Table of Contents
As filed with the Securities and Exchange Commission on October 3, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 | 95-4337490 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(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)
Mark Sustana
General Counsel and Secretary
Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida 33172
(305) 559-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David W. Bernstein, Esq.
K&L Gates LLP
599 Lexington Avenue
New York, NY 10022
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Information I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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.
| Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities to be Registered * |
Amount to be registered Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) | |
| Class A Common Stock, Class B Common Stock, Preferred Stock, Participating Preferred Stock, Depositary Shares, Debt Securities, Warrants, Units |
||
| Guarantees of Debt Securities by direct and indirect wholly-owned subsidiaries (2) |
||
| (1) | This registration statement relates to an indeterminate number of securities of each class that may be offered from time to time in amounts and at offering prices to be determined. It also includes securities that may be issued on conversion of other securities or on exercise of warrants with regard to which additional consideration may or may not be required. In accordance with Rules 456(b) and 457(i), the registrant is deferring payment of the registration fee, except for $150,836 that was paid with regard to securities registered in Registration Statements No. 333-117090 and 333-65244 that have not been sold. Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees. |
| (2) | See the following pages for a list of the guarantors, all of which are direct or indirect subsidiaries of Lennar Corporation. |
Table of Contents
| Name of Co-Registrant (1) |
Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification No. | ||
| 308 Furman, Ltd. |
TX | 01-0757175 | ||
| 360 Developers, LLC |
FL | 03-0469008 | ||
| Ann Arundel Farms, Ltd. |
TX | 76-0594649 | ||
| Aquaterra Utilities, Inc. |
FL | 59-3674555 | ||
| Asbury Woods L.L.C. |
IL | 36-4491586 | ||
| Astoria Options, LLC |
DE | 26-3838861 | ||
| Autumn Creek Development, Ltd. |
TX | 76-0566381 | ||
| Aylon, LLC |
DE | 74-3135055 | ||
| Bainebridge 249, LLC |
FL | 45-5434000 | ||
| Bay Colony Expansion 369, Ltd. |
TX | 01-0634897 | ||
| Bay River Colony Development, Ltd. |
TX | None | ||
| BB Investment Holdings, LLC |
NV | None | ||
| BCI Properties, LLC |
NV | None | ||
| Bellagio Lennar, LLC |
FL | 46-0560657 | ||
| Belle Meade LEN Holdings, LLC |
FL | 27-1137331 | ||
| Belle Meade Partners, LLC |
FL | 20-3287566 | ||
| BPH I, LLC |
NV | None | ||
| Bramalea California, Inc. |
CA | 95-3426206 | ||
| Bressi Gardenlane, LLC |
DE | 47-0876961 | ||
| Builders LP, Inc. |
DE | 43-1981685 | ||
| Cambria L.L.C. |
IL | 36-4343919 | ||
| Cary Woods, LLC |
IL | 36-4511011 | ||
| Casa Marina Development, LLC |
FL | 55-0817596 | ||
| Caswell Acquisition Group, LLC |
DE | None | ||
| Cedar Lakes II, LLC |
NC | None | ||
| Cherrytree II LLC |
MD | 75-2988548 | ||
| CL Ventures, LLC |
FL | 11-3728443 | ||
| Coco Palm 82, LLC |
FL | None | ||
