8-K - LEN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

July 27, 2023

Date of Report (Date of earliest event reported)

LENNAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11749	95-4337490
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5505 Blue Lagoon Drive, Miami, Florida 33126

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $.10	LEN	New York Stock Exchange
Class B Common Stock, par value $.10	LEN.B	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On July 27, 2023, Lennar Corporation (the “Company”) issued notices that it had opted to redeem on August 30, 2023 (the “Redemption Date”) all of its outstanding 5.875% Senior Notes due 2024 (the “Lennar Notes”) and all of the outstanding 5.875% Senior Notes due 2024 issued by Standard Pacific Corporation, now a subsidiary of the Company (the “Standard Pacific Notes” and together with the Lennar Notes, the “Notes”). The Notes were scheduled to mature on November 15, 2024. The redemption price will be equal to the greater of: (a) 100% of the principal amount of the Notes; and (b) the present value of the Remaining Payments (as defined in the applicable indenture) on the Notes being redeemed on the Redemption Date, discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate (as defined in the applicable indenture) plus 50 basis points (0.50%). In addition, holders will receive accrued but unpaid interest to, but not including, the Redemption Date. As of July 27, 2023, the outstanding principal amounts of the Lennar Notes and the Standard Pacific Notes were $421.4 million and $3.6 million, respectively.

Copies of the Notices of Redemption are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Document
99.1	Notice of Redemption relating to the Lennar Notes, dated July 27, 2023.
99.2	Notice of Redemption relating to the Standard Pacific Notes, dated July 27, 2023.
104	Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 28, 2023	Lennar Corporation
	By:	/s/ Diane Bessette
	Name:	Diane Bessette
	Title:	Vice President, Chief Financial Officer and Treasurer

Document

Exhibit 99.1

NOTICE OF OPTIONAL REDEMPTION

To the Holders of All Outstanding

LENNAR CORPORATION

5.875% Senior Notes due 2024

CUSIP Nos. 526057CQ5, 526057CR3*

July 27, 2023

NOTICE IS HEREBY GIVEN that, pursuant to Section 3.1(b) of the Indenture dated as of February 20, 2018 among Lennar Corporation (the “Issuer”), a Delaware corporation, the guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”), relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”), the Issuer will redeem all of the outstanding Notes on August 30, 2023 (the “Redemption Date”). In addition, Holders will receive accrued but unpaid interest to, but not including, the Redemption Date. Capitalized terms used and not otherwise defined herein have the meanings given thereto in the Indenture.

The Redemption Price will be equal to the greater of: (a) 100% of their principal amount; and (b) the present value of the Remaining 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%). The Issuer will also pay accrued and unpaid interest on the principal amount of the Notes to be redeemed up to, but not including, the Redemption Date. If the Notes were being redeemed on the date of this Notice (July 27, 2023), the Redemption Price would be 100% of the principal amount of the Notes.

The Notes must be presented and surrendered to the Trustee, acting in the capacity of Paying Agent (the “Paying Agent”), to collect the Redemption Price and any accrued interest. Interest on the Notes shall cease to accrue on and after the Redemption Date, and, unless the Issuer defaults in making the redemption payment, the only remaining right of the Holder with respect to Notes shall be to receive payment of the Redemption Price plus any accrued but unpaid interest upon presentation and surrender to the Paying Agent of the Notes.

The Notes must be presented and surrendered to the Paying Agent at the address below, or, for positions in the book-entry system, presented and surrendered in accordance with the applicable procedures of The Depositary Trust Company, to collect the Redemption Price plus any accrued but unpaid interest:

First Class/Registered/Certified:	Express Delivery Only:	By Hand Only:
The Bank of New York Mellon	The Bank of New York Mellon	The Bank of New York Mellon
2001 Bryan Street, 10th Floor	2001 Bryan Street, 10th Floor	2001 Bryan Street, 10th Floor
Dallas, TX 75201	Dallas, TX 75201	Dallas, TX 75201
Attn: Transfer/Redemption Unit	Attn: Transfer/Redemption Unit	Attn: Transfer/Redemption Unit

The method chosen for delivery of the Notes is at the option and risk of the Holder. If delivery is by mail, use of registered or certified mail, properly insured, is suggested.

LENNAR CORPORATION

*Neither the Issuer nor the Trustee will be held responsible for the selection or use of the CUSIP number, nor is any representation made as to the correctness or accuracy of the CUSIP number listed in this Notice of Optional Redemption or printed on the Notes. It is included solely for the convenience of the Holders.

Document

Exhibit 99.2

NOTICE OF OPTIONAL REDEMPTION

To the Holders of All Outstanding

STANDARD PACIFIC CORPORATION

5.875% Senior Notes due 2024

CUSIP No. 85375CBE0*

July 27, 2023

NOTICE IS HEREBY GIVEN that, pursuant to the optional redemption provisions of Sections 3.01 and 3.03 of the Indenture (the “Indenture”) dated as of April 1, 1999 between Standard Pacific Corporation, a Delaware corporation, subsequently named CalAtlantic Group, Inc. and now named CalAtlantic Group, LLC (“CalAtlantic”), and The First National Bank of Chicago, as trustee, and Section 4.01 of the Twenty-first Supplemental Indenture (the “Twenty-First Supplemental Indenture”) dated as of November 6, 2014 among Standard Pacific Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”), as amended by a Thirty-Second Supplemental Indenture dated as of February 2, 2018, by and among CalAtlantic, the guarantors named therein and the Trustee, Lennar Corporation (“Lennar”) a Delaware corporation, which has assumed the obligations of CalAtlantic with regard to the Notes, and CalAtlantic (together with Lennar, the “Issuer”) will redeem all of the outstanding Notes on August 30, 2023 (the “Redemption Date”). In addition, Holders will receive accrued but unpaid interest to, but not including, the Redemption Date. Capitalized terms used and not otherwise defined herein have the meanings given thereto in the Indenture.

The Redemption Price of the Notes will be equal to the greater of: (a) 100% of their principal amount; and (b) the present value of the Remaining 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%). The Issuer will also pay accrued and unpaid interest on the principal amount of the Notes to be redeemed up to, but not including, the Redemption Date. If the Notes were being redeemed on the date of this Notice (July 27, 2023), the Redemption Price would be 100.12% of the principal amount of the Notes.

First Class/Registered/Certified:	Express Delivery Only:	By Hand Only:
The Bank of New York Mellon	The Bank of New York Mellon	The Bank of New York Mellon
2001 Bryan Street, 10th Floor	2001 Bryan Street, 10th Floor	2001 Bryan Street, 10th Floor
Dallas, TX 75201	Dallas, TX 75201	Dallas, TX 75201
Attention: Transfer/Redemption Unit	Attention: Transfer/Redemption Unit	Attention: Transfer/Redemption Unit

The method chosen for delivery of the Notes is at the option and risk of the Holder. If delivery is by mail, use of registered or certified mail, properly insured, is suggested.

LENNAR CORPORATION CALATLANTIC GROUP LLC