Person under this Indenture, the Notes or any other document or instrument;

(c) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Notes, or to give notice thereof to a Guarantor;

(d) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy;

(e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(f) any change in the time, manner or place of payment of, or in any other term of, any of the Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or this Indenture, including, without limitation, any increase or decrease in any amount due with respect to any of the Notes;

(g) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or a Guarantor;

 

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(h) any merger or amalgamation of the Company or a Guarantor with any Person or Persons;

(i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of a Guarantor under its Guarantee; and

(j) any other circumstance (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

Section 10.12. Waiver. Without in any way limiting the provisions of Section 10.1 hereof, each Guarantor hereby waives notice of acceptance hereof, notice of any liability of any Guarantor hereunder, notice or proof of reliance by the Holders upon the obligations of any Guarantor hereunder, and diligence, presentment, demand for payment on the Company, protest, notice of dishonor or non-payment of any of the Obligations, or other notice or formalities to the Company or any Guarantor of any kind whatsoever.

Section 10.13. No Obligation to Take Action Against the Company. Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Obligations or against the Company or any other Person or any Property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and Obligations under their Guarantees or under this Indenture.

Section 10.14. Dealing with the Company and Others. The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of any Guarantor hereunder and without the consent of or notice to any Guarantor, may:

(a) grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(b) take or abstain from taking security or collateral from the Company or from perfecting security or collateral of the Company;

(c) release, discharge, compromise, realize, enforce or otherwise deal with or do any act or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Company or any third party with respect to the obligations or matters contemplated by this Indenture or the Notes;

(d) accept compromises or arrangements from the Company;

(e) apply all monies at any time received from the Company or from any security upon such part of the Obligations as the Holders may see fit or change any such application in whole or in part from time to time as the Holders may see fit; and

(f) otherwise deal with, or waive or modify their right to deal with, the Company and all other Persons and any security as the Holders or the Trustee may see fit.

 

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Section 10.15. Default and Enforcement. If any Guarantor fails to pay in accordance with Section 10.1 hereof, the Trustee may proceed in its name as trustee hereunder in the enforcement of the Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such Guarantor the Obligations.

Section 10.16. Amendment, etc. No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective or affect the Obligation of any other Guarantor unless it is signed by such Guarantor and the Trustee.

Section 10.17. Acknowledgment. Each Guarantor hereby acknowledges communication of the terms of this Indenture and the Notes and consents to and approves of the same.

Section 10.18. Costs and Expenses. Each Guarantor shall pay on demand by the Trustee any and all costs, fees and expenses (including, without limitation, legal fees) incurred by the Trustee, its agents, advisors and counsel or any of the Holders in enforcing any of their rights under any Guarantee.

Section 10.19. No Merger or Waiver; Cumulative Remedies. No Guarantee shall operate by way of merger of any of the obligations of a Guarantor under any other agreement, including, without limitation, this Indenture. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under the Notes or the Guarantees, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under this Indenture or the Notes or the Guarantees preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges in the Guarantee and under this Indenture, the Notes and any other document or instrument between a Guarantor and/or the Company and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 10.20. Survival of Obligations. Without prejudice to the survival of any of the other obligations of each Guarantor hereunder, the obligations of each Guarantor under Section 10.1 shall survive until the indefeasible payment in full of the Obligations and shall be enforceable against such Guarantor without regard to and without giving effect to any defense, right of offset or counterclaim available to or which may be asserted by the Company or any Guarantor.

Section 10.21. Guarantee in Addition to Other Obligations. The obligations of each Guarantor under its Guarantee and this Indenture are in addition to and not in substitution for any other obligations to the Trustee or to any of the Holders in relation to this Indenture or the Notes and any guarantees or security at any time held by or for the benefit of any of them.

 

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Section 10.22. Severability. Any provision of this Article X which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the basic intent, spirit and purpose of this Indenture and this Article X.

Section 10.23. Successors and Assigns. Each Guarantee shall be binding upon and inure to the benefit of each Guarantor and the Trustee and the Holders and their respective successors and permitted assigns, except that no Guarantor may assign any of its Obligations hereunder or thereunder.

Section 10.24. Acknowledgement under TIA. Each Guarantor acknowledges that, by virtue of its Guarantee, it is becoming an “obligor” on indenture securities under the TIA.

ARTICLE XI.

MISCELLANEOUS

Section 11.1. TIA Controls.

If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control; provided, however, that this Section 11.1 shall not of itself require that this Indenture or the Trustee be qualified under the TIA or constitute any admission or acknowledgment by any party hereto that any such qualification is required prior to the time this Indenture and the Trustee are required by the TIA to be so qualified.

Section 11.2. Notices.

Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by facsimile, by telecopier or overnight courier guaranteeing next-day delivery or registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

if to the Company or the Guarantors:

Lennar Corporation

700 N.W. 107th Avenue

Miami, Florida 33172

Attention: General Counsel

Facsimile: (305) 229-6650

with a copy to:

K&L Gates LLP

599 Lexington Avenue

New York, NY 10022

Attention: David W. Bernstein

Facsimile: (212) 536-3901

 

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if to the Trustee:

The Bank of New York Mellon Trust Company, N.A.

10161 Centurion Parkway North

2nd Floor

Jacksonville, FL 32256

Attention: Corporate Trust Administration

Each of the Company and the Trustee by written notice to the other may designate additional or different addresses for notices to such Person. Any notice or communication to the Company or the Trustee shall be deemed to have been given or made as of the date so delivered if hand delivered; when answered back, if telexed; when receipt is acknowledged, if faxed; and five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).

Any notice or communication mailed to a Holder shall be mailed by first class mail, certified or registered return receipt requested, or by overnight courier guaranteeing next day delivery to its address as it appears on the registration books of the Registrar; provided that notices given to Holders holding Notes in book-entry form may be given through the facilities of the Depositary or any successor depository. Any notice or communication shall be mailed to any Person as described in TIA Section 313(c), to the extent required by the TIA.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 11.3. Electronic Instructions/Directions. The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If a party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

 

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Section 11.4. Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c).

Section 11.5. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

 

  (1) an Officers’ Certificate, in form and substance satisfactory to the Trustee, stating that, in the opinion of the signers, all conditions precedent to be performed, if any, provided for in this Indenture relating to the proposed action have been complied with; and

 

  (2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent to be performed, if any, provided for in this Indenture relating to the proposed action have been complied with (which counsel, as to factual matters, may rely on an Officers’ Certificate).

Section 11.6. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than the Officers’ Certificate required by Section 4.4, shall include:

 

  (1) a statement that the Person making such certificate or opinion has read such covenant or condition;

 

  (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

 

  (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 

  (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 11.7. Rules by Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules in accordance with the Trustee’s customary practices for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

 

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Section 11.8. Legal Holidays.

If any payment date is due on a day other than a Business Day, such payment may be made on the next succeeding Business Day with the same force and effect as if made on the date that the relevant payment was due, and no interest shall accrue for the intervening period.

Section 11.9. Governing Law.

THIS INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE OR THE NOTES, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS RULES THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York sitting in the County of New York, or of the United States of America for the Southern District of New York in any action or proceeding arising out of or relating to this Indenture.

Section 11.10. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 11.11. No Personal Liability.

No director, officer, employee, incorporator, stockholder or partner, as such, past, present or future, of the Company, any of its successor corporations or any Subsidiary of the foregoing shall have any liability for any Obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

Section 11.12. Successors. All agreements of the Company in this Indenture and the Notes shall bind their successors and permitted assigns. All agreements of the Trustee in this Indenture shall bind its successors and permitted assigns.

Section 11.13. Duplicate Originals. All parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

Section 11.14. Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

 

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Section 11.15. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 11.16. Severability. In case any one or more of the provisions in this Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties to this Indenture have caused it to be duly executed as of the day and year first above written.

 

LENNAR CORPORATION
By:   /s/ Bruce Gross
  Name: Bruce Gross
 

Title:   Vice President and

            Chief Financial Officer

 

Authorized signatory for each of the Guarantors

listed on Schedule I hereto

By:   /s/ Mark Sustana
  Name: Mark Sustana
  Title: Secretary

 

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee

By:   /s/ Lawrence Dillard
  Name: Lawrence Dillard
  Title: Vice President

[Signature Page to Indenture]

EXHIBIT A

[FORM OF SERIES A NOTE]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT), (IV) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE U.S., AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

[THE FOREGOING LEGEND MAY BE REMOVED FROM THE SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.]

 

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CUSIP No.: [•]

LENNAR CORPORATION

4.125% SENIOR NOTES DUE 2018, SERIES A

 

No. [•]   $[•]

Interest Rate: 4.125% per annum

Interest Payment Dates: March 15 and September 15, commencing September 15, 2013

Record Dates: March 1 and September 1

LENNAR CORPORATION, a Delaware corporation (the “Company,” which term includes any successor entities), for value received, promises to pay to                      or registered assigns, on December 1, 2018 (the “Maturity Date”), the principal amount of                      Dollars ($            ), together with interest thereon as hereinafter provided.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

 

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IN WITNESS WHEREOF, Lennar Corporation has caused this instrument to be signed manually or by facsimile by its duly authorized officer.

 

LENNAR CORPORATION
By:    
  Name:
  Title:

Dated: _____________________

 

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TRUSTEE’S CERTIFICATE OF

    AUTHENTICATION

This is one of the Notes described in

the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee

By:    
  Authorized Signatory

Dated: _____________________

 

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(REVERSE OF SECURITY)

4.125% Senior Note due 2018, Series A

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Indenture relating to the Notes, dated as of February 4, 2013 (as amended from time to time, the “Indenture”), by and among Lennar Corporation, a Delaware corporation (the “Company”), the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

1. INTEREST

The Company promises to pay interest on the principal amount of this Note at the rate per annum set forth above. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. The Company shall pay interest semi-annually in arrears on each Interest Payment Date, commencing as of the Interest Payment Date referred to above, on the Maturity Date and upon redemption. Interest will be computed on the basis of a 360-day year of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed.

Payments of the Redemption Price, Change of Control Payment, principal and interest that are not made when due will accrue interest per annum at the rate of interest borne by the Notes, plus one percent, from and including, the relevant payment date to, but excluding, the date on which such defaulted amounts shall have been paid by the Company in accordance with the Indenture.

2. METHOD OF PAYMENT

Subject to the terms and conditions of the Indenture, the Company shall (a) pay interest on the Notes (except defaulted interest) to the Persons who are the registered Holders of Notes at the close of business on the Record Date immediately preceding the Interest Payment Date even if the Notes are canceled, transferred or exchanged after such Record Date, and (b) make all other payments in respect of the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day preceding the Redemption Date or Maturity, as the case may be. Holders must surrender Notes to a Paying Agent to collect such payments in respect of the Notes referred to in clause (b) of the preceding sentence. The Company shall pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make the cash payments by check payable in such money.

3. PAYING AGENT, AND REGISTRAR

Initially, The Bank of New York Mellon Trust Company, N.A., a national banking association, shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-registrar.

 

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4. INDENTURE

The Company issued the Notes under the Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 4.125% Senior Notes due 2018, Series A (the “Initial Notes”). The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes, as defined below, issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. The Notes are general unsecured obligations of the Company. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms.

5. REDEMPTION AT THE OPTION OF THE COMPANY

No sinking fund is provided for the Notes. The Notes are redeemable as a whole, or in part, at any time and from time to time at the option of the Company. If the Company elects to redeem the Notes more than 60 days prior to the Maturity Date, the Redemption Price shall be equal to the greater of: (a) 100% of their principal amount; and (b) the present value of the Remaining Scheduled Payments on the Notes being redeemed on the Redemption Date, discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate plus 50 basis points (0.50%). If the Company elects to redeem the Notes on or after the date that is 60 days prior to the Maturity Date, the Redemption Price shall be equal to 100% of their principal amount. In either case, the Company will also pay accrued interest on the principal amount of the Notes to be redeemed up to, but not including, the Redemption Date.

6. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

Notice of redemption at the option of the Company shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at the Holder’s registered address. If money sufficient to pay the Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date, together with all interest thereon accrued to but not including the Redemption Date, is deposited with the Paying Agent prior to or on the Redemption Date, interest ceases to accrue on such Notes or portions thereof beginning on such Redemption Date. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000.

7. REGISTRATION RIGHTS

Pursuant to the Registration Rights Agreement, the Company will be obligated to consummate an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note for the Company’s 4.125% Senior Notes due 2018, Series B (the “Unrestricted Notes”), which will be registered under the Securities Act, in like principal amount and having terms identical in all material respects as the Initial Notes. The Holders of the Initial Notes shall be entitled to receive certain additional interest payments in the event such exchange offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.

 

A-6

8. DENOMINATIONS; TRANSFER; EXCHANGE

The Notes are in registered form, without coupons, in denominations of $1,000 and integral multiplies of $1,000. A Holder may transfer Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any governmental taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before any selection of Notes to be redeemed.

9. PERSONS DEEMED OWNERS

The registered Holder of this Note may be treated as the owner of this Note for all purposes.

10. UNCLAIMED MONEY OR PROPERTY

The Trustee and the Paying Agent shall return to the Company upon written request any money or property held by them for the payment of any amount with respect to the Notes that remains unclaimed for two years; provided, however, that the Trustee or such Paying Agent, before being required to make any such return, shall at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each such Holder notice that such money or property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed money or property then remaining shall be returned to the Company. After return to the Company, Holders entitled to the money or property must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person, and all liability of the Trustee and Paying Agent with respect to the money or property will cease.

11. AMENDMENT; WAIVER

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding and (ii) certain defaults or noncompliance with certain provisions may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or inconsistency, to make any change that does not adversely affect the right of any Holder, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets, to evidence the succession of another corporation to the Company (or successive successions) and the assumption by the successor corporation of the covenants, agreements and obligations of the

 

A-7

Company, to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture, to evidence and provide for the acceptance of appointment hereunder of a successor Trustee with respect to the Notes, or to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary for the Indenture to comply with the TIA, or under any similar federal statute hereafter enacted.

12. DEFAULTS AND REMEDIES

Under the Indenture, Events of Default include (i) a default by the Company in the payment of any interest which continues for more than 30 days after the due date, (ii) a default by the Company in the payment of any principal or Redemption Price or Repurchase Price due with respect to the Notes; (iii) a default by the Company or any Restricted Subsidiary with respect to its obligation to pay Indebtedness for money borrowed by the Company or a Restricted Subsidiary (other than Non-Recourse Indebtedness), which default shall have resulted in the acceleration of, or be a failure to pay at final maturity, Indebtedness aggregating more than $50 million; (iv) a failure to perform any other covenant or warranty of the Company herein and in the Indenture, which continues for 30 days after written notice; (v) final judgments or orders are rendered against the Company or any Restricted Subsidiary which require the payment by the Company or any Restricted Subsidiary of an amount (to the extent not covered by insurance) in excess of $50 million and such judgments or orders remain unstayed or unsatisfied for more than 60 days and are not being contested in good faith by appropriate proceedings; (vi) the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), pursuant to any Bankruptcy Law applicable to the Company or such Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary): (A) commences a voluntary case; (B) consents to the entry of an order for relief against it or them in an involuntary case against it or them; (C) consents to the appointment of a Custodian of it or them or for any substantial part of its or their property; or (D) makes a general assignment for the benefit of its or their creditors; or (vii) a court of competent jurisdiction enters an order or decree under any applicable Bankruptcy Law: (A) for relief in an involuntary case against the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary); (B) appointing a Custodian of the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) or for any substantial part of its or their respective property; or (C) ordering the winding up or liquidation of the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary); and the order or decree remains unstayed and in effect for 90 days. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, may declare the outstanding principal of the Notes and any accrued and unpaid interest through the date of such declaration on all of the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default which shall result in the outstanding principal amount of all Notes being declared due and payable immediately upon the occurrence of such Events of Default.

 

A-8

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture and the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, conditions and exceptions, Holders of a majority in aggregate principal amount of the Notes at the time outstanding may direct the Trustee in its exercise of any trust or power, including the annulment of a declaration of acceleration. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of amounts specified in clauses (i) and (ii) above) if it determines that withholding notice is in their interests.

13. TRUSTEE DEALINGS WITH THE COMPANY

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

14. NO RECOURSE AGAINST OTHERS

A director, officer, employee, incorporator, stockholder or partner, as such, of the Company, any of the Company’s successor corporations or any Subsidiary of the foregoing shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

15. GUARANTEES

This Note will be entitled to the benefits of certain Guarantees, if any, made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

16. RANKING

The Notes shall be direct, unsecured obligations of the Company and shall rank pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Company. The Guarantees shall be direct, unsecured obligations of the Guarantors and shall rank pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Guarantors.

17. AUTHENTICATION

This Note shall not be valid until an authorized officer of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Note.