| Colonial Heritage LLC |
VA | 20-0646289 | ||
| Concord Station, LLP |
FL | 20-0986458 | ||
| Coto De Caza, Ltd., Limited Partnership |
CA | 33-0738531 | ||
| Coventry L.L.C. |
IL | 36-4511106 | ||
| CP Red Oak Management, LLC |
TX | None | ||
| CP Red Oak Partners, Ltd. |
TX | 20-1064026 | ||
| CPFE, LLC |
MD | 45-5433728 | ||
| Creekside Crossing, L.L.C. |
IL | 43-2052256 | ||
| Danville Tassajara Partners, LLC |
DE | 20-1461254 | ||
| Darcy-Joliet L.L.C. |
IL | 20-1290431 | ||
| DBJ Holdings, LLC |
NV | None | ||
| DTC Holdings of Florida, LLC |
FL | 45-2118119 | ||
| Durrell 33, LLC |
NJ | 46-2498666 | ||
| Estates Seven, LLC |
DE | 52-2274380 | ||
| EV, LLC |
MD | None | ||
| Evergreen Village LLC |
DE | 59-3801488 | ||
| F&R Florida Homes, LLC |
FL | 27-2136138 | ||
| F&R QVI Home Investments USA, LLC |
DE | 20-8024189 | ||
| Fidelity Guaranty and Acceptance Corp. |
DE | 76-0168225 | ||
| FLORDADE LLC |
FL | 38-3832923 | ||
| Fox-Maple Associates, LLC |
NJ | 43-1997377 | ||
| Friendswood Development Company, LLC |
TX | 74-2859478 | ||
| Garco Investments, LLC |
FL | 65-1151300 | ||
| Greystone Construction, Inc. |
AZ | 86-0864245 | ||
| Greystone Homes of Nevada, Inc. |
DE | 88-0412604 | ||
| Greystone Homes, Inc. |
DE | 93-1070009 | ||
| Greystone Nevada, LLC |
DE | 88-0412611 | ||
| Greywall Club L.L.C. |
IL | 20-1083688 | ||
| Hammocks Lennar LLC |
FL | None | ||
| Harveston, LLC |
DE | 02-0613649 |
Table of Contents
| Name of Co-Registrant (1) |
Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification No. | ||
| Haverton L.L.C. |
IL | 30-0057181 | ||
| HCC Investors, LLC |
DE | 33-0770138 | ||
| Heathcote Commons LLC |
VA | 20-1178932 | ||
| Heritage of Auburn Hills, L.L.C. |
MI | 38-3395118 | ||
| Hewitts Landing Trustee, LLC |
MA | 27-2909649 | ||
| Home Buyer’s Advantage Realty, Inc. |
TX | 76-0573246 | ||
| Homecraft Corporation |
TX | 76-0334090 | ||
| HTC Golf Club, LLC |
CO | 26-0312522 | ||
| Inactive Companies, LLC |
FL | 26-2094631 | ||
| Independence L.L.C. |
VA | 76-0651137 | ||
| Isles at Bayshore Club, LLC |
FL | 27-2304291 | ||
| Kendall Hammocks Commercial, LLC |
FL | 30-0771295 | ||
| Lakelands at Easton, L.L.C. |
MD | 03-0501970 | ||
| Lakeside Farm, LLC |
MD | None | ||
| LCD Asante, LLC |
DE | 26-1131090 | ||
| Legends Club, LLC |
FL | 48-1259544 | ||
| Legends Golf Club, LLC |
FL | 59-3691814 | ||
| LEN – Belle Meade, LLC |
FL | 27-1077754 | ||
| LEN – Palm Vista, LLC |
FL | 27-1077269 | ||
| LEN Paradise Cable, LLC |
FL | 27-2559480 | ||
| LEN Paradise Operating, LLC |
FL | 27-2559369 | ||
| Len Paradise, LLC |
FL | 27-0950511 | ||
| LEN-CG South, LLC |
FL | 45-4599963 | ||
| Lencraft, LLC |
MD | 20-1749015 | ||
| LENH I, LLC |
FL | 56-2349820 | ||
| Len-Hawks Point, LLC |
FL | 45-4049841 | ||
| Lennar – BVHP, LLC |
CA | 94-3332430 | ||
| Lennar Aircraft I, LLC |
DE | 20-2424732 | ||
| Lennar Arizona Construction, Inc. |
AZ | 20-5335712 | ||
| Lennar Arizona, Inc. |
AZ | 20-5335505 | ||
| Lennar Associates Management Holding Company |
FL | 31-1806357 | ||
| Lennar Associates Management, LLC |
DE | 52-2257293 | ||
| Lennar Avenue One, LLC |
DE | 46-1440494 | ||
| Lennar Bridges, LLC |
CA | 33-0843355 | ||
| Lennar Buffington Colorado Crossing, L.P. |
TX | 20-2002341 | ||
| Lennar Buffington Zachary Scott, L.P. |
TX | 20-1577414 | ||
| Lennar Carolinas, LLC |
DE | 20-3150607 | ||
| Lennar Central Park, LLC |
DE | 20-1087322 | ||
| Lennar Central Region Sweep, Inc. |
NV | 65-1111068 | ||
| Lennar Central Texas, L.P. |
TX | 20-5336543 | ||
| Lennar Chicago, Inc. |
IL | 36-3971759 | ||
| Lennar Colorado Minerals LLC |
CO | None | ||
| Lennar Colorado, LLC |
CO | 20-0451796 | ||
| Lennar Commercial Investors, LLC |
FL | 46-2288424 | ||
| Lennar Communities Development, Inc. |
DE | 86-0262130 | ||
| Lennar Communities Nevada, LLC |
NV | 20-3035653 | ||
| Lennar Communities of Chicago L.L.C. |
IL | 20-2036535 | ||
| Lennar Communities, Inc. |
CA | 33-0855007 | ||
| Lennar Construction, Inc. |
AZ | 86-0972186 | ||
| Lennar Coto Holdings, L.L.C. |
CA | 33-0787906 | ||
| Lennar Courts, LLC |
FL | 46-3122365 | ||
| Lennar Developers, Inc. |
FL | 48-1259540 | ||
| Lennar Family of Builders GP, Inc. |
DE | 43-1981691 | ||
| Lennar Family of Builders Limited Partnership |
DE | 43-1981697 | ||
| Lennar Flamingo, LLC |
FL | 46-3111056 | ||
| Lennar Fresno, Inc. |
CA | 33-1008718 | ||
| Lennar Gardens, LLC |
FL | 27-4501329 | ||
| Lennar Georgia, Inc. |
GA | 20-8892316 | ||
| Lennar Greer Ranch Venture, LLC |
CA | 33-0888370 | ||
| Lennar Heritage Fields, LLC |
CA | 27-3194383 | ||
| Lennar Hingham Holdings, LLC |
DE | 20-2866090 | ||
| Lennar Hingham JV, LLC |
DE | 20-2866001 |
Table of Contents
| Name of Co-Registrant (1) |
Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification No. | ||
| Lennar Homes Holding, LLC |
DE | 16-1641233 | ||
| Lennar Homes NJ, LLC |
DE | 45-2921631 | ||
| Lennar Homes of Arizona, Inc. |
AZ | 65-0163412 | ||
| Lennar Homes of California, Inc. |
CA | 93-1223261 | ||
| Lennar Homes of Texas Land and Construction, Ltd. |
TX | 75-2792018 | ||
| Lennar Homes of Texas Sales and Marketing, Ltd. |
TX | 75-2792019 | ||
| Lennar Homes, LLC |
FL | 59-0711505 | ||
| Lennar Illinois Trading Company, LLC |
IL | None | ||
| Lennar Imperial Holdings Limited Partnership |
DE | 20-2552367 | ||
| Lennar International Holding, LLC |
DE | 46-1347038 | ||
| Lennar International, LLC |
DE | 61-1697090 | ||
| Lennar Land Partners Sub II, Inc. |
NV | 88-0429001 | ||
| Lennar Land Partners Sub, Inc. |
DE | 65-0776454 | ||
| Lennar Layton, LLC |
DE | 26-3797850 | ||
| Lennar Long Beach Promenade Partners, LLC |
DE | 20-1258506 | ||
| Lennar Lytle, LLC |
DE | 20-2374724 | ||
| Lennar Mare Island, LLC |
CA | 33-0789053 | ||
| Lennar Marina A Funding, LLC |
DE | 27-0762082 | ||
| Lennar Massachusetts Properties, Inc. |
DE | 20-2681100 | ||
| Lennar Middletown, LLC |
NJ | 45-5441987 | ||
| Lennar Multifamily Communities, LLC |
DE | 45-2701002 | ||
| Lennar New Jersey Properties, Inc. |
DE | 20-2681142 | ||
| Lennar New York, LLC |
NY | 20-3160452 | ||
| Lennar Northeast Properties LLC |
NJ | 20-4874094 | ||
| Lennar Northeast Properties, Inc. |
NV | 20-2552288 | ||
| Lennar Northwest, Inc. |
DE | 45-2978961 | ||
| Lennar Pacific Properties Management, Inc. |
DE | 30-0139878 | ||
| Lennar Pacific Properties, Inc. |
DE | 88-0412607 | ||
| Lennar Pacific, Inc. |
DE | 88-0412608 | ||
| Lennar PI Acquisition, LLC |
NJ | 26-1531638 | ||
| Lennar PI Property Acquisition, LLC |
NJ | 26-1531376 | ||
| Lennar PIS Management Company, LLC |
DE | 26-3218984 | ||
| Lennar PNW, Inc. |
WA | 20-2977927 | ||
| Lennar Point, LLC |
NJ | 46-0534484 | ||
| Lennar Port Imperial South, LLC |
DE | 20-2552353 | ||
| Lennar Realty, Inc. |
FL | 76-0683361 | ||
| Lennar Renaissance, Inc. |
CA | 33-0726195 | ||
| Lennar Reno, LLC |
NV | 22-3895412 | ||
| Lennar Rialto Investment LP |
DE | 27-1437879 | ||
| Lennar Riverside West Urban Renewal Company, L.L.C. |
NJ | 20-2562043 | ||
| Lennar Riverside West, LLC |
DE | 20-2552385 | ||
| Lennar Sacramento, Inc. |
CA | 33-0794993 | ||
| Lennar Sales Corp. |
CA | 95-4716082 | ||
| Lennar San Jose Holdings, Inc. |
CA | 65-0645170 | ||
| Lennar Southland I, Inc. |
CA | 33-0801714 | ||
| Lennar Southwest Holding Corp. |
NV | 91-1933536 | ||
| Lennar Spencer’s Crossing, LLC |
DE | 20-2906597 | ||
| Lennar Texas Holding Company |
TX | 75-2788257 | ||
| Lennar Trading Company, LP |
TX | 72-1574089 | ||
| Lennar Ventures, LLC |
FL | 26-3103505 | ||
| Lennar West Valley, LLC |
CA | 20-1342854 | ||
| Lennar.com Inc. |
FL | 65-0980149 | ||
| Lennar/LNR Camino Palomar, LLC |
CA | 90-0159727 | ||
| Lennar-Lantana Boatyard, Inc. |
FL | 56-2321100 | ||
| LEN-Ryan 1, LLC |
FL | None | ||
| Len-Verandahs, LLP |
FL | 20-3021304 | ||
| LFS Holding Company, LLC |
DE | 65-1105931 | ||
| LH Eastwind, LLC |
FL | 20-0097714 | ||
| LH-EH Layton Lakes Estates, LLC |
AZ | 04-3741040 |
Table of Contents
| Name of Co-Registrant (1) |
Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification No. | ||
| LHI Renaissance, LLC |
FL | 02-0680656 | ||
| LMC Malden Station Investor, LLC |
DE | 30-0754847 | ||
| LMI (150 OCEAN) INVESTOR, LLC |
DE | 80-0940631 | ||
| LMI Contractors, LLC |
DE | 80-0838150 | ||
| LMI Glencoe Dallas Investor, LLC |
DE | 61-1706871 | ||
| LMI Lakes West Covina Investor, LLC |
DE | 32-0414007 | ||
| LMI Las Colinas Station, LLC |
DE | 32-0395213 | ||
| LMI Naperville Investor, LLC |
DE | 37-1709704 | ||
| LMI Park Central Investor, LLC |
DE | 35-2471697 | ||
| LMICS, LLC |
DE | 36-4747722 | ||
| LMI-JC Developer, LLC |
DE | 38-3875832 | ||
| LMI-JC, LLC |
DE | 90-0843143 | ||
| LMI-West Seattle, LLC |
DE | 37-1699874 | ||
| LNC at Meadowbrook, LLC |
IL | 36-0026164 | ||
| LNC at Ravenna, LLC |
IL | 41-2088272 | ||
| LNC Communities I, Inc. |
CO | 84-1317557 | ||
| LNC Communities II, LLC |
CO | 84-1317558 | ||
| LNC Communities III, Inc. |
CO | 84-1361682 | ||
| LNC Communities IV, LLC |
CO | 84-1512061 | ||
| LNC Communities IX, LLC |
CO | None | ||
| LNC Communities V, LLC |
CO | 84-1513989 | ||
| LNC Communities VI, LLC |
CO | 84-1556776 | ||
| LNC Communities VII, LLC |
CO | 84-1534329 | ||
| LNC Communities VIII, LLC |
CO | 84-1553326 | ||
| LNC Northeast Mortgage, Inc. |
DE | 54-1830770 | ||
| LNC Pennsylvania Realty, Inc. |
PA | 23-2991585 | ||
| Long Beach Development, LLC |
TX | 26-2321011 | ||
| Lori Gardens Associates II, LLC |
NJ | 20-1944492 | ||
| Lori Gardens Associates III, LLC |
NJ | 20-1944674 | ||
| Lori Gardens Associates, L.L.C. |
NJ | 76-0664697 | ||
| Lorton Station, LLC |
VA | 76-0694499 | ||
| LW D’Andrea, LLC |
DE | 20-4489534 | ||
| Madrona Ridge L.L.C. |
IL | 20-0278584 | ||
| Madrona Village L.L.C. |
IL | 36-4343916 | ||
| Madrona Village Mews L.L.C. |
IL | 36-0026266 | ||
| Majestic Woods, LLC |
NJ | 74-3001871 | ||
| Marble Mountain Partners, LLC |
DE | 41-2076340 | ||
| Mid-County Utilities, