Lennar issues $2.85 billion early exchange notes in CalAtlantic offer

By Wendy Van Sickle

Columbus, Ohio, Feb. 13 – Lennar Corp. received no additional tenders in its offer to exchange eight series of notes issued by CalAtlantic Group, Inc. for up to $3 billion of new notes issued by Lennar and cash between the early deadline and Feb. 9, according to an update in an 8-K filing with the Securities and Exchange Commission.

However, the offer is ongoing.

As previously reported, by the early deadline, 5 p.m. ET on Feb. 1, the company had received tenders of $2.8 billion of the CalAtlantic notes.

When the merger became effective on Monday, the company issued $2,847,917,000 exchange notes for the early tenders in the following amounts:

• $485,609,000 of 8 3/8% senior notes due May 15, 2018;

• $267,708,000 of 6 5/8% senior notes due May 1, 2020;

• $397,606,000 of 8 3/8% senior notes due Jan. 15, 2021;

• $291.96 million of 6¼% senior notes due Dec. 15, 2021;

• $240,753,000 of outstanding 5 3/8% senior notes due Oct. 1, 2022;

• $421,403,000 of 5 7/8% senior notes due Nov. 15, 2024;

• $395,535,000 of 5¼% senior notes due June 1, 2026; and

• $347,343,000 of 5% senior notes due June 15, 2027.

The total exchange value per $1,000 principal amount of existing CalAtlantic notes is $1,000 principal amount of new Lennar notes with the same respective coupon and maturity and $1.00 in cash.

The total exchange amount includes an early tender premium of $30 principal amount of Lennar notes for each $1,000 principal amount of CalAtlantic notes tendered for exchange by the early tender date.

The exchange offers will continue until 12:01 a.m. ET on Feb. 16.

The offer opened on Jan. 19.

Lennar was also soliciting, on behalf of CalAtlantic, consents to amend the notes to eliminate some covenants, restrictive provisions and events of default from those indentures.

The company previously announced that by the early deadline it had secured the needed consents to amend each series of notes issued by CalAtlantic Group.

Global Bondholder Services Corp. (866 794-2200 or 212 430-3774 for banks and brokers) is the exchange agent and information agent for the Rule 144A and Regulation S offers.

Lennar is a Miami-based homebuilder. CalAtlantic is a home construction company based in Arlington, Va.

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