 

A-9

18. ABBREVIATIONS

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19. GOVERNING LAW

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS NOTE.

20. CHANGE OF CONTROL

If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes by notifying the Holders to that effect as described above, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth below. In a Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date that notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

On each Change of Control Payment Date, the Company shall, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered, and deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.

The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer.

 

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The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions herein, the Company will comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions herein and in the Indenture by virtue of any such conflict.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:

Lennar Corporation

700 N.W. 107th Avenue

Miami, Florida 33172

Attn: General Counsel

 

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ASSIGNMENT FORM

If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed:

 

I or we assign and transfer this Note to:

   
    
    
    
(Print or type name, address and zip code and social security or tax ID number of assignee)   

and irrevocably appoint _____________________, agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Dated: ______________

Signed:    

(Sign exactly as your name appears

on the other side of this Note)

Signature Guarantee: ________________________

Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.

In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) the later of (x) the first anniversary of the Issue Date and (y) if the Note constitutes a Restricted Security and any Initial Notes are issued after the Issue Date pursuant to Section 2.2 of the Indenture, the last day of the period of any resale restrictions imposed on such additional Initial Notes issued pursuant to Section 2.2 of the Indenture (provided, however, that neither the Company nor any affiliate of the Company has held any beneficial interest in such Note, or portion thereof, or any predecessor security at any time on or prior to such date), the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer:

[Check One]

 

(1)___ to the Company or a Subsidiary thereof; or

 

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(2)___ pursuant to and in compliance with Rule 144A under the Securities Act; or

 

(3)___ to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or

 

(4)___ outside the United States to a “foreign person” in compliance with Rule 904 of Regulation S under the Securities Act; or

 

(5)___ pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or

 

(6)___ pursuant to an effective registration statement under the Securities Act; or

 

(7)___ pursuant to another available exemption from the registration requirements of the Securities Act.

and unless the box below is checked, the undersigned confirms that such Note is not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”):

¨ The transferee is an Affiliate of the Company.

Unless one of the items is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, in their sole discretion, such written legal opinions, certifications (including an investment letter in the case of box (3) or (4) and other information as the Trustee or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.17 of the Indenture shall have been satisfied.

 

Dated:   ___________________________     Signed:   ___________________________
     

(Sign exactly as your name appears

on the other side of this Note)

Signature Guarantee: ___________________________

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

 

A-13

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

 

Dated:___________________________        
     

NOTICE:   To be executed by

          an executive officer

     

 

A-14

EXHIBIT B

[FORM OF SERIES B NOTE]

CUSIP No.: [•]

LENNAR CORPORATION

4.125% SENIOR NOTES DUE 2018

SERIES B

 

No. [•]    $[•]

Interest Rate: 4.125% per annum

Interest Payment Dates: March 15 and September 15, commencing September 15, 2013

Record Dates: March 1 and September 1

LENNAR CORPORATION, a Delaware corporation (the “Company,” which term includes any successor entities), for value received, promises to pay to                      or registered assigns, on December 1, 2018 (the “Maturity Date”), the principal amount of                      Dollars ($            ), together with interest thereon as hereinafter provided.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

 

B-1

IN WITNESS WHEREOF, Lennar Corporation has caused this instrument to be signed manually or by facsimile by its duly authorized officers.

 

LENNAR CORPORATION
By:    
  Name:
  Title:

Dated: _____________________

 

B-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in

the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee

By:    
  Authorized Signatory

Dated: _____________________

 

B-3

(REVERSE OF SECURITY)

4.125% Senior Note due 2018, Series B

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Indenture relating to the Notes, dated as of February 4, 2013 (as amended from time to time, the “Indenture”), by and among Lennar Corporation, a Delaware corporation (the “Company”), the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

1. INTEREST

The Company promises to pay interest on the principal amount of this Note at the rate per annum set forth above. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. The Company shall pay interest semi-annually in arrears on each Interest Payment Date, commencing as of the Interest Payment Date referred to above, on the Maturity Date and upon redemption. Interest will be computed on the basis of a 360-day year of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed.

Payments of the Redemption Price, Change of Control Payment, principal and interest that are not made when due will accrue interest per annum at the rate of interest borne by the Notes, plus one percent, from and including, the relevant payment date to, but excluding, the date on which such defaulted amounts shall have been paid by the Company in accordance with the Indenture.

2. METHOD OF PAYMENT

Subject to the terms and conditions of the Indenture, the Company shall (a) pay interest on the Notes (except defaulted interest) to the Persons who are the registered Holders of Notes at the close of business on the Record Date immediately preceding the Interest Payment Date even if the Notes are canceled transferred or exchanged after such Record Date, and (b) make all other payments in respect of the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day preceding the Redemption Date or the Maturity Date, as the case may be. Holders must surrender Notes to a Paying Agent to collect such payments in respect of the Notes referred to in clause (b) of the preceding sentence. The Company shall pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make the cash payments by check payable in such money.

3. PAYING AGENT, AND REGISTRAR

Initially, The Bank of New York Mellon Trust Company, N.A., a national banking association, shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-registrar.

 

B-4

4. INDENTURE

The Company issued the Notes under the Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 4.125% Senior Notes due 2018, Series B (the “Unrestricted Notes”). The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes, issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. The Notes are general unsecured obligations of the Company. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms.

5. REDEMPTION AT THE OPTION OF THE COMPANY

No sinking fund is provided for the Notes. The Notes are redeemable as a whole, or in part, at any time and from time to time at the option of the Company. If the Company elects to redeem the Notes more than 60 days prior to the Maturity Date, the Redemption Price shall be equal to the greater of: (a) 100% of their principal amount; and (b) the present value of the Remaining Scheduled Payments on the Notes being redeemed on the Redemption Date, discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate plus 50 basis points (0.50%). If the Company elects to redeem the Notes on or after the date that is 60 days prior to the Maturity Date, the Redemption Price shall be equal to 100% of their principal amount. In either case, the Company will also pay accrued interest on the principal amount of the Notes to be redeemed up to, but not including, the Redemption Date.

6. NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

Notice of redemption at the option of the Company shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at the Holder’s registered address. If money sufficient to pay the Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date, together with all interest thereon accrued to but not including the Redemption Date, is deposited with the Paying Agent prior to or on the Redemption Date, interest ceases to accrue on such Notes or portions thereof beginning on such Redemption Date. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000.

7. DENOMINATIONS; TRANSFER; EXCHANGE

The Notes are in registered form, without coupons, in denominations of $1,000 and integral multiplies of $1,000. A Holder may transfer Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any governmental taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before any selection of Notes to be redeemed.

 

B-5

8. PERSONS DEEMED OWNERS

The registered Holder of this Note may be treated as the owner of this Note for all purposes.

9. UNCLAIMED MONEY OR PROPERTY

The Trustee and the Paying Agent shall return to the Company upon written request any money or property held by them for the payment of any amount with respect to the Notes that remains unclaimed for two years; provided, however, that the Trustee or such Paying Agent, before being required to make any such return, shall at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each such Holder notice that such money or property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed money or property then remaining shall be returned to the Company. After return to the Company, Holders entitled to the money or property must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person, and all liability of the Trustee and Paying Agent with respect to the money or property will cease.

10. AMENDMENT; WAIVER

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding and (ii) certain defaults or noncompliance with certain provisions may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or inconsistency, to make any change that does not adversely affect the right of any Holder, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets, to evidence the succession of another corporation to the Company (or successive successions) and the assumption by the successor corporation of the covenants, agreements and obligations of the Company, to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture, to evidence and provide for the acceptance of appointment hereunder of a successor Trustee with respect to the Notes, or to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary for the Indenture to comply with the TIA, or under any similar federal statute hereafter enacted.

 

B-6

11. DEFAULTS AND REMEDIES

Under the Indenture, Events of Default include (i) a default by the Company in the payment of any interest which continues for more than 30 days after the due date, (ii) a default by the Company in the payment of any principal or Redemption Price or Repurchase Price due with respect to the Notes; (iii) a default by the Company or any Restricted Subsidiary with respect to its obligation to pay Indebtedness for money borrowed by the Company or a Restricted Subsidiary (other than Non-Recourse Indebtedness), which default shall have resulted in the acceleration of, or be a failure to pay at final maturity, Indebtedness aggregating more than $50 million; (iv) a failure to perform any other covenant or warranty of the Company herein and in the Indenture, which continues for 30 days after written notice; (v) final judgments or orders are rendered against the Company or any Restricted Subsidiary which require the payment by the Company or any Restricted Subsidiary of an amount (to the extent not covered by insurance) in excess of $50 million and such judgments or orders remain unstayed or unsatisfied for more than 60 days and are not being contested in good faith by appropriate proceedings; (vi) the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), pursuant to any Bankruptcy Law applicable to the Company or such Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary): (A) commences a voluntary case; (B) consents to the entry of an order for relief against it or them in an involuntary case against it or them; (C) consents to the appointment of a Custodian of it or them or for any substantial part of its or their property; or (D) makes a general assignment for the benefit of its or their creditors; or (vii) a court of competent jurisdiction enters an order or decree under any applicable Bankruptcy Law: (A) for relief in an involuntary case against the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary); (B) appointing a Custodian of the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) or for any substantial part of its or their respective property; or (C) ordering the winding up or liquidation of the Company or any Significant Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary); and the order or decree remains unstayed and in effect for 90 days. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, may declare the outstanding principal of the Notes and any accrued and unpaid interest through the date of such declaration on all of the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default which shall result in the outstanding principal amount of all Notes being declared due and payable immediately upon the occurrence of such Events of Default.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture and the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, conditions and exceptions, Holders of a majority in aggregate principal amount of the Notes at the time outstanding may direct the Trustee in its exercise of any trust or power, including the annulment of a declaration of acceleration. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of amounts specified in clauses (i) and (ii) above) if it determines that withholding notice is in their interests.

 

B-7

12. TRUSTEE DEALINGS WITH THE COMPANY

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

13. NO RECOURSE AGAINST OTHERS

A director, officer, employee, incorporator, stockholder or partner, as such, of the Company, any of the Company’s successor corporations or any Subsidiary of the foregoing shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

14. GUARANTEES

This Note will be entitled to the benefits of certain Guarantees, if any, made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

15. RANKING

The Notes shall be direct, unsecured obligations of the Company and shall rank pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Company. The Guarantees shall be direct, unsecured obligations of the Guarantors and shall rank pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Guarantors.

16. AUTHENTICATION

This Note shall not be valid until an authorized officer of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Note.

17. ABBREVIATIONS

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

18. GOVERNING LAW

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS NOTE.

 

B-8

19. CHANGE OF CONTROL

If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem those Notes by notifying the Holders to that effect as described above, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to one thousand U.S. dollars ($1,000) or integral multiples of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth below. In a Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date that notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

On each Change of Control Payment Date, the Company shall, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer, deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered, and deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.

The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions herein, the Company will comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions herein and in the Indenture by virtue of any such conflict.

 

B-9

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:

Lennar Corporation

700 N.W. 107th Avenue

Miami, Florida 33172

Attn: General Counsel

 

B-10

ASSIGNMENT FORM

If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Note to:

       
       
       
  

(Print or type name, address and zip code and social security

                            or tax ID number of assignee)

and irrevocably appoint                                                      , agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 

Dated:                               Signed:     
   

(Sign exactly as your name appears

on the other side of this Note)

Signature Guarantee:                                                       

Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.

 

B-11

EXHIBIT C

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. REPRESENTATIVE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.17 OF THE INDENTURE.

 

C-1

EXHIBIT D

Form of Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors

[Date]

Ladies and Gentlemen:

In connection with our proposed purchase of 4.125% Senior Notes due 2018, Series A (the “Notes”) of Lennar Corporation (“the Company”), we confirm that:

1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the indenture relating to the Notes (the “Indenture”) and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”), and all applicable State securities laws.

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act or any other applicable securities law, and that the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Notes, we will do so only (i) to the Company or any subsidiary thereof, (ii) inside the United States in accordance with Rule 144A under the Securities Act to a person who we reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act), (iii) inside the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Notes (the form of which letter can be obtained from the Trustee), (iv) outside the United States in accordance with Rule 904 of Regulation S promulgated under the Securities Act, (v) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), or (vi) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein.

3. We understand that, on any proposed resale of any Notes, we will be required to furnish to the Trustee and the Company such certification, legal opinions and other information as the Trustee and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

 

D-1

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment, as the case may be.

5. We are acquiring the Notes purchased by us for our account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

6. We have received a copy of the Company’s Offering Memorandum dated January 30, 2013, and acknowledge that we have had access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of the Company and receive answers thereto, as we deem necessary in connection with our decision to purchase the Notes.

You, the Company, the Initial Purchasers and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 

Very truly yours,
[Name of Transferee]
By:     
  Name:
  Title:

 

D-2

EXHIBIT E

Form of Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S

Re: Lennar Corporation (the “Company”) 4.125% Senior Notes, Series A due 2018 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $__________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1) the offer of the Notes was not made to a person in the United States;

(2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States;

(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) we have advised the transferee of the transfer restrictions applicable to the Notes.

You, the Company, the Initial Purchasers and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

 

Very truly yours,
[Name of Transferor]
By:     
  Name:
  Title:

 

E-1

EXHIBIT F

GUARANTEE

For value received, each of the Persons named in Schedule I hereto (collectively, the “Guarantors”) hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holders of the 4.125% Senior Notes due 2018 (the “Notes”) of Lennar Corporation, a Delaware corporation (the “Company”), the cash payments in United States Dollars of any amounts due with respect to the Notes in the amounts and at the times when due and interest on all overdue amounts, to the extent lawful, and the payment or performance of all other obligations of the Company under the Indenture (as defined below) or the Notes, to the Holders and the Trustee (as defined below), all in accordance with and subject to the terms and limitations of the Notes, Article X of the Indenture and this Guarantee. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of February 4, 2013, among the Company, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended or supplemented (the “Indenture”), governing the Company’s issuance of the Notes.

The obligations of each of the Guarantors to the Holders of Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.

THIS GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS RULES THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION. Each of the Guarantors hereto agrees to submit to the jurisdiction of the courts of the State of New York sitting in the County of New York, or of the United States of America for the Southern District of New York in any action or proceeding arising out of or relating to this Guarantee.

This Guarantee is subject to suspension and release upon the terms set forth in the Indenture.

The undersigned acknowledge that this Guarantee is subject to the TIA and each of the undersigned agrees to discharge its duties under the TIA.

 

F-1

IN WITNESS WHEREOF, each of the Guarantors listed on Schedule I hereto has caused this Guarantee to be duly executed.

 

Dated:                                               
   

Authorized signatory for each of the Guarantors

listed on Schedule I hereto

    By:     
      Name:
      Title:

 

F-2

SCHEDULE I

Guarantors

308 Furman, Ltd.

360 Developers, LLC

Ann Arundel Farms, Ltd.

Aquaterra Utilities, Inc.

Asbury Woods L.L.C.

Astoria Options, LLC

Autumn Creek Development, Ltd.

Aylon, LLC

Bainebridge 249, LLC

Bay Colony Expansion 369, Ltd.

Bay River Colony Development, Ltd.

BB Investment Holdings, LLC

BCI Properties, LLC

Bellagio Lennar, LLC

Belle Meade LEN Holdings, LLC

Belle Meade Partners, LLC

BPH I, LLC

Bramalea California, Inc.

Bressi Gardenlane, LLC

Builders LP, Inc.

Cambria L.L.C.

Cary Woods, LLC

Casa Marina Development, LLC

 

Schedule I - 1

Caswell Acquisition Group, LLC

Cedar Lakes II, LLC

Chancellor Place at Hamilton, LLC

Cherrytree II LLC

CL Ventures, LLC

Coco Palm 82, LLC

Colonial Heritage LLC

Concord Station, LLP

Coto de Caza, Ltd., Limited Partnership

Coventry L.L.C.

CPFE, LLC

CP Red Oak Management, LLC

CP Red Oak Partners, Ltd.

Creekside Crossing, L.L.C.

Danville Tassajara Partners, LLC

Darcy-Joliet, LLC

DBJ Holdings, LLC

DTC Holdings of Florida, LLC

Estates Seven, LLC

Evergreen Village LLC

EV, LLC

F&R Florida Homes, LLC

F&R QVI Home Investments USA, LLC

FLORDADE LLC

Fox-Maple Associates, LLC

 

Schedule I - 2

Friendswood Development Company, LLC

Garco Investments, LLC

Greentree Holdings, LLC

Greystone Construction, Inc.

Greystone Homes of Nevada, Inc.

Greystone Homes, Inc.

Greystone Nevada, LLC

Greywall Club L.L.C.

Hammocks Lennar, LLC

Harveston, LLC

Haverford Venture L.L.C.

Haverton L.L.C.

HCC Investors, LLC

Heathcote Commons LLC

Heritage of Auburn Hills, L.L.C.

Hewitts Landing Trustee, LLC

Home Buyer’s Advantage Realty, Inc.

Homecraft Corporation

HTC Golf Club, LLC

Inactive Companies, LLC

Independence L.L.C.

Isles at Bayshore Club, LLC

Lakelands at Easton, L.L.C.

Lakeside Farm, LLC

Largo Park Multifamily Developer, LLC

 

Schedule I - 3

LCD Asante, LLC

Legends Club, LLC

Legends Golf Club, LLC

LEN—Belle Meade, LLC

LEN—CG South, LLC

LEN—Palm Vista, LLC

LEN Paradise Cable, LLC

LEN Paradise Operating, LLC

Len Paradise, LLC

Lencraft, LLC

LENH I, LLC

Len-Hawks Point, LLC

Lennar—BVHP, LLC

Lennar Aircraft I, LLC

Lennar Arizona Construction, Inc.

Lennar Arizona, Inc.

Lennar Associates Management Holding Company

Lennar Associates Management, LLC

Lennar Avenue One, LLC

Lennar Bridges, LLC

Lennar Buffington Colorado Crossing, L.P.

Lennar Buffington Zachary Scott, L.P.

Lennar Carolinas, LLC

Lennar Central Park, LLC

Lennar Central Region Sweep, Inc.

 

Schedule I - 4

Lennar Central Texas, L.P.

Lennar Chicago, Inc.

Lennar Cobra, LLC

Lennar Colorado, LLC

Lennar Colorado Minerals LLC

Lennar Communities Development, Inc.

Lennar Communities Nevada, LLC

Lennar Communities of Chicago L.L.C.

Lennar Communities, Inc.

Lennar Construction, Inc.

Lennar Coto Holdings, L.L.C.

Lennar Developers, Inc.

Lennar Distressed Investments, LLC

Lennar Family of Builders GP, Inc.

Lennar Family of Builders Limited Partnership

Lennar Fresno, Inc.

Lennar Gardens, LLC

Lennar Georgia, Inc.

Lennar Greer Ranch Venture, LLC

Lennar Heritage Fields, LLC

Lennar Hingham Holdings, LLC

Lennar Hingham JV, LLC

Lennar Homes Holding, LLC

Lennar Homes NJ, LLC

Lennar Homes of Arizona, Inc.

 

Schedule I - 5

Lennar Homes of California, Inc.

Lennar Homes of Texas Land and Construction, Ltd.

Lennar Homes of Texas Sales and Marketing, Ltd.

Lennar Homes, LLC

Lennar Illinois Trading Company, LLC

Lennar Imperial Holdings Limited Partnership

Lennar International Holding, LLC

Lennar International, LLC

Lennar Land Partners Sub II, Inc.

Lennar Land Partners Sub, Inc.

Lennar Layton, LLC

Lennar Long Beach Promenade Partners, LLC

Lennar Lytle, LLC

Lennar Mare Island, LLC

Lennar Marina A Funding, LLC

Lennar Massachusetts Properties, Inc.

Lennar Middletown, LLC

Lennar Multifamily Investors, LLC

Lennar New Jersey Properties, Inc.

Lennar New York, LLC

Lennar Northeast Properties LLC

Lennar Northeast Properties, Inc.

Lennar Northwest, Inc.

Lennar Pacific Properties Management, Inc.

Lennar Pacific Properties, Inc.

 

Schedule I - 6

Lennar Pacific, Inc.

Lennar PI Acquisition, LLC

Lennar PI Property Acquisition, LLC

Lennar PIS Management Company, LLC

Lennar PNW, Inc.

Lennar Point, LLC

Lennar Port Imperial South, LLC

Lennar Realty, Inc.

Lennar Renaissance, Inc.

Lennar Reno, LLC

Lennar Riverside West Urban Renewal Company, L.L.C.

Lennar Riverside West, LLC

Lennar Sacramento, Inc.

Lennar Sales Corp.

Lennar San Jose Holdings, Inc.

Lennar/Shadeland, LLC

Lennar Southland I, Inc.

Lennar Southwest Holding Corp.

Lennar Spencer’s Crossing, LLC

Lennar Texas Holding Company

Lennar Trading Company, LP

Lennar Ventures, LLC

Lennar West Valley, LLC

Lennar.com Inc.

Lennar/LNR Camino Palomar, LLC

 

Schedule I - 7

Lennar-Lantana Boatyard, Inc.

LEN-Ryan 1, LLC

Len-Verandahs, LLP

LFS Holding Company, LLC

LH Eastwind, LLC

LH-EH Layton Lakes Estates, LLC

LHI Renaissance, LLC

LMI Fullerton, LLC

LMI Glencoe Dallas, LLC

LMI Las Colinas Station, LLC

LMI Naperville, LLC

LMI Naperville Investor, LLC

LMI Park Central, LLC

LMI Pearl Apartment Homes, LLC

LMICS, LLC

LMI-Contractors, LLC

LMI-Jacksonville Investor, LLC

LMI-JC Developer, LLC

LMI-JC, LLC

LMI-South Kings Development, LLC

LMI-West Seattle, LLC

LNC at Meadowbrook, LLC

LNC at Ravenna, LLC

LNC Communities I, Inc.

LNC Communities II, LLC

 

Schedule I - 8

LNC Communities III, Inc.

LNC Communities IV, LLC

LNC Communities IX, LLC

LNC Communities V, LLC

LNC Communities VI, LLC

LNC Communities VII, LLC

LNC Communities VIII, LLC

LNC Northeast Mortgage, Inc.

LNC Pennsylvania Realty, Inc.

Long Beach Development, LLC

Lori Gardens Associates II, LLC

Lori Gardens Associates III, LLC

Lori Gardens Associates, L.L.C.

Lorton Station, LLC

LW D’Andrea, LLC

Madrona Ridge L.L.C.

Madrona Village L.L.C.

Madrona Village Mews L.L.C.

Majestic Woods, LLC

Marble Mountain Partners, LLC

Mid-County Utilities, Inc.

Mission Viejo 12S Venture, LP

Mission Viejo Holdings, Inc.

Moffett Meadows Partners, LLC

NC Properties I, LLC

 

Schedule I - 9

NC Properties II, LLC

Northbridge L.L.C.

Northeastern Properties LP, Inc.

OHC/Ascot Belle Meade, LLC

One SR, L.P.

Palm Gardens At Doral Clubhouse, LLC

Palm Gardens at Doral, LLC

Palm Vista Preserve, LLC

PD-Len Boca Raton, LLC

PD-Len Delray, LLC

PG Properties Holding, LLC

Pioneer Meadows Development, LLC

Pioneer Meadows Investments, LLC

POMAC, LLC

Prestonfield L.L.C.

Providence Lakes, LLP

PT Metro, LLC

Raintree Village II L.L.C.

Raintree Village, L.L.C.

Renaissance Joint Venture

Reserve @ Pleasant Grove II LLC

Reserve @ Pleasant Grove LLC

Reserve at River Park, LLC

Reserve at South Harrison, LLC

Rivendell Joint Venture

 

Schedule I - 10

Rivenhome Corporation

RMV, LLC

Rutenberg Homes of Texas, Inc.

Rutenberg Homes, Inc. (Florida)

Rye Hill Company, LLC

R-Ranch Development, LLC

R-Ranch Orlando Lender, LLC

S. Florida Construction II, LLC

S. Florida Construction III, LLC

S. Florida Construction, LLC

San Lucia, LLC

Santa Ana Transit Village, LLC

Savannah Development, Ltd.

Savell Gulley Development, LLC

Scarsdale, LTD.

Schulz Ranch Developers, LLC

Seminole/70th, LLC

Siena at Old Orchard, LLC

South Development, LLC

Southbank Holding, LLC

Spanish Springs Development, LLC

St. Charles Active Adult Community, LLC

Stoney Corporation

Stoney Holdings, LLC

Stoneybrook Clubhouse, Inc.

 

Schedule I - 11

Stoneybrook Joint Venture

Strategic Cable Technologies, L.P.

Strategic Holdings, Inc. d/b/a Lennar Communications Ventures (LCV)

Strategic Technologies, LLC

Summerfield Venture L.L.C.

Summerwood, LLC

SunStreet Energy Group, LLC

TCO QVI, LLC

Temecula Valley, LLC

Terra Division, LLC

The Baywinds Land Trust

The Bridges at Rancho Santa Fe Sales Company, Inc.

The Bridges Club at Rancho Santa Fe, Inc.

The LNC Northeast Group, Inc.

The Preserve at Coconut Creek, LLC

Treviso Holding, LLC

Tustin Villas Partners, LLC

Tustin Vistas Partners, LLC

U.S. Home Corporation

U.S. Home of Arizona Construction Co.

U.S. Home Realty, Inc.

U.S.H. Los Prados, Inc.

U.S.H. Realty, Inc.

USH—Flag, LLC

USH (West Lake), Inc.

 

Schedule I - 12

USH Equity Corporation

USH LEE, LLC

USH Woodbridge, Inc.

UST Lennar GP PIS 10, LLC

UST Lennar GP PIS 7, LLC

Valencia at Doral, LLC

Vineyard Point 2009, LLC

WCP, LLC

West Chocolate Bayou Development, LLC

West Lake Village, LLC

West Seattle Project X, LLC

West Van Buren L.L.C.

Westchase, Inc.

Willowbrook Investors, LLC

Woodbridge Multifamily Developer I, LLC

Wright Farm, L.L.C.

 

Schedule I - 13

EX-4.2 3 d567477dex42.htm EX-4.2 EX-4.2

EXHIBIT 4.2

EXECUTION VERSION

 

 

REGISTRATION RIGHTS AGREEMENT

Dated February 4, 2013

among

LENNAR CORPORATION

AND THE GUARANTORS NAMED HEREIN

as Issuers,

and

CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC.,

J.P. MORGAN SECURITIES LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

UBS SECURITIES LLC,

and

BMO CAPITAL MARKETS CORP.,

as Representatives of the Several Initial Purchasers

4.125% Senior Notes due 2018

 

 

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into on February 4, 2013, among LENNAR CORPORATION, a Delaware corporation (the “Company”), and the other entities that are listed on the signature pages hereof (collectively with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as hereinafter defined), the “Guarantors” and, together with the Company, the “Issuers”), and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, UBS SECURITIES LLC and BMO CAPITAL MARKETS CORP., as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).

This Agreement is entered into in connection with the Purchase Agreement, dated January 30, 2013, among the Company, the Guarantors listed on Schedule II thereto and the Representatives, as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $275,000,000 aggregate principal amount of the Company’s 4.125% Senior Notes due 2018 (the “Notes”). The Notes are unconditionally guaranteed (the “Guarantees”) by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the “Securities”. In order to induce the Representatives to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.

The parties hereby agree as follows:

1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 4 hereof.

Additional Notes: See Section 2(a) hereof.

Advice: See the last paragraph of Section 5 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2 hereof.

Automatic Shelf Registration Statement: An “automatic shelf registration” statement within the meaning of Rule 405.

Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday which is a day on which banking institutions are open in New York, New York.

Company: See the introductory paragraphs hereto.

Effectiveness Date: July 4, 2013; provided, however, that with respect to any Shelf Registration Statement, the Effectiveness Date shall be the 75th day following the Filing Date with respect thereto.

Effectiveness Period: See Section 3(a) hereof.

Event Date: See Section 4(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: See Section 2 hereof.

Exchange Offer: See Section 2 hereof.

Exchange Offer Registration Statement: See Section 2 hereof.

Filing Date: (A) If no Exchange Offer Registration Statement has been filed by the Issuers pursuant to this Agreement, June 4, 2013; and (B) in each other case (which may be applicable notwithstanding the consummation of the Exchange Offer), the 30th day after the delivery of a Shelf Notice.

FINRA: See Section 5(r) hereof.

Guarantees: See the introductory paragraphs hereto.

Guarantors: See the introductory paragraphs hereto.

Holder: Any holder of a Registrable Security or Registrable Securities.

Indemnified Person: See Section 7(c) hereof.

Indemnifying Person: See Section 7(c) hereof.

Indenture: The Indenture, dated as of February 4, 2013, by and among the Issuers, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the Notes are being issued, as the same may be amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers: See the introductory paragraphs hereto.

Initial Shelf Registration Statement: See Section 3(a) hereof.

Inspectors: See Section 5(m) hereof.

Issue Date: February 4, 2013, the date of original issuance of the Securities.

 

- 2 -

Notes: See the introductory paragraphs hereto.

Participant: See Section 7(a) hereof.

Participating Broker-Dealer: See Section 2(a) hereof.

Person: An individual, trustee, corporation, limited liability company, partnership, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

Private Exchange: See Section 2(b) hereof.

Private Exchange Notes: See Section 2(b) hereof.

Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraphs hereto.

Records: See Section 5(m) hereof.

Registrable Notes: Each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, until the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold (or, but for the status of such Holder as an affiliate of the Issuers under Rule 405, could be resold) without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note, as the case may be, may be resold without restriction pursuant to Rule 144 (as amended or replaced) under the Securities Act and if requested by the Holder the restrictive legend has been removed.

Registrable Securities: Each Registrable Note and related guarantees.

 

- 3 -

Registration Statement: Any registration statement of the Issuers that covers any of the Securities, the Exchange Notes (and related guarantees) or the Private Exchange Notes (and related guarantees) filed with the SEC under the Securities Act, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of the issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act.

Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.

Rule 405: Rule 405 under the Securities Act.

Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

SEC: The Securities and Exchange Commission.

Securities: See the introductory paragraphs hereto.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Shelf Notice: See Section 2(c) hereof.

Shelf Registration Statement: See Section 3(b) hereof.

Subsequent Shelf Registration Statement: See Section 3(b) hereof.

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and the trustee (if any) under any indenture governing the Exchange Notes (and related guarantees) and Private Exchange Notes (and related guarantees).

Underwritten registration or underwritten offering: A registration in which securities of one or more of the Issuers are sold to an underwriter for reoffering to the public.

WKSI: A “well known seasoned issuer” as defined in Rule 405.

 

- 4 -

2. Exchange Offer

(a) The Issuers shall file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Securities for a like aggregate principal amount of notes of the Company, guaranteed by the Guarantors, that are identical in all material respects to the Securities, except that the Exchange Notes shall contain no restrictive legend thereon and no provision for payment of additional interest in the event of a registration default (the “Exchange Notes”), and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. Interest on each Exchange Note will accrue (A) from the later of (1) the last interest payment date on which interest was paid on the Note surrendered, or (2) if the Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of the exchange and as to which interest will be paid, such interest payment date or (B) if no interest has been paid on that Note, from the Issue Date. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for acceptance for not less than 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or before August 3, 2013. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes (and related guarantees) thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement.

Each Holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) (1) that any Exchange Notes (and related guarantees) to be received by it will be acquired in the ordinary course of its business, (2) that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes (and related guarantees) in violation of the provisions of the Securities Act, (3) that such Holder is not an “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of any Issuer, (4) if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of Exchange Notes (and related guarantees) and (5) if the holder is a broker-dealer (a “Participating Broker-Dealer”) that it will receive the Exchange Notes (and related guarantees) for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities, and that it will deliver a prospectus in connection with any resale of the Exchange Notes (and related guarantees).

Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Notes (and related guarantees), Exchange Notes (and related guarantees) as to which Section 2(c)(iv) is applicable and Exchange Notes (and related guarantees) held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Notes (and related guarantees) and other than in respect of any Exchange Notes (and related guarantees) as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

 

- 5 -

No securities other than the Exchange Notes (and related guarantees) shall be included in the Exchange Offer Registration Statement; provided, however that if the Company issues under the Indenture additional 4.125% Senior Notes due 2018 (and related guarantees) that are identical in all material respects to the Notes and have the same CUSIP number as the Notes (“Additional Notes”), the Company may include in the Exchange Offer Registration Statement a like aggregate principal amount of notes of the Company, guaranteed by the Guarantors, that are identical in all material respects to the Additional Notes, except that such notes shall contain no restrictive legend thereon and no provision for payment of additional interest in the event of a registration default. The period of resale restrictions applicable to any Notes previously offered and sold in reliance on Rule 144A under the Securities Act shall automatically be extended to the last day of the period of any resale restrictions imposed on such Additional Notes.

(b) The Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Representatives, which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any Participating Broker-Dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such Participating Broker-Dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act with respect to the Exchange Notes, including, to the extent permitted by applicable policies and regulations of the SEC, all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Notes in compliance with the Securities Act.

The Issuers shall use their best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act with respect to the Exchange Notes for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Notes covered thereby; provided, however, that such period shall not exceed 180 days after such Exchange Offer Registration Statement is declared effective (or such longer period if extended pursuant to the last paragraph of Section 5 hereof) (the “Applicable Period”).

If, prior to consummation of the Exchange Offer, any Holder holds any Registrable Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Exchange Offer, the Issuers upon the request of any such Holder shall simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to any such Holder, in exchange (the “Private Exchange”) for such Registrable Securities held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the

 

- 6 -

Company, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes.

In connection with the Exchange Offer, the Issuers shall:

(i) mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) use their best efforts to keep the Exchange Offer open for acceptance for not less than 30 days after the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

(iii) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York;

(iv) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open; and

(v) otherwise comply in all material respects with all laws, rules and regulations applicable to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any, the Issuers shall:

(vi) accept for exchange all Registrable Securities that are validly tendered and not validly withdrawn pursuant to the Exchange Offer and the Private Exchange, if any;

(vii) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(viii) cause the Trustee to authenticate and deliver promptly to each Holder of Securities that are accepted for exchange, Exchange Notes or Private Exchange Notes (and related guarantees), as the case may be, equal in principal amount to the Securities of such Holder so accepted for exchange.

The Exchange Notes (and related guarantees) and the Private Exchange Notes (and related guarantees) shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that the Exchange Notes (and related guarantees) shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes (and related guarantees), the Private Exchange Notes (and related guarantees) and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Notes (and related guarantees), the Private Exchange Notes (and related guarantees) or the Securities will have the right to vote or consent as a separate class on any matter.

 

- 7 -

(c) If, (i) because of any change in law or in currently prevailing interpretations by the SEC staff, the Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated by August 3, 2013, (iii) in certain circumstances, certain holders of Private Exchange Notes (and related guarantees) so request in writing to the Company, or (iv) in the case of any Holder that tenders Securities in response to the Exchange Offer, such Holder does not receive Exchange Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of any of the Issuers within the meaning of the Securities Act), then in the case of each of clauses (i) to and including (iv) of this sentence, the Issuers shall (a) promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and (b) at its sole expense and as promptly as practicable shall file a Shelf Registration Statement pursuant to Section 3 hereof.

Notwithstanding anything in this Agreement to the contrary, if (i) a Filing Date or Effectiveness Date (or other date by which a filing is to be made or become effective) would fall on a day that is not a Business Day or (ii) the date by which the Exchange Offer is to be consummated would fall on a day that is not a Business Day, such Filing Date, Effectiveness Date (or other date by which a filing is to be made or become effective) or consummation date shall instead be the next succeeding Business Day.

3. Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

(a) Shelf Registration. The Issuers shall file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not exchanged in the Exchange Offer, Private Exchange Notes (and related guarantees) and Exchange Notes (and related guarantees) as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration Statement”), which Initial Shelf Registration Statement shall be an Automatic Shelf Registration Statement if the Company is then a WKSI and there is no other reason the Company is not permitted to file the Initial Shelf Registration Statement as an Automatic Shelf Registration Statement. The Company shall use its best efforts to file with the SEC the Initial Shelf Registration Statement on or before the applicable Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below); provided, however that if the Company issues Additional Notes, the Company may include the Additional Notes in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement.

 

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If the Initial Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Issuers shall use their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date. The Issuers shall use their best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years from the Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) all Registrable Securities covered by the Initial Shelf Registration Statement that have not been sold in sales contemplated by the Initial Shelf Registration Statement have become eligible for resale by holders thereof under Rule 144 without regard to volume, manner of sale or other restrictions or (iii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein.

(b) Subsequent Shelf Registrations. If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder or because all of the securities registered thereunder that have not been sold in sales contemplated by the Initial Shelf Registration Statement have become eligible for resale by the holders thereof under Rule 144 without regard to volume, manner of sale or other restrictions), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Initial Shelf Registration Statement in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement (each, a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed and is not an Automatic Shelf Registration Statement, the Company shall use its best efforts to cause the Subsequent Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after such filing. The Company shall use its best efforts to keep any subsequent Shelf Registration Statement continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration Statement or any other Subsequent Shelf Registration Statement was previously continuously effective. As used herein the term “Shelf Registration Statement” means the Initial Shelf Registration Statement and any Subsequent Shelf Registration Statement.

(c) Supplements and Amendments. The Issuers shall promptly supplement and amend any Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Securities (or their counsel) covered by such Registration Statement or by any underwriter of such Registrable Securities.

 

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4. Additional Interest

(a) The Issuers and the Representatives agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):

(i) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been filed with the SEC on or before the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed with the SEC on or before the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or

(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement has been declared effective by the SEC (or was automatically effectively upon its filing with the SEC) on or before the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC (or was not automatically effective upon its filing with the SEC) on or before the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or

(iii) if (A) the Issuers have not exchanged Exchange Notes (and related guarantees) for all Registrable Securities validly tendered in accordance with the terms of the Exchange Offer on or before September 2, 2013 or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) September 2, 2013, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period;

 

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provided, however, that Additional Interest on the Notes may not under any circumstance accrue under more than one of the foregoing clauses (i), (ii) and (iii) of this Section 4(a) and the rate at which Additional Interest accrues on the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this Section 4(a) may not exceed in the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the Exchange Notes (and related guarantees) for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of a Subsequent Shelf Registration Statement in the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)), Additional Interest on the Registrable Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.

(b) The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”), which notice shall also be at least three Business Days prior to the date of any payment to be made in accordance with the following sentence. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash simultaneously with, and to the same persons entitled to receive, stated interest on the Notes, commencing with the first such payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

5. Registration Procedures

In connection with the filing of any Registration Statement pursuant to Sections 2 or 3 hereof, the Issuers shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Issuers hereunder each of the Issuers shall:

(a) Prepare and file with the SEC before the applicable Filing Date, a Registration Statement or Registration Statements as prescribed by Sections 2 or 3 hereof, and use its best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that, if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during the Applicable Period relating thereto, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuers shall furnish to and afford the Holders of the Registrable Securities included in such Registration Statement or each such Participating

 

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Broker-Dealer, as the case may be, their counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five days prior to such filing, or such later date as is reasonable under the circumstances). The Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Securities included in such Registration Statement, or any such Participating Broker-Dealer, as the case may be, their counsel, or the managing underwriters, if any, shall reasonably object.

(b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act applicable to each of them with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus. The Issuers shall be deemed not to have used their best efforts to keep a Registration Statement effective during the Effectiveness Period or the Applicable Period, as the case may be, relating thereto, if any of the Issuers voluntarily takes any action that would result in selling Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange Notes (and related guarantees) not being able to sell such Registrable Securities or such Exchange Notes (and related guarantees) during that period unless such action is required by applicable law or permitted by this Agreement.

(c) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during the Applicable Period relating thereto from whom any of the Issuers has received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Securities, or each such Participating Broker-Dealer, as the case may be, their counsel and the managing underwriters, if any, promptly (but in any event within one day), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Issuers, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Securities or resales of Exchange Notes (and related guarantees) by Participating Broker-Dealers, the representations and warranties of the Issuers

 

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contained in any agreement (including any underwriting agreement) contemplated by Section 5(l) hereof cease to be true and correct in all material respects, (iv) of the receipt by any of the Issuers of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities or the Exchange Notes (and related guarantees) to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the Issuers’ determination that a post-effective amendment to a Registration Statement would be appropriate.

(d) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, use its best efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities or the Exchange Notes (and related guarantees) to be sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued, to use its best efforts to obtain the withdrawal of any such order at the earliest possible moment.

(e) If a Shelf Registration Statement is filed pursuant to Section 3 and if requested by the managing underwriter or underwriters (if any), the Holders of a majority in aggregate principal amount of the Registrable Securities being sold in connection with an underwritten offering or any Participating Broker-Dealer, (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders, any Participating Broker-Dealer or counsel for any of them reasonably request to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement.

(f) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, furnish to each selling Holder of Registrable Securities and to each such Participating Broker-Dealer who so requests and to their respective counsel and each managing underwriter, if any, at

 

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the sole expense of the Issuers, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, deliver to each selling Holder of Registrable Securities, or each such Participating Broker-Dealer, as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Issuers, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Issuers hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers of the Exchange Notes (and related guarantees) pursuant to, such Prospectus and any amendment or supplement thereto.

(h) Prior to any public offering of Registrable Securities or Exchange Notes (and related guarantees) or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, use its best efforts to register or qualify, and to cooperate with the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Notes (and related guarantees) held by Participating Broker-Dealers or Registrable Securities are offered other than through an underwritten offering, the Issuers agree to cause their counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Exchange Notes (and related guarantees) held by Participating Broker-Dealers or the Registrable Securities covered by the applicable Registration Statement; provided, however, that none of the Issuers shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

 

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(i) If a Shelf Registration Statement is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Notes to be in such denominations permitted by the Indenture and registered in such names as the managing underwriter or underwriters, if any, or Holders may request; provided, however, that if the Registrable Notes are also transferable by delivery through means other than on the records of The Depository Trust Company or another clearing agency, in which case such preparation and delivery of certificates representing the Registrable Notes shall not be required.

(j) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, upon the occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole expense of the Issuers, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder or to the purchasers of the Exchange Notes (and related guarantees) to whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(k) Prior to the effective date of the first Registration Statement relating to the Registrable Securities, (i) provide the Trustee with certificates for the Registrable Notes in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Notes.

(l) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf Registration Statement, enter into an underwriting agreement which is customary in underwritten offerings of debt securities similar to the Securities in form and substance reasonably satisfactory to the Issuers and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Issuers (including any acquired business, properties or entity, if applicable) and the Registration Statement, the Prospectus and the documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Securities, and confirm the same in writing if and when requested in form and substance reasonably satisfactory to the Issuers; (ii) obtain the written opinions of counsel to the Issuers and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions reasonably requested in underwritten offerings and such other matters as may be reasonably requested by the managing underwriter or underwriters; (iii) obtain “cold comfort” letters and updates thereof in

 

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form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants of the Issuers, or of any business or entity acquired by the Issuers for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Securities and such other matters as are reasonably requested by the managing underwriter or underwriters as permitted by the Statement on Auditing Standards No. 72, as amended by the Statement on Auditing Standards No. 76; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters or agents, if any). The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(m) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, make available for inspection by any selling Holder of such Registrable Securities being sold, or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and instruments of the Issuers and subsidiaries of the Issuers (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuers and any of their respective subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement and Prospectus. Each Inspector shall agree in writing that it will keep the Records confidential and that it will not disclose any of the Records that any of the Issuers determines, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or material omission in such Registration Statement or Prospectus, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) the information in such Records has been made generally available to the public; provided, however, that prior notice shall be provided as soon as practicable to any of the Issuers of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Issuers to obtain a protective order (or waive the provisions of this paragraph (m)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector. If, in the course of performing due diligence, any Inspector becomes aware of material non public information about the Company and its subsidiaries, the Inspector will not, and will take all steps reasonably necessary to ensure that anyone to whom the

 

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Inspector discloses the material non public information will not, trade in any securities of the Company until the information becomes public (whether through inclusion in the Shelf Registration Statement or Exchange Offer Registration Statement or otherwise) or the information ceases to be material.

(n) Provide an indenture trustee for the Registrable Securities or the Exchange Notes (and related guarantees), as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Securities, to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use their best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(o) Comply in all material respects with all applicable rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration Statement, a consolidated earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

(p) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Company, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Notes (and related guarantees) or Private Exchange Notes (and related guarantees), as the case may be, and the related indenture constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, subject to customary exceptions and qualifications.

(q) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Company (or to such other Person as directed by the Issuers) to be exchanged for Exchange Notes (and related guarantees) or Private Exchange Notes (and related guarantees), as the case may be, the Issuers shall mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are being canceled in exchange for Exchange Notes (and related guarantees) or Private Exchange Notes (and related guarantees), as the case may be; in no event shall such Registrable Notes be marked as paid or otherwise satisfied.

(r) Cooperate with each seller of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”).

 

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(s) Use its best efforts to take all other steps reasonably necessary to effect the registration of the Exchange Notes (and related guarantees) and/or Registrable Securities covered by a Registration Statement contemplated hereby.

The Issuers may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Issuers such information regarding such seller and the distribution of such Registrable Securities as the Issuers may, from time to time, reasonably request. The Issuers may exclude from such registration the Registrable Securities of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such seller not materially misleading.

If any Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its acquisition of such Registrable Securities or of Exchange Notes (and related guarantees) to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus or Exchange Notes (and related guarantees) to be sold by such Holder or Participating Broker-Dealer, as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(j) hereof, or until it is advised in writing (an “Advice”) by the Issuers that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Issuers shall give any such notice, the Applicable Period shall be extended by the number of days from and including the date of the giving of each such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement or Exchange Notes (and related guarantees) to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(j) hereof or (y) an Advice with respect to said notice.

 

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6. Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Company whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Notes (and related guarantees) and determination of the eligibility of the Registrable Securities or Exchange Notes (and related guarantees) for investment under the laws of the jurisdictions (x) where the holders of Registrable Securities are located, in the case of the Exchange Notes (and related guarantees), or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Notes (and related guarantees) to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Notes (and related guarantees) to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one firm of special counsel for the sellers of Registrable Securities and any Participating Broker-Dealers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(l)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Issuers desire such insurance, (vii) fees and expenses of all other Persons retained by the Issuers, (viii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (ix) the expense of any annual audit, (x) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement.

7. Indemnification

(a) Each of the Issuers agree, jointly and severally, to indemnify and hold harmless each Holder of Registrable Securities and each Participating Broker-Dealer selling Exchange Notes (and related guarantees) during the Applicable Period, the affiliates, officers, directors, representatives, employees and agents of each such Person, and each Person, if any, who controls any such Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Participant”), from and against any and all losses, claims, damages, judgments, liabilities and expenses (including, without limitation, the

 

- 19 -

reasonable legal fees and other expenses actually incurred in connection with any suit, action or proceeding or any claim asserted) caused by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if any of the Issuers shall have made any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Participant, any underwriter, or the manner in which securities are to be distributed, furnished to the Issuers in writing by such Participant or an underwriter expressly for use therein.

(b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the Issuers, their respective affiliates, officers, directors, representatives, employees and agents and each Person who controls the Issuers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent (but on a several, and not joint, basis) as the foregoing indemnity from the Issuers to each Participant, but only with reference to information relating to such Participant or the manner in which securities are to be distributed by such Participant or someone acting on such Participant’s behalf, furnished to the Issuers in writing by such Participant expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus. The liability of any Participant under this paragraph shall in no event exceed the proceeds received by such Participant from sales of Registrable Securities or Exchange Notes (and related guarantees) giving rise to such obligations.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such Person (the “Indemnified Person”) shall promptly notify the Persons against whom such indemnity may be sought (the “Indemnifying Persons”) in writing, and the Indemnifying Persons, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Persons may reasonably designate (which may include the Indemnifying Persons, unless representation of the Indemnifying Persons by the same counsel would be inappropriate due to actual or potential differing interests between them) in such proceeding and shall pay the fees and expenses actually incurred by such counsel related to such proceeding; provided, however, that the failure to so notify the Indemnifying Persons (i) will not relieve them from any liability under paragraph (a) or (b) above unless and to the extent such failure results in the forfeiture by an Indemnifying Person of substantial rights and defenses and (ii) will not, in any event, relieve any Indemnifying Person from any obligations to any Indemnified Person other than the indemnification obligation provided in paragraphs (a) and (b) above. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Persons and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Persons shall have failed within a reasonable period of time to retain counsel reasonably satisfactory to the Indemnified

 

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Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both any Indemnifying Person and the Indemnified Person or any affiliate thereof and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, unless there exists a conflict among the Indemnified Persons, the Indemnifying Persons shall not, in connection with such proceeding or separate but substantially similar related proceeding in the same jurisdiction arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed promptly as they are incurred. Any such separate firm for the Participants against whom a suit, action, proceeding, claim or demand is brought or asserted and control Persons of such Participants shall be designated in writing by Participants who sold a majority in interest of Registrable Securities and Exchange Notes (and related guarantees) sold by all such Participants, and any such separate firm for the Issuers, their affiliates, officers, directors, representatives, employees and agents and such control Persons of the Issuers shall be designated in writing by the Issuers.

The Indemnifying Persons shall not be liable for any settlement of any proceeding effected without their prior written consent, but if settled with such consent or if there be a final non-appealable judgment for the plaintiff for which any Indemnified Persons are entitled to indemnification pursuant to this Agreement, each of the Indemnifying Persons agrees to indemnify and hold harmless each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Persons, effect any settlement or compromise of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party, or indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional written release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of such Indemnified Person.

(d) If the indemnification provided for in the first and second paragraphs of this Section 7 is for any reason unavailable to, or insufficient to hold harmless, an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnifying Person or Persons on the one hand and the Indemnified Person or Persons on the other from the applicable offering of Registrable or Exchanged Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the Indemnifying Person or Persons on the one hand and the Indemnified Person or Persons on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Participant or such other Indemnified Person, as the case may be, on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances.

 

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(e) The parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Participants were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages, judgments, liabilities and expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall a Participant be required to contribute any amount in excess of the amount by which proceeds received by such Participant from sales of Registrable Securities or Exchange Notes (and related guarantees), as the case may be, exceeds the amount of any damages that such Participant has otherwise been required to pay or has paid by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 7 shall be paid by the Indemnifying Person to the Indemnified Person as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Holder or any person who controls a Holder, or by the Company, its directors, officers, employees or agents or any person controlling any of the Issuers, and (ii) any termination of this Agreement.

(g) The indemnity and contribution agreements contained in this Section 7 will be in addition to any liability which the Indemnifying Persons may otherwise have to the Indemnified Persons referred to above.

8. Rules 144 and 144A

Each of the Issuers covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time such Issuer is not required to file such reports, such Issuer will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information as is necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants and agrees, for so long as any Registrable Securities remain outstanding, that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemptions provided by (a) Rule 144 and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

 

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9. Underwritten Registrations

If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Issuers.

No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by the Company or the underwriter in connection with such underwriting arrangements.

10. Miscellaneous

(a) No Inconsistent Agreements. The Issuers have not, as of the date hereof, and the Issuers shall not, after the date of this Agreement, enter into any agreement with respect to any of their securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ other issued and outstanding securities under any such agreements. The Issuers will not enter into any agreement with respect to any of its securities which will grant to any Person piggyback registration rights with respect to any Registration Statement; provided, however that the Company may enter into an agreement in connection with the issuance of Additional Notes which will grant the holders of the Additional Notes the right to have them included in a Registration Statement.

(b) Adjustments Affecting Registrable Securities. The Issuers shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Company and (II)(A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Securities and (B) if the amendment, modification, supplement, waiver or consent would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes (and related guarantees) held by all Participating Broker-Dealers; provided, however, that

 

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Section 7 and this Section 10(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange Notes (and related guarantees), as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold pursuant to such Registration Statement.

(d) Notices. All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(i) if to a Holder of the Registrable Securities or any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Representatives as follows:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10179

Attention: General Counsel

Fax No.: (212) 816-7912

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Leveraged Debt Capital Markets, 2nd Floor

Fax no.: (212) 797-4877

with a copy to:

Attention: General Counsel, 36th Floor

Fax no.: (212) 797-4561

J.P. Morgan Securities LLC

383 Madison Avenue, 27th Floor

New York, New York 10179

Attention: Ken Lang

Fax No.: (212) 270-1063

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

 

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New York, New York 10036

Attention: High Yield Legal

Fax no.: (917) 267-7085

UBS Securities LLC

677 Washington Blvd.

Stamford, Connecticut 06901

Attention: High Yield Syndicate Department

Fax no.: (203) 719-3667

BMO Capital Markets Corp.

3 Times Square, 28th Floor

New York, New York 10036

Attention: Maya Patel

Fax no.: (212) 702-1885

and with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention: David K. Boston, Esq.

(ii) if to the Company, at the address as follows:

700 N.W. 107th Avenue

Miami, Florida 33172

Attention: General Counsel, Mark Sustana

with a copy to:

K&L Gates LLP

599 Lexington Avenue

New York, New York 10022

Attention: David W. Bernstein, Esq.

(iii) if to the Representatives, at the address specified in Section 10(d)(i).

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and when receipt is acknowledged by the addressee, if sent by facsimile.

 

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Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee under an indenture at the address and in the manner specified in the indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original (including facsimile signatures) and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD APPLY THE LAW OF ANY OTHER JURISDICTION. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j) Securities Held by the Issuers or their Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuers or their respective affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Third-Party Beneficiaries. Holders of Registrable Securities and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons.

 

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(l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

LENNAR CORPORATION
By:    /s/ Bruce Gross
Name: Bruce Gross
Title:   Vice President and Chief Financial Officer
GUARANTORS
Authorized signatory for each of the Guarantors listed on Schedule I hereto
By:   /s/ Mark Sustana
Name: Mark Sustana
Title:   Secretary

 

Signature Page to Registration Rights Agreement

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

 

CITIGROUP GLOBAL MARKETS INC.    
J.P. MORGAN SECURITIES LLC    
UBS SECURITIES LLC    
BMO CAPITAL MARKETS CORP.    
DEUTSCHE BANK SECURITIES INC.    

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

for themselves and on behalf of the several Initial Purchasers

    
By:   CITIGROUP GLOBAL MARKETS INC.    
By:   /s/ Brian D. Bednarski      
  Name: Brian D. Bednarski      
  Title:   Managing Director      
By:   DEUTSCHE BANK SECURITIES INC.      
By:   /s/ Christopher Blum     By:   /s/ Scott Sartorius
  Name: Christopher Blum       Name: Scott Sartorius
  Title:   Managing Director       Title:   Managing Director
By:   J.P. MORGAN SECURITIES LLC      
By:   /s/ Meghann Dotson      
  Name: Meghann Dotson      
  Title:   Vice President      
By:   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED      
By:   /s/ Eric Gaaserud      
  Name: Eric Gaaserud      
  Title: Managing Director      

 

Signature Page to Registration Rights Agreement

By: UBS SECURITIES LLC    
By:   /s/ Kevin T. Pluff     By:   /s/ Peter Chomyonk
 

Name: Kevin T. Pluff

Title:   Executive Director

      

Name: Peter Chomyonk

Title:   Executive Director

By: BMO CAPITAL MARKETS CORP.      
By:   /s/ Sumit Sengupta      
  Name: Sumit Sengupta      
  Title:   Managing Director      

 

Signature Page to Registration Rights Agreement

SCHEDULE I

GUARANTORS

308 Furman, Ltd.

360 Developers, LLC

Ann Arundel Farms, Ltd.

Aquaterra Utilities, Inc.

Asbury Woods L.L.C.

Astoria Options, LLC

Autumn Creek Development, Ltd.

Aylon, LLC

Bainebridge 249, LLC

Bay Colony Expansion 369, Ltd.

Bay River Colony Development, Ltd.

BB Investment Holdings, LLC

BCI Properties, LLC

Bellagio Lennar, LLC

Belle Meade LEN Holdings, LLC

Belle Meade Partners, LLC

BPH I, LLC

Bramalea California, Inc.

Bressi Gardenlane, LLC

Builders LP, Inc.

Cambria L.L.C.

Cary Woods, LLC

Casa Marina Development, LLC

Caswell Acquisition Group, LLC

Cedar Lakes II, LLC

Chancellor Place at Hamilton, LLC

Cherrytree II LLC

CL Ventures, LLC

Coco Palm 82, LLC

Colonial Heritage LLC

Concord Station, LLP

Coto de Caza, Ltd., Limited Partnership

Coventry L.L.C.

CPFE, LLC

CP Red Oak Management, LLC

CP Red Oak Partners, Ltd.

Creekside Crossing, L.L.C.

Danville Tassajara Partners, LLC

Darcy-Joliet, LLC

DBJ Holdings, LLC

DTC Holdings of Florida, LLC

Estates Seven, LLC

Evergreen Village LLC

EV, LLC

F&R Florida Homes, LLC

F&R QVI Home Investments USA, LLC

FLORDADE LLC

Fox-Maple Associates, LLC

Friendswood Development Company, LLC

Garco Investments, LLC

Greentree Holdings, LLC

Greystone Construction, Inc.

Greystone Homes of Nevada, Inc.

Greystone Homes, Inc.

Greystone Nevada, LLC

Greywall Club L.L.C.

Hammocks Lennar, LLC

Harveston, LLC

Haverford Venture L.L.C.

Haverton L.L.C.

HCC Investors, LLC

Heathcote Commons LLC

Heritage of Auburn Hills, L.L.C.

Hewitts Landing Trustee, LLC

Home Buyer’s Advantage Realty, Inc.

Homecraft Corporation

HTC Golf Club, LLC

Inactive Companies, LLC

Independence L.L.C.

Isles at Bayshore Club, LLC

Lakelands at Easton, L.L.C.

Lakeside Farm, LLC

Largo Park Multifamily Developer, LLC

LCD Asante, LLC

Legends Club, LLC

Legends Golf Club, LLC

LEN-Belle Meade, LLC

LEN - CG South, LLC

LEN - Palm Vista, LLC

LEN Paradise Cable, LLC

LEN Paradise Operating, LLC

Len Paradise, LLC

Lencraft, LLC

LENH I, LLC

Len-Hawks Point, LLC

Lennar - BVHP, LLC

Lennar Aircraft I, LLC

Lennar Arizona Construction, Inc.

Lennar Arizona, Inc.

Lennar Associates Management Holding Company

Lennar Associates Management, LLC

Lennar Avenue One, LLC

Lennar Bridges, LLC

Lennar Buffington Colorado Crossing, L.P.

Lennar Buffington Zachary Scott, L.P.

Lennar Carolinas, LLC

Lennar Central Park, LLC

Lennar Central Region Sweep, Inc.

Lennar Central Texas, L.P.

Lennar Chicago, Inc.

Lennar Cobra, LLC

Lennar Colorado, LLC

Lennar Colorado Minerals LLC

Lennar Communities Development, Inc.

Lennar Communities Nevada, LLC

Lennar Communities of Chicago L.L.C.

Lennar Communities, Inc.

Lennar Construction, Inc.

Lennar Coto Holdings, L.L.C.

Lennar Developers, Inc.

Lennar Distressed Investments, LLC

Lennar Family of Builders GP, Inc.

Lennar Family of Builders Limited Partnership

Lennar Fresno, Inc.

Lennar Gardens, LLC

Lennar Georgia, Inc.

Lennar Greer Ranch Venture, LLC

Lennar Heritage Fields, LLC

Lennar Hingham Holdings, LLC

Lennar Hingham JV, LLC

Lennar Homes Holding, LLC

Lennar Homes NJ, LLC

Lennar Homes of Arizona, Inc.

Lennar Homes of California, Inc.

Lennar Homes of Texas Land and Construction, Ltd.

Lennar Homes of Texas Sales and Marketing, Ltd.

Lennar Homes, LLC

Lennar Illinois Trading Company, LLC

Lennar Imperial Holdings Limited Partnership

Lennar International Holding, LLC

Lennar International, LLC

Lennar Land Partners Sub II, Inc.

Lennar Land Partners Sub, Inc.

Lennar Layton, LLC

Lennar Long Beach Promenade Partners, LLC

Lennar Lytle, LLC

Lennar Mare Island, LLC

Lennar Marina A Funding, LLC

Lennar Massachusetts Properties, Inc.

Lennar Middletown, LLC

Lennar Multifamily Investors, LLC

Lennar New Jersey Properties, Inc.

Lennar New York, LLC

Lennar Northeast Properties LLC

Lennar Northeast Properties, Inc.

Lennar Northwest, Inc.

Lennar Pacific Properties Management, Inc.

Lennar Pacific Properties, Inc.

Lennar Pacific, Inc.

Lennar PI Acquisition, LLC

Lennar PI Property Acquisition, LLC

Lennar PIS Management Company, LLC

Lennar PNW, Inc.

Lennar Point, LLC

Lennar Port Imperial South, LLC

Lennar Realty, Inc.

Lennar Renaissance, Inc.

Lennar Reno, LLC

Lennar Riverside West Urban Renewal Company, L.L.C.

Lennar Riverside West, LLC

Lennar Sacramento, Inc.

Lennar Sales Corp.

Lennar San Jose Holdings, Inc.

Lennar/Shadeland, LLC

Lennar Southland I, Inc.

Lennar Southwest Holding Corp.

Lennar Spencer’s Crossing, LLC

Lennar Texas Holding Company

Lennar Trading Company, LP

Lennar Ventures, LLC

Lennar West Valley, LLC

Lennar.com Inc.

Lennar/LNR Camino Palomar, LLC

Lennar-Lantana Boatyard, Inc.

LEN-Ryan 1, LLC

Len-Verandahs, LLP

LFS Holding Company, LLC

LH Eastwind, LLC

LH-EH Layton Lakes Estates, LLC

LHI Renaissance, LLC

LMI Fullerton, LLC

LMI Glencoe Dallas, LLC

LMI Las Colinas Station, LLC

LMI Naperville, LLC

LMI Naperville Investor, LLC

LMI Park Central, LLC

LMI Pearl Apartment Homes, LLC

LMICS, LLC

LMI-Contractors, LLC

LMI-Jacksonville Investor, LLC

LMI-JC Developer, LLC

LMI-JC, LLC

LMI-South Kings Development, LLC

LMI-West Seattle, LLC

LNC at Meadowbrook, LLC

LNC at Ravenna, LLC

LNC Communities I, Inc.

LNC Communities II, LLC

LNC Communities III, Inc.

LNC Communities IV, LLC

LNC Communities IX, LLC

LNC Communities V, LLC

LNC Communities VI, LLC

LNC Communities VII, LLC

LNC Communities VIII, LLC

LNC Northeast Mortgage, Inc.

LNC Pennsylvania Realty, Inc.

Long Beach Development, LLC

Lori Gardens Associates II, LLC

Lori Gardens Associates III, LLC

Lori Gardens Associates, L.L.C.

Lorton Station, LLC

LW D’Andrea, LLC

Madrona Ridge L.L.C.

Madrona Village L.L.C.

Madrona Village Mews L.L.C.

Majestic Woods, LLC

Marble Mountain Partners, LLC

Mid-County Utilities, Inc.

Mission Viejo 12S Venture, LP

Mission Viejo Holdings, Inc.

Moffett Meadows Partners, LLC

NC Properties I, LLC

NC Properties II, LLC

Northbridge L.L.C.

Northeastern Properties LP, Inc.

OHC/Ascot Belle Meade, LLC

One SR, L.P.

Palm Gardens At Doral Clubhouse, LLC

Palm Gardens at Doral, LLC

Palm Vista Preserve, LLC

PD-Len Boca Raton, LLC

PD-Len Delray, LLC

PG Properties Holding, LLC

Pioneer Meadows Development, LLC

Pioneer Meadows Investments, LLC

POMAC, LLC

Prestonfield L.L.C.

Providence Lakes, LLP

PT Metro, LLC

Raintree Village II L.L.C.

Raintree Village, L.L.C.

Renaissance Joint Venture

Reserve @ Pleasant Grove II LLC

Reserve @ Pleasant Grove LLC

Reserve at River Park, LLC

Reserve at South Harrison, LLC

Rivendell Joint Venture

Rivenhome Corporation

RMV, LLC

Rutenberg Homes of Texas, Inc.

Rutenberg Homes, Inc. (Florida)

Rye Hill Company, LLC

R-Ranch Development, LLC

R-Ranch Orlando Lender, LLC

S. Florida Construction II, LLC

S. Florida Construction III, LLC

S. Florida Construction, LLC

San Lucia, LLC

Santa Ana Transit Village, LLC

Savannah Development, Ltd.

Savell Gulley Development, LLC

Scarsdale, LTD.

Schulz Ranch Developers, LLC

Seminole/70th, LLC

Siena at Old Orchard, LLC

South Development, LLC

Southbank Holding, LLC

Spanish Springs Development, LLC

St. Charles Active Adult Community, LLC

Stoney Corporation

Stoney Holdings, LLC

Stoneybrook Clubhouse, Inc.

Stoneybrook Joint Venture

Strategic Cable Technologies, L.P.

Strategic Holdings, Inc. d/b/a Lennar Communications Ventures (LCV)

Strategic Technologies, LLC

Summerfield Venture L.L.C.

Summerwood, LLC

SunStreet Energy Group, LLC

TCO QVI, LLC

Temecula Valley, LLC

Terra Division, LLC

The Baywinds Land Trust

The Bridges at Rancho Santa Fe Sales Company, Inc.

The Bridges Club at Rancho Santa Fe, Inc.

The LNC Northeast Group, Inc.

The Preserve at Coconut Creek, LLC

Treviso Holding, LLC

Tustin Villas Partners, LLC

Tustin Vistas Partners, LLC

U.S. Home Corporation

U.S. Home of Arizona Construction Co.

U.S. Home Realty, Inc.

U.S.H. Los Prados, Inc.

U.S.H. Realty, Inc.

USH-Flag, LLC

USH (West Lake), Inc.

USH Equity Corporation

USH LEE, LLC

USH Woodbridge, Inc.

UST Lennar GP PIS 10, LLC

UST Lennar GP PIS 7, LLC

Valencia at Doral, LLC

Vineyard Point 2009, LLC

WCP, LLC

West Chocolate Bayou Development, LLC

West Lake Village, LLC

West Seattle Project X, LLC

West Van Buren L.L.C.

Westchase, Inc.

Willowbrook Investors, LLC

Woodbridge Multifamily Developer I, LLC

Wright Farm, L.L.C.

EX-5.1 4 d567477dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

K&L Gates LLP

599 Lexington Avenue

New York, NY 10016

(212) 536-3900

August 2, 2013

Lennar Corporation

700 Northwest 107th Avenue

Miami, FL 33172

Ladies and Gentlemen:

We have acted as counsel to Lennar Corporation, a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Act”), of up to $275,000,000 aggregate principal amount of the Company’s Series B 4.125% Senior Notes due 2018 (the “New Notes”) and the guarantees of the New Notes (the “Guarantees”) by wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”), to be offered in exchange for like principal amounts of the Company’s outstanding Series A 4.125% Senior Notes due 2018 (the “Old Notes”), which were issued by the Company on February 4, 2013, in a transaction that was exempt from registration under the Act. The Old Notes were, and the New Notes will be, issued under an Indenture (the “Indenture”) dated as of February 4, 2013 among the Company, the Guarantor Subsidiaries and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”).

For purposes of rendering our opinion, we have examined the Company’s Certificate of Incorporation, as amended, and Bylaws, resolutions adopted by the Board of Directors of the Company, the Indenture and the form of New Notes and we have made such other investigation and examined such other corporate records of the Company as we have deemed appropriate. For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in the offices that have been identified to us, that the representations of officers and employees of the Company are correct as to matters of fact, and that each party to the documents we have examined or relied on (other than the Company) has the power, corporate or other, to enter into and perform all its obligations under them, and we also have assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by those parties of those documents, and the validity and binding effect of those documents on the parties to them other than the Company. We have not independently verified any of these assumptions.

Based upon and subject to the foregoing, and such examination of law as we have deemed appropriate, it is our opinion that when New Notes have been duly executed on behalf of the Company and authenticated by the Trustee in accordance with the terms of the Indenture, and have been issued in exchange for like principal amounts of Old Notes as described in the prospectus that forms a part of the Registration Statement, the New Notes will be legally issued and will constitute valid and binding obligations of the Company, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, and by general principles of equity (whether applied by a court of law or equity).

The opinions set forth above are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the prospectus that forms a part of the Registration Statement under the caption “Legal Matters”. In giving our consent we do not by doing so admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Yours truly,

/s/ K&L Gates LLP

K&L Gates LLP

EX-5.2 5 d567477dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

Opinion of Mark Sustana

August 2, 2013

Lennar Corporation

700 Northwest 107th Avenue

Miami, FL 33172

Ladies and Gentlemen:

I am the General Counsel of Lennar Corporation, a Delaware corporation (the “Company”). I am providing the opinion set forth below in connection with the Registration Statement on Form S-4 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Act”), of up to $275,000,000 aggregate principal amount of the Company’s Series B 4.125% Senior Notes due 2018 (the “New Notes”) and guarantees of the New Notes (the “Guarantees”) by wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”), to be offered in exchange for like principal amounts of the Company’s outstanding Series A 4.125% Senior Notes due 2018 (the “Old Notes”), which were issued by the Company on February 4, 2013, in a transaction that was exempt from registration under the Act. The Old Notes were, and the New Notes will be, issued under an Indenture (the “Indenture”), dated as of February 4, 2013, among the Company, the Guarantor Subsidiaries and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

As General Counsel of the Company, I am generally familiar with its legal affairs and the legal affairs of its subsidiaries, including the Guarantor Subsidiaries. In addition, for purposes of rendering this opinion, I have made such investigation and examined such corporate records of the Guarantor Subsidiaries as I have deemed appropriate. In rendering my opinion, I have assumed that each party to the documents I have examined or relied upon (other than the Company and the Guarantor Subsidiaries) has the power, corporate and other, to enter into and perform all its obligations under them and I have assumed the due authorization by all requisite action, corporate and other, and the due execution and delivery by those parties of those documents and the binding effect of those documents on the parties to them other than the Company and the Guarantor Subsidiaries. I have not verified any of those assumptions.

Based upon and subject to the foregoing, and such examination of law as I have deemed appropriate, it is my opinion that when New Notes have been duly executed on behalf of the Company and authenticated by the Trustee in accordance with the terms of the Indenture, and have been issued and delivered in exchange for like principal amounts of Old Notes as described in the prospectus that forms a part of the Registration Statement, the obligations of the Guarantor Subsidiaries to guarantee the New Notes under certain circumstances will be legally issued and will constitute valid and binding obligations of the Guarantor Subsidiaries, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, and by general principles of equity (whether applied by a court of law or equity).

The opinion set forth above is limited to the laws of the State of New York, which is the law that governs the Indenture and the obligation of the Guarantor Subsidiaries to guarantee the New Notes under certain circumstances (the securities to which the opinion in this letter relates) and the general corporate, limited liability company or partnership statutes in the states in which the Guarantor Subsidiaries are incorporated or otherwise formed.

I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the prospectus that forms a part of the Registration Statement under the caption “Legal Matters”. In giving my consent I do not by doing so admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Yours truly,

/s/ Mark Sustana

Mark Sustana

General Counsel

EX-12.1 6 d567477dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

Lennar Corporation

Computation of Ratio of Earnings to Fixed Charges

(Dollars in thousands)

 

      Six Months Ended     Years Ended November 30,  
      May 31,
2013		     May 31,
2012		     2012     2011     2010     2009     2008  

Earnings:

               

Pre-tax earnings (loss)

    $ 215,610        58,556      $ 222,114        97,974        94,725        (760,404 )      (565,625 ) 

Adjustments to pretax earnings (loss):

               

Fixed Charges

      142,939        123,289        255,304        232,709        207,168        203,304        193,884   

Interest capitalized

      (75,292 )      (58,494 )      (127,668 )      (110,751 )      (111,056 )      (101,265 )      (120,700 ) 

Adjustments for earnings and losses of unconsolidated entities 50% or less owned entities

      (22,855 )      (10,665 )      4,597        87,338        6,144        133,415        80,225   

Previously capitalized interest amortized

      49,980        37,498        87,032        72,320        73,522        76,599        102,763   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

“Earnings”

    $ 310,382        150,184     

 

$

 

441,379

 

  

  

 

 

 

379,590

 

  

  

 

 

 

270,503

 

  

  

 

 

 

(448,351

 

) 

  

 

 

 

(309,453

 

) 

  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Fixed Charges:

               

Interest incurred

    $ 136,338        116,774     

 

$

 

242,389

 

  

  

 

 

 

219,383

 

  

  

 

 

 

193,535

 

  

  

 

 

 

180,659

 

  

  

 

 

 

157,580

 

  

Interest component of rent expense (1)

      6,601        6,515        12,915        13,326        13,633        22,645        36,304   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

“Fixed Charges”

    $ 142,939        123,289      $ 255,304        232,709        207,168        203,304        193,884   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Ratio of Earnings to Fixed Charges

      2.2        1.2        1.7        1.6        1.3        —       —  

Excess (deficiency) of earnings to fixed charges

    $ 167,443        26,895      $ 186,075        146,881        63,335        (651,655 )      (503,337 ) 

 

(1) Represents a reasonable approximation of the interest cost component of rental expense (one-third of rental expenses on operating leases) incurred by the Company. The purpose is to estimate the amount of interest paid due to operating the majority of the Company’s facilities under operating leases.
EX-23.3 7 d567477dex233.htm EX-23.3 EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated January 29, 2013, except for Note 17, as to which the date is July 31, 2013 relating to the financial statements included in the Annual Report on Form 10-K/A and our reports dated January 29, 2013 relating to the financial statement schedule of Lennar Corporation, and the effectiveness of Lennar Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K (as originally filed on January 29, 2013) of Lennar Corporation for the year ended November 30, 2012, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Miami, Florida

August 2, 2013

EX-25.1 8 d567477dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

 

 

  95-3571558

(Jurisdiction of incorporation

if not a U.S. national bank)

  

(I.R.S. employer

identification no.)

400 South Hope Street

Suite 400

Los Angeles, California

   90071
(Address of principal executive offices)   (Zip code)

 

 

Lennar Corporation

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   95-4337490

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Table of Additional Registrants

 

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

308 Furman, Ltd.

    Texas    01-0757175

360 Developers, LLC

    Florida    03-0469008

Ann Arundel Farms, Ltd.

    Texas    76-0594649

Aquaterra Utilities, Inc.

    Florida    59-3674555

Asbury Woods L.L.C.

    Illinois    36-4491586

Astoria Options, LLC

    Delaware    26-3838861

Autumn Creek Development, Ltd.

    Texas    76-0566381

Aylon, LLC

    Delaware    74-3135055

Bainebridge 249, LLC

    Florida    45-5434000

Bay Colony Expansion 369, Ltd.

    Texas    01-0634897

Bay River Colony Development, Ltd.

    Texas    None

BB Investment Holdings, LLC

    Nevada    None

BCI Properties, LLC

    Nevada    None

Bellagio Lennar, LLC

    Florida    46-0560657

Belle Meade LEN Holdings, LLC

    Florida    27-1137331

Belle Meade Partners, LLC

    Florida    20-3287566

BPH I, LLC

    Nevada    None

Bramalea California, Inc.

    California    95-3426206

Bressi Gardenlane, LLC

    Delaware    47-0876961

Builders LP, Inc.

    Delaware    43-1981685

Cambria L.L.C.

    Illinois    36-4343919

Cary Woods LLC

    Illinois    36-4511011

Casa Marina Development, LLC

    Florida    55-0817596

Caswell Acquisition Group, LLC

    Delaware    None

 

2

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Cedar Lakes II, LLC

    North Carolina    None

Chancellor Place at Hamilton, LLC

    New Jersey    45-2994842

Cherrytree II LLC

    Maryland    75-2988548

CL Ventures, LLC

    Florida    11-3728443

Coco Palm 82, LLC

    Florida    None

Colonial Heritage LLC

    Virginia    20-0646289

Concord Station, LLP

    Florida    20-0986458

Coto De Caza, Ltd., Limited Partnership

    California    33-0738531

Coventry L.L.C.

    Illinois    36-4511106

CPFE, LLC

    Maryland    45-5433728

CP Red Oak Management, LLC

    Texas    None

CP Red Oak Partners, Ltd.

    Texas    20-1064026

Creekside Crossing, L.L.C.

    Illinois    43-2052256

Danville Tassajara Partners, LLC

    Delaware    20-1461254

Darcy-Joliet, LLC

    Illinois    20-1290431

DBJ Holdings, LLC

    Nevada    None

Durell 33, LLC

    New Jersey    46-2498666

DTC Holdings of Florida, LLC

    Florida    45-2118119

Estates Seven, LLC

    Delaware    52-2274380

EV, LLC

    Maryland    None

Evergreen Village LLC

    Delaware    59-3801488

F&R Florida Homes, LLC

    Florida    27-2136138

F&R QVI Home Investments USA, LLC

    Delaware    20-8024189

Fidelity Guaranty and Acceptance Corp.

    Delaware    76-0168225

FLORDADE LLC

    Florida    38-3832923

Fox-Maple Associates, LLC

    New Jersey    43-1997377

Friendswood Development Company, LLC

    Texas    74-2859478

 

3

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Garco Investments, LLC

    Florida    65-1151300

Greentree Holdings, LLC

    New Jersey    76-0693003

Greystone Construction, Inc.

    Arizona    86-0864245

Greystone Homes, Inc.

    Delaware    93-1070009

Greystone Homes of Nevada, Inc.

    Delaware    88-0412604

Greystone Nevada, LLC

    Delaware    88-0412611

Greywall Club L.L.C.

    Illinois    20-1083688

Hammocks Lennar LLC

    Florida    None

Harveston, LLC

    Delaware    02-0613649

Haverford Venture L.L.C.

    Illinois    20-0064473

Haverton L.L.C.

    Illinois    30-0057181

HCC Investors, LLC

    Delaware    33-0770138

Heathcote Commons LLC

    Virginia    20-1178932

Heritage of Auburn Hills, L.L.C.

    Michigan    38-3395118

Hewitts Landing Trustee, LLC

    Massachusetts    27-2909649

Home Buyer’s Advantage Realty, Inc.

    Texas    76-0573246

Homecraft Corporation

    Texas    76-0334090

HTC Golf Club, LLC

    Colorado    26-0312522

HW SF, LLC

    Texas    26-3260410

Inactive Companies, LLC

    Florida    26-2094631

Independence L.L.C.

    Virginia    76-0651137

Isles at Bayshore Club, LLC

    Florida    27-2304291

Kendall Hammocks Commercial, LLC

    Florida    30-0771295

Lakelands at Easton, L.L.C.

    Maryland    03-0501970

Lakeside Farm, LLC

    Maryland    None

Largo Park Multifamily Developer, LLC

    Delaware    45-2976674

LCD Asante, LLC

    Delaware    26-1131090

 

4

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Legends Club, LLC

    Florida    48-1259544

Legends Golf Club, LLC

    Florida    59-3691814

LEN-Belle Meade, LLC

    Florida    27-1077754

LEN-CG South, LLC

    Florida    45-4599963

LEN-Palm Vista, LLC

    Florida    27-1077269

LEN Paradise Cable, LLC

    Florida    27-2559480

LEN Paradise Operating, LLC

    Florida    27-2559369

Len Paradise, LLC

    Florida    27-0950511

Lencraft, LLC

    Maryland    20-1749015

LENH I, LLC

    Florida    56-2349820

Len-Hawks Point, LLC

    Florida    45-4049841

Lennar-BVHP, LLC

    California    94-3332430

Lennar Aircraft I, LLC

    Delaware    20-2424732

Lennar Arizona, Inc.

    Arizona    20-5335505

Lennar Arizona Construction, Inc.

    Arizona    20-5335712

Lennar Associates Management, LLC

    Delaware    52-2257293

Lennar Associates Management Holding Company

    Florida    31-1806357

Lennar Avenue One, LLC

    Delaware    46-1440494

Lennar Bridges, LLC

    California    33-0843355

Lennar Buffington Colorado Crossing, L.P.

    Texas    20-2002341

Lennar Buffington Zachary Scott, L.P.

    Texas    20-1577414

Lennar Carolinas, LLC

    Delaware    20-3150607

Lennar Central Park, LLC

    Delaware    20-1087322

Lennar Central Region Sweep, Inc.

    Nevada    65-1111068

Lennar Central Texas, L.P.

    Texas    20-5336543

Lennar Chicago, Inc.

    Illinois    36-3971759

 

5

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Lennar Cobra, LLC

    Delaware    26-3945098

Lennar Colorado, LLC

    Colorado    20-0451796

Lennar Colorado Minerals LLC

    Colorado    None

Lennar Commercial Investors, LLC

    Florida    46-2288424

Lennar Communities, Inc.

    California    33-0855007

Lennar Communities Development, Inc.

    Delaware    86-0262130

Lennar Communities Nevada, LLC

    Nevada    20-3035653

Lennar Communities of Chicago L.L.C.

    Illinois    20-2036535

Lennar Construction, Inc.

    Arizona    86-0972186

Lennar Coto Holdings, L.L.C.

    California    33-0787906

Lennar Courts, LLC

    Florida    46-3122365

Lennar Developers, Inc.

    Florida    48-1259540

Lennar Distressed Investments, LLC

    Delaware    27-1816535

Lennar Family of Builders GP, Inc.

    Delaware    43-1981691

Lennar Family of Builders Limited Partnership

    Delaware    43-1981697

Lennar Flamingo, LLC

    Florida    46-3111056

Lennar Fresno, Inc.

    California    33-1008718

Lennar Gardens, LLC

    Florida    27-4501329

Lennar Georgia, Inc.

    Georgia    20-8892316

Lennar Greer Ranch Venture, LLC

    California    33-0888370

Lennar Heritage Fields, LLC

    California    27-3194383

Lennar Hingham Holdings, LLC

    Delaware    20-2866090

Lennar Hingham JV, LLC

    Delaware    20-2866001

Lennar Homes Holding, LLC

    Delaware    16-1641233

Lennar Homes NJ, LLC

    Delaware    45-2921631

Lennar Homes, LLC

    Florida    59-0711505

Lennar Homes of Arizona, Inc.

    Arizona    65-0163412

 

6

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Lennar Homes of California, Inc.

    California    93-1223261

Lennar Homes of Texas Land and Construction, Ltd.

    Texas    75-2792018

Lennar Homes of Texas Sales and Marketing, Ltd.

    Texas    75-2792019

Lennar Illinois Trading Company, LLC

    Illinois    None

Lennar Imperial Holdings Limited Partnership

    Delaware    20-2552367

Lennar International Holding, LLC

    Delaware    None

Lennar International, LLC

    Delaware    None

Lennar Land Partners Sub, Inc.

    Delaware    65-0776454

Lennar Land Partners Sub II, Inc.

    Nevada    88-0429001

Lennar Layton, LLC

    Delaware    26-3797850

Lennar Long Beach Promenade Partners, LLC

    Delaware    20-1258506

Lennar Lytle, LLC

    Delaware    20-2374724

Lennar Mare Island, LLC

    California    33-0789053

Lennar Marina A Funding, LLC

    Delaware    27-0762082

Lennar Massachusetts Properties, Inc.

    Delaware    20-2681100

Lennar Middletown, LLC

    New Jersey    45-5441987

Lennar Multifamily Investors, LLC

    Delaware    45-2701002

Lennar New Jersey Properties Inc.

    Delaware    20-2681142

Lennar New York, LLC

    New York    20-3160452

Lennar Northeast Properties, Inc.

    Nevada    20-2552288

Lennar Northeast Properties LLC

    New Jersey    20-4874094

Lennar Northwest, Inc.

    Delaware    45-2978961

Lennar Pacific, Inc.

    Delaware    88-0412608

Lennar Pacific Properties, Inc.

    Delaware    88-0412607

Lennar Pacific Properties Management, Inc.

    Delaware    30-0139878

Lennar PI Acquisition, LLC

    New Jersey    26-1531638

 

7

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Lennar PI Property Acquisition, LLC

    New Jersey    26-1531376

Lennar PIS Management Company, LLC

    Delaware    26-3218984

Lennar PNW, Inc.

    Washington    20-2977927

Lennar Point, LLC

    New Jersey    46-0534484

Lennar Port Imperial South, LLC

    Delaware    20-2552353

Lennar Realty, Inc.

    Florida    76-0683361

Lennar Renaissance, Inc.

    California    33-0726195

Lennar Reno, LLC

    Nevada    22-3895412

Lennar Rialto Investment LP

    Delaware    27-1437879

Lennar Riverside West, LLC

    Delaware    20-2552385

Lennar Riverside West Urban Renewal Company, L.L.C.

    New Jersey    20-2562043

Lennar Sacramento, Inc.

    California    33-0794993

Lennar Sales Corp.

    California    95-4716082

Lennar San Jose Holdings, Inc.

    California    65-0645170

Lennar/Shadeland, LLC

    Pennsylvania    None

Lennar Southland I, Inc.

    California    33-0801714

Lennar Southwest Holding Corp.

    Nevada    91-1933536

Lennar Spencer’s Crossing, LLC

    Delaware    20-2906597

Lennar Texas Holding Company

    Texas    75-2788257

Lennar Trading Company, LP

    Texas    72-1574089

Lennar Ventures, LLC

    Florida    26-3103505

Lennar West Valley, LLC

    California    20-1342854

Lennar.com Inc.

    Florida    65-0980149

Lennar/LNR Camino Palomar, LLC

    California    90-0159727

Lennar-Lantana Boatyard, Inc.

    Florida    56-2321100

LEN-Ryan 1, LLC

    Florida    None

 

8

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Len-Verandahs, LLP

    Florida    20-3021304

LFS Holding Company, LLC

    Delaware    65-1105931

LH Eastwind, LLC

    Florida    20-0097714

LH-EH Layton Lakes Estates, LLC

    Arizona    04-3741040

LHI Renaissance, LLC

    Florida    02-0680656

LMI (150 Ocean) Investor, LLC

    Delaware    80-0940631

LMI Fullerton, LLC

    Delaware    30-0754847

LMI Glencoe Dallas, LLC

    Delaware    None

LMI Glencoe Dallas Investor, LLC

    Delaware    61-1706871

LMI Glenview Investor, LLC

    Delaware    36-4766259

LMI Lakes West Covina Investors, LLC

    Delaware    32-0414007

LMI Las Colinas Station, LLC

    Delaware    32-0393213

LMI Naperville Investor, LLC

    Delaware    37-1709704

LMI Park Central, LLC

    Delaware    None

LMI Park Central Investor, LLC

    Delaware    35-2471697

LMI Pearl Apartment Homes, LLC

    Delaware    35-2460907

LMI Pearl Apartment Homes Holdings, LLC

    Delaware    36-4757323

LMICS, LLC

    Delaware    36-4747722

LMI-Contractors, LLC

    Delaware    80-0838150

LMI-Jacksonville, LLC

    Delaware    45-3307890

LMI-JC Developer, LLC

    Delaware    38-3875832

LMI-JC, LLC

    Delaware    90-0843143

LMI-South King Development, LLC

    Delaware    36-4739948

LMI-West Seattle, LLC

    Delaware    37-1699874

LNC at Meadowbrook, LLC

    Illinois    36-0026164

LNC at Ravenna, LLC

    Illinois    41-2088272

LNC Communities I, Inc.

    Colorado    84-1317557

 

9

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

LNC Communities II, LLC

    Colorado    84-1317558

LNC Communities III, Inc.

    Colorado    84-1361682

LNC Communities IV, LLC

    Colorado    84-1512061

LNC Communities V, LLC

    Colorado    84-1513989

LNC Communities VI, LLC

    Colorado    84-1556776

LNC Communities VII, LLC

    Colorado    84-1534329

LNC Communities VIII, LLC

    Colorado    84-1553326

LNC Communities IX, LLC

    Colorado    None

LNC Northeast Mortgage, Inc.

    Delaware    54-1830770

LNC Pennsylvania Realty, Inc.

    Pennsylvania    23-2991585

Long Beach Development, LLC

    Texas    26-2321011

Lori Gardens Associates, L.L.C.

    New Jersey    76-0664697

Lori Gardens Associates II, LLC

    New Jersey    20-1944492

Lori Gardens Associates III, LLC

    New Jersey    20-1944674

Lorton Station, LLC

    Virginia    76-0694499

LW D’Andrea, LLC

    Delaware    20-4489534

Madrona Ridge L.L.C.

    Illinois    20-0278584

Madrona Village L.L.C.

    Illinois    36-4343916

Madrona Village Mews L.L.C.

    Illinois    36-0026266

Majestic Woods, LLC

    New Jersey    74-3001871

Marble Mountain Partners, LLC

    Delaware    41-2076340

Mid-County Utilities, Inc.

    Maryland    76-0610395

Mission Viejo 12S Venture, LP

    California    33-0615197

Mission Viejo Holdings, Inc.

    California    33-0785862

Moffett Meadows Partners, LLC

    Delaware    56-2320229

NC Properties I, LLC

    Delaware    27-3443043

NC Properties II, LLC

    Delaware    27-3443142

 

10

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Northbridge L.L.C.

    Illinois    36-4511102

Northeastern Properties LP, Inc.

    Nevada    20-2552328

OHC/Ascot Belle Meade, LLC

    Florida    20-3276553

One SR, L.P.

    Texas    75-3030507

Palm Gardens At Doral Clubhouse, LLC

    Florida    26-0801736

Palm Gardens at Doral, LLC

    Florida    20-3959088

Palm Vista Preserve, LLC

    Florida    83-0426521

PD-Len Boca Raton, LLC

    Delaware    20-8734358

PD-Len Delray, LLC

    Delaware    20-8734555

PG Properties Holding, LLC

    North Carolina    26-4059800

Pioneer Meadows Development, LLC

    Nevada    20-0939113

Pioneer Meadows Investments, LLC

    Nevada    20-0939094

POMAC, LLC

    Maryland    11-3708149

Prestonfield L.L.C.

    Illinois    36-4511103

Providence Lakes, LLP

    Florida    20-1744772

PT Metro, LLC

    Delaware    45-4508755

Raintree Village, L.L.C.

    Illinois    20-0090390

Raintree Village II L.L.C.

    Illinois    20-2118282

Renaissance Joint Venture

    Florida    20-0035665

Reserve @ Pleasant Grove II LLC

    New Jersey    90-0527127

Reserve @ Pleasant Grove LLC

    New Jersey    90-0527123

Reserve at River Park, LLC

    New Jersey    72-1537694

Reserve at South Harrison, LLC

    New Jersey    76-0682273

Rivendell Joint Venture

    Florida    65-0843443

Rivenhome Corporation

    Florida    76-0569346

RMV, LLC

    Maryland    None

Rutenberg Homes, Inc.

    Florida    76-0340291

 

11

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Rutenberg Homes of Texas, Inc.

    Texas    76-0215995

Rye Hill Company, LLC

    New York    20-0809495

R-Ranch Development, LLC

    Florida    46-1494780

R-Ranch Orlando Lender, LLC

    Florida    46-1486929

S. Florida Construction, LLC

    Florida    71-0949799

S. Florida Construction II, LLC

    Florida    72-1567303

S. Florida Construction III, LLC

    Florida    72-1567302

San Lucia, LLC

    Florida    20-4372714

Santa Ana Transit Village, LLC

    California    45-0512621

Savannah Development, Ltd.

    Texas    76-0654193

Savell Gulley Development, LLC

    Texas    26-2592101

Scarsdale, LTD.

    Texas    27-0080619

Schulz Ranch Developers, LLC

    Delaware    20-4092311

Seminole/70th, LLC

    Florida    56-2529886

Siena at Old Orchard, LLC

    Illinois    20-1476765

South Development, LLC

    Florida    20-2581567

Southbank Holding, LLC

    Florida    45-2420546

Spanish Springs Development, LLC

    Nevada    76-0672277

St. Charles Active Adult Community, LLC

    Maryland    20-1659598

Stoney Corporation

    Florida    59-3374931

Stoney Holdings, LLC

    Florida    27-5428554

Stoneybrook Clubhouse, Inc.

    Florida    76-0555539

Stoneybrook Joint Venture

    Florida    59-3386329

Strategic Cable Technologies, L.P.

    Texas    20-1179138

Strategic Holdings, Inc.

    Nevada    91-1770357

Strategic Technologies, LLC

    Florida    65-0523605

Summerfield Venture L.L.C.

    Illinois    20-0753624

 

12

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Summerwood L.L.C.

    Maryland    27-0045425

SunStreet Energy Group, LLC

    Delaware    90-0889251

TCO QVI, LLC

    Delaware    45-3568663

Temecula Valley, LLC

    Delaware    43-1971997

Terra Division, LLC

    Minnesota    None

The Baywinds Land Trust

    Florida    11-6591848

The Bridges at Rancho Santa Fe Sales Company, Inc.

    California    33-0886703

The Bridges Club at Rancho Santa Fe, Inc.

    California    33-0867612

The LNC Northeast Group, Inc.

    Delaware    54-1774997

The Preserve at Coconut Creek, LLC

    Florida    20-3287825

Treviso Holding, LLC

    Florida    45-1961704

Tustin Villas Partners, LLC

    Delaware    41-2076342

Tustin Vistas Partners, LLC

    Delaware    32-0054237

U.S. Home Corporation

    Delaware    52-2227619

U.S. Home of Arizona Construction Co.

    Arizona    74-2402824

U.S. Home Realty, Inc.

    Texas    76-0136964

U.S.H. Los Prados, Inc.

    Nevada    88-0232393

U.S.H. Realty, Inc.

    Maryland    74-2765031

USH Equity Corporation

    Nevada    76-0450341

USH-Flag, LLC

    Florida    26-3984776

USH LEE, LLC

    Florida    27-5368263

USH (West Lake), Inc.

    New Jersey    22-3471278

USH Woodbridge, Inc.

    Texas    76-0561576

UST Lennar GP PIS 10, LLC

    Delaware    26-3219799

UST Lennar GP PIS 7, LLC

    Delaware    26-3219172

Valencia at Doral, LLC

    Florida    20-3959040

 

13

Name of Co-Registrant

   

Jurisdiction of
Incorporation or
Organization

   

I.R.S. Employer
Identification No.

Vineyard Point 2009, LLC

    California    26-4562548

WCP, LLC

    South Carolina    51-0461143

West Chocolate Bayou Development, LLC

    Texas    26-2320867

West Lake Village, LLC

    New Jersey    23-2861558

West Seattle Project X, LLC

    Delaware    35-2460935

West Van Buren L.L.C.

    Illinois    36-4347398

Westchase, Inc.

    Nevada    91-1954138

Willowbrook Investors, LLC

    New Jersey    76-0687252

Woodbridge Multifamily Developer I, LLC

    Delaware    45-2921413

Wright Farm, L.L.C.

    Virginia    76-0629136

 

700 Northwest 107th Avenue

Miami, Florida

   33172
(Address of principal executive offices)   (Zip code)

 

 

Series B 4.125% Senior Notes due 2018

and Guarantees of Series B 4.125% Senior Notes due 2018

(Title of the indenture securities)

 

 

 

 

14

1. General information. Furnish the following information as to the trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

 

Name

  

Address

Comptroller of the Currency United States Department of the Treasury   Washington, DC 20219
Federal Reserve Bank   San Francisco, CA 94105
Federal Deposit Insurance Corporation   Washington, DC 20429

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

 

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

  2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

  3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

 

15

  4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

 

  6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

16

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 25th day of July, 2013.

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:  

/s/ Lawrence Dillard

Name:   Lawrence Dillard
Title:   Vice President

 

17

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business March 31, 2013, published in accordance with Federal regulatory authority instructions.

 

     Dollar amounts
in thousands		  

ASSETS

   

Cash and balances due from depository institutions:

   

Noninterest-bearing balances and currency and coin

      660   

Interest-bearing balances

      354   

Securities:

   

Held-to-maturity securities

      0   

Available-for-sale securities

      689,326   

Federal funds sold and securities purchased under agreements to resell:

   

Federal funds sold

      76,200   

Securities purchased under agreements to resell

      0   

Loans and lease financing receivables:

   

Loans and leases held for sale

      0   

Loans and leases, net of unearned income

      0   

LESS: Allowance for loan and lease losses

      0   

Loans and leases, net of unearned income and allowance

      0   

Trading assets

      0   

Premises and fixed assets (including capitalized leases)

      5,449   

Other real estate owned

      0   

Investments in unconsolidated subsidiaries and associated companies

      0   

Direct and indirect investments in real estate ventures

      0   

Intangible assets:

   

Goodwill

      856,313   

Other intangible assets

      152,015   

Other assets

      141,868   
  

 

 

  

Total assets

    $ 1,922,185   
  

 

 

  

 

1

LIABILITIES

   

Deposits:

   

In domestic offices

      536   

Noninterest-bearing

      536   

Interest-bearing

      0   

Not applicable

   

Federal funds purchased and securities sold under agreements to repurchase:

   

Federal funds purchased

      0   

Securities sold under agreements to repurchase

      0   

Trading liabilities

      0   

Other borrowed money:

   

(includes mortgage indebtedness and obligations under capitalized leases)

      0   

Not applicable

   

Not applicable

   

Subordinated notes and debentures

      0   

Other liabilities

      242,248   

Total liabilities

      242,784   

Not applicable

   

EQUITY CAPITAL

   

Perpetual preferred stock and related surplus

      0   

Common stock

      1,000   

Surplus (exclude all surplus related to preferred stock)

      1,121,615   

Not available

   

Retained earnings

      552,729   

Accumulated other comprehensive income

      4,057   

Other equity capital components

      0   

Not available

   

Total bank equity capital

      1,679,401   

Noncontrolling (minority) interests in consolidated subsidiaries

      0   

Total equity capital

      1,679,401   
  

 

 

  

Total liabilities and equity capital

      1,922,185   
  

 

 

  

I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Cherisse Waligura           )           CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

Troy Kilpatrick, President           )          
Frank P. Sulzberger, Director           )           Directors (Trustees)
William D. Lindelof, Director           )          

 

2

EX-99.1 9 d567477dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Form of Letter of Transmittal

LETTER OF TRANSMITTAL

to Exchange

SERIES A 4.125% SENIOR NOTES DUE 2018

for

SERIES B 4.125% SENIOR NOTES DUE 2018

(Registered under the Securities Act of 1933)

of

LENNAR CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON

[—], 2013 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED.

The Exchange Agent: Bank of New York Mellon Trust Company, N.A.

 

By Mail:   By Facsimile Transaction:   By Hand or Overnight Courier:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

    

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

  (For Eligible Institutions Only)  
   
  For Confirmation Telephone:  
   
Attention:     Attention:

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Letter of Transmittal is to be used to tender Series A 4.125% Senior Notes due 2018 (“Initial Notes”) of Lennar Corporation (the “Company”) to be exchanged for Series B 4.125% Senior Notes due 2018 (“Series B Notes”) of the Company. In order for Initial Notes to be exchanged for Series B Notes, (a) the Initial Notes must be transferred by book entry transfer to an account established by The Bank of New York Mellon Trust Company, N.A. (the “Exchange Agent”) at The Depositary Trust Company (“DTC”) and (b) a copy of this letter of transmittal, or a facsimile of it, must be delivered to the Exchange Agent in time so the Exchange Agent receives, not later than 5:00 p.m. New York City time on the Expiration Date: (i) confirmation of the book entry transfer of the Initial Notes into the Exchange Agent’s account at DTC as described in the Section of the Company’s Prospectus dated                      —, 2013 (the “Prospectus”) titled “The Exchange Offer — Procedures for Tendering Notes,” and (ii) a completed and executed letter of transmittal. In lieu of delivering a completed and executed letter of transmittal, an agent’s message (“Agent’s Message”) may be delivered to the Exchange Agent, stating that DTC has received an express acknowledgment that the applicable DTC participant has received and agrees to be bound by the exchange offer terms contained in the Prospectus and this letter of transmittal, and that the Company may enforce that agreement against the participant. Noteholders who are unable to deliver a Book Entry Confirmation and a Letter of Transmittal or Agent’s Message to the Exchange Agent before that time may tender their Initial Notes by using the guaranteed delivery procedure described in the Section of the Prospectus titled “The Exchange Offer — Guaranteed Delivery Procedures.” DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

PROVIDE THE FOLLOWING INFORMATION REGARDING DELIVERY OF THE INITIAL NOTES BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC:

 

Name of   
Tendering   
Institution:   

 

Account   
Number at   
DTC   

 

Transaction   
Code   
Number   

 

 

¨ CHECK HERE IF INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND PROVIDE THE FOLLOWING INFORMATION:

 

Name(s) of   
Beneficial   
Owner(s):   

 

Date of   
Execution of   
Notice of   
Guaranteed   
Delivery   

 

Name of   
Institution

which

   
Guaranteed   
Delivery   

 

DESCRIPTION OF THE INITIAL NOTES TENDERED

 

NAME(S) AND ADDRESS(ES) OF HOLDERS    

PRINCIPAL AMOUNT OF INTIAL NOTES

TENDERED

   

 

   

 

   

 

   

 

  Total:  

 

 

* Initial Notes may be tendered in denominations of $1,000 and integral multiples of that amount. Unless otherwise indicated, it will be assumed that all the Initial Notes described above are being tendered.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

LADIES AND GENTLEMEN:

The undersigned hereby submits to Lennar Corporation (the “Company”), a Delaware corporation, the Series A 4.125% Senior Notes due 2018 (“Initial Notes”) of the Company listed on the preceding page to be exchanged for Series B 4.125% Senior Notes due 2018 (“Series B Notes”), as described in the Company’s Prospectus dated                      —, 2013 (the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitutes the “Exchange Offer”).

Subject to, and effective upon, acceptance of the Initial Notes tendered with this Letter of Transmittal, the undersigned hereby sells, assigns, and transfers to, or upon the order of, the Company, in accordance with the terms of the Exchange Offer, all right, title and interest in and to all the Initial Notes that are being tendered with this Letter of Transmittal and irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to those Initial Notes with full power of substitution (that power of attorney being an irrevocable power coupled with an interest) to (a) transfer ownership of those Initial Notes on the account records maintained by DTC, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the Series B Notes being issued in exchange for those Initial Notes, (b) do all other things that are necessary or appropriate to cause those Initial Notes to be transferred to the Company, and (c) otherwise exercise all rights of beneficial ownership of the Initial Notes, all in accordance with the terms of the Exchange Offer.

The undersigned is aware that if the undersigned is participating in the Exchange Offer for the purpose of participating in a distribution of Series B Notes to be acquired in the Exchange Offer, the undersigned (1) cannot rely on the position of the SEC Staff enunciated in Exxon Capital Holdings and interpretive letters of similar effect, and (2) must comply with the prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) in connection with a secondary resale. The undersigned also is aware that any broker-dealer who holds Initial Notes for its own account as a result of market making activities or other trading activities and who receives Series B Notes in exchange for Initial Notes as a result of the Exchange Offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with a secondary resale. However, a broker dealer will not, by delivering a prospectus, be deemed to admit it is an “underwriter” within the meaning of the Securities Act.

The undersigned represents, warrants and agrees that:

 

  •  

the undersigned has full power and authority to tender, sell, assign and transfer the Initial Notes tendered by this Letter of Transmittal and that, when those Initial Notes are accepted for exchange by the Company, the Company will acquire good and unencumbered titled to those Initial Notes, free and clear of any liens, restrictions, charges, encumbrances or adverse claims.

 

  •  

(1) any Series B Notes that the undersigned receives in exchange for Initial Notes will be received by the undersigned in the ordinary course of its business, (2) at the date of this Letter of Transmittal, the undersigned has no arrangement or understanding with any person to participate in the distribution (as that term is defined for purposes of the Securities Act) of Series B Notes in violation of the Securities Act, (3) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the Securities Act) of the Company, (4) if the undersigned is not a broker-dealer, it is not engaged in, and does not intend to engage in, the distribution of Series B Notes, and (5) if the undersigned is a broker-dealer, it will receive Series B Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making or other trading activities and the undersigned will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of Series B Notes that are received in exchange for Initial Notes.

The undersigned, upon request, will execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Initial Notes tendered by this Letter of Transmittal to the Company.

The authority conferred in this Letter of Transmittal will not be affected by, and will survive, the death or incapacity of the undersigned, and any obligation of the undersigned under this Letter of Transmittal or otherwise resulting from the tender of the Initial Notes to which this Letter of Transmittal relates will be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned. Except as stated in the Prospectus, the tender made by this Letter of Transmittal is irrevocable.

The undersigned understands that tenders of Initial Notes pursuant to any one of the procedures described in the Section of the Prospectus titled “The Exchange Offer — Procedures for Tendering Notes” and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company relating to the exchange of Initial Notes for Series B Notes upon the terms and subject to the conditions of the Exchange Offer.

Unless otherwise indicated in the box below captioned “Special Payment Instructions,” please issue to the undersigned the Series B Notes being exchanged for the Initial Notes that are tendered with this Letter of Transmittal and accepted by the Company. Similarly, unless otherwise indicated in the box below captioned “Special Delivery Instructions,” please mail the confirmation of the exchange of the Initial Notes for the Series B Notes to the undersigned at the address shown below the undersigned’s signature. Any Initial Notes that are not accepted for exchange will be returned by crediting the account at DTC specified tinder “Special Payment Instructions.” The undersigned recognizes that the Company has no obligation pursuant to the Special Payment Instructions or otherwise to transfer any tendered Initial Notes that are not accepted for payment from the name of the registered holder of the Initial Notes to the name of another person.

SPECIAL EXCHANGE INSTRUCTIONS

(See Instructions 5, 6 and 7)

To be completed ONLY if the Series B Notes are to be issued in the name of someone other than the undersigned.

 

¨ Issue Series B Notes to:

Name

(Please Print)

Address:

(Include Zip Code)

(Tax Identification or Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 5, 6 and 7)

To be completed ONLY if Initial Notes which are not accepted for exchange are to be issued in the name of someone other than the undersigned, or if the Initial Notes which are not accepted for exchange are to be returned by credit to an account at DTC other than that designated above.

 

¨ Issue Initial Notes not accepted for exchange to:

Name

(Please Print)

Address:

 

 

(Include Zip Code)

 

 

(Tax Identification or Social Security Number)

 

¨ Credit Initial Notes which are not accepted for exchange to the following DTC account:

 

 

(Account Number)

Name

(Please Print)

Address:

 

 

(Include Zip Code)

 

SIGN HERE

Signature(s) of Owner(s)

Dated:                 , 2013

(Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) by documents transmitted with this Letter of Transmittal. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, please provide the information described in Instruction 5.)

 

Name(s)  

 

  (Please Print)

Capacity (full

title)

  

 

Address  

 

  (Include Zip Code)
Area Code and  
Telephone  
Number  

 

Tax Identification

or Social Security

  
No.  

 

  Guarantee of Signature(s)
  (See Instructions 1 and 5)
Authorized Signature  

 

Name  

 

Title  

 

Name of Firm  

 

Address  

 

Area Code and  
Telephone  
Number  

 

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of Transmittal if (i) this Letter of Transmittal is signed by the registered holder of the Initial Notes to be exchanged (which, for purposes of this document, includes any participant in DTC whose name appears on a security position listing as the owner of the Initial Notes to be exchanged) unless the holder has completed the box entitled “Special Issuance Instructions” or (ii) the Initial Notes to which this Letter of Transmittal relates are submitted for the account of a bank, broker, dealer, credit union, savings association or other member entity of the Securities Transfer Agents’ Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program (collectively, “Eligible Institutions”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL. This Letter of Transmittal is to be completed by noteholders even though the Initial Notes are being submitted in accordance with the procedures for delivery by book-entry transfer described in the Section of the Prospectus titled “The Exchange Offer — Procedures for Tendering Notes.” The Exchange Agent must receive, at or before 5:00 p.m., New York City time on [ — ], 2013, or on any later date to which the expiration of the exchange offer is extended (the “Expiration Date”), (i) confirmation by DTC of transfer of the Initial Notes to be exchanged to an account of the Exchange Agent with DTC, and (ii) a properly completed and duly executed Letter of Transmittal (or facsimile of one) or an Agent’s Message from DTC relating to those Initial Notes.

The method of delivery of this Letter of Transmittal and confirmation of delivery of the Initial Notes to be exchanged through DTC is at the option and risk of the tendering noteholder. Delivery will be deemed made only when items are actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

3. WITHDRAWAL OF TENDERS. Tendered Initial Notes may be withdrawn until 5:00 p.m. New York City time on the Expiration Date. Submissions may not be conditional or contingent, except to the extent of the right of a tendering noteholder to withdraw Initial Notes as described in the section of the Prospectus titled “The Exchange Offer — Withdrawal of Tenders”.

4. INADEQUATE SPACE. If the space provided in this Letter of Transmittal is inadequate, information about the Initial Notes being tendered for exchange should be listed on a separate signed schedule, which should be attached to this Letter of Transmittal.

5. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal is signed by the registered holder(s) of the Initial Notes being tendered for exchange, the signature(s) must correspond exactly with the name(s) that appear on a security position listing as owner(s) of the Initial Notes.

If any of the tendered Initial Notes are owned of record by two or more joint owners, all the owners must sign this Letter of Transmittal.

If tendered Initial Notes are registered in different names, it will be necessary to complete, sign and submit to the Exchange Agent as many separate Letters of Transmittal as there are different registrations on Initial Notes.

If this Letter of Transmittal or any assignment document is signed by a trustee, executor, administrator, guardian, attorney-in- fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should indicate that when signing, and that person may be required to submit evidence satisfactory to the Company of the person’s authority to act in that capacity.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Initial Notes that are being tendered, this Letter of Transmittal must be accompanied by appropriate documents of assignment signed by the registered owner(s) of the Initial Notes and the signatures on those documents of assignment must be guaranteed by an Eligible Institution (unless the registered owner is an Eligible Institution).

6. TRANSFER TAXES. Except as set forth in this Instruction 6, the Company will pay any taxes with respect to the transfer to it of Initial Notes that are exchanged. If the Series B Notes are to be issued to a person other than the registered holder of the Initial Notes, or if the Initial Notes are being tendered by anybody other than the registered owner(s) of the Initial Notes, the Series B Notes will not be issued until the Company receives satisfactory evidence that any applicable transfer tax has been paid.

7. SPECIAL ISSUANCE INSTRUCTIONS. Noteholders may request that any Initial Notes that are not accepted for purchase be credited to an account at DTC which the noteholder designates. If no instructions are given, any Initial Notes which are not accepted for purchase will be returned by crediting the account at DTC designated above.

8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may be directed to, or additional copies of the Prospectus and this Letter of Transmittal may be obtained from, the Exchange Agent at the address included on the first page of this letter of transmittal or from your broker, dealer, commercial bank or trust company.

9. WAIVER OF CONDITIONS. The conditions to the Exchange Offer may be waived by the Company, in whole or in part, at any time and from time to time in the Company’s sole discretion, as to any Initial Notes which are tendered for exchange. The Company may waive conditions with regard to some holders without being required to waive the same conditions with regard to other holders.

Important: This Letter of Transmittal (or a facsimile of it) or an Agent’s Message, together with confirmation of book- entry transfer and all other required documents, or a Notice of Guaranteed Delivery, must be received by the Exchange Agent at or prior to 5:00 P.M., New York City time, on the Expiration Date.

(DO NOT WRITE IN THE SPACES BELOW)

 

Date received:    Accepted by:    Checked by:

 

   

 

   

 

INITIAL NOTES

SUBMITED

   

INITIAL NOTES

ACCEPTED

   

SERIES B NOTES

ISSUED

   

INITIAL NOTES

RETURNED

   

BLOCK NO.

Delivery Prepared by:    Checked by:    Date:

 

   

 

   

 

 EX-99.2 10 d567477dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Form of Notice of Guaranteed Delivery

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION . If you have any doubt as to the action to be taken, you should seek advice from your own independent financial advisor.

NOTICE OF GUARANTEED DELIVERY

TO LENNAR CORPORATION

OF ITS

SERIES A 4.125% SENIOR NOTES DUE 2018

TO BE EXCHANGED FOR ITS

SERIES B 4.125% SENIOR NOTES DUE 2018

Holders of outstanding Series A 4.125% Senior Notes due 2018 (“Initial Notes”) who wish to tender their Initial Notes in exchange for Series B 4.125% Senior Notes due 2018 (the “Series B Notes”), but who cannot deliver Book Entry Confirmation of delivery of their Initial Notes and a Letter of Transmittal or an Agent’s Message (and any other documents required by the Letter of Transmittal or the Agent’s Message) to The Bank of New York Mellon Trust Company, N.A. (the “Exchange Agent”) prior to 5:00 P.M. New York City time on the Expiration Date, may use this Notice of Guaranteed Delivery or a substantially equivalent guaranty of delivery. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (with receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or by mail to the Exchange Agent. See “The Exchange Offer — Guaranteed Delivery Procedures” in the Prospectus.

THE EXCHANGE AGENT IS:

THE BANK OF NEW YORK MELLON

 

By Mail:              By Facsimile Transaction:    By Hand or Overnight Courier:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

      

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

  

(For Eligible Institutions Only)

   
     
  

For Confirmation Telephone:

   
     

Attention:

      

Attention:

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This form is not to be used to guarantee signatures. If the instructions to the Letter of Transmittal require that the signature on a Letter of Transmittal be guaranteed by an “Eligible Institution,” that signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders the Initial Notes specified below to Lennar Corporation (the “Company”), upon the terms and subject to the conditions set forth in the Prospectus dated                      [ — ], 2013, and the related Letter of Transmittal, receipt of each of which is acknowledged, using the guaranteed delivery procedures described in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

PLEASE SIGN AND COMPLETE

This Notice of Guaranteed Delivery must be signed by the holder(s) of Initial Notes exactly as the name of the applicable DTC participant’s name appears on a security position listing as the owner of Initial Notes, or by person(s) authorized to become holder(s) by documents transmitted with this Notice of Guaranteed Delivery. If the signature appearing below is not that of the holder(s) of the Initial Notes, then in order validly to tender the Initial Notes, the holder(s) must sign a valid proxy. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must set forth his or her name, address and capacity as indicated below and may be required to submit evidence satisfactory to the Company of that person’s authority to act.

 

Aggregate Principal Amount of Initial Notes
Surrendered:    
Account Number at The Depository Trust
Company:    

Transaction Code

Number:

    
Dated:    

Name(s) of Holder(s):

 

Address of Holder(s):

 

 

 

 

Area Code
and Tel.
No:		    
Names of
Authorized
Signatory:		    
Capacity:    
Address of
Authorized
Signatory:		    

 

 

 

 

 

 

Area Code
and Tel.
No.:		    

Signature(s) of Holder(s) or Authorized Signatory:

 

 

 

 

THE GUARANTEE ON THIS PAGE MUST BE COMPLETED .

GUARANTEE

(Not to be used for signature guarantee)

The undersigned bank, broker, dealer, credit union, savings association or other member entity of the Securities Transfer Agents’ Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program (each of which is an “Eligible Institution”) hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth in the Notice of Guaranteed Delivery within three New York Stock Exchange trading days after the date of this Guarantee, (i) book-entry confirmation of the transfer of the Initial Notes described above into the Exchange Agent’s account at DTC pursuant to the procedures set forth in the Prospectus, and (ii) either (x) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile copy of one) or (y) a properly transmitted Agent’s Message and (z) all other documents required by the Letter of Transmittal or the Agent’s Message.

The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver all applicable, letters, confirmations, messages and other documents to the Exchange Agent within the time period described above. Failure to do so could result in financial loss to that Eligible Institution.

 

Name of Firm:    

Address:

    
 
 
 
Area
Code and
Tel. No.:		    
 
(Authorized Signature)

Name:

    
(Please Print)

Title:

    

Date:

    
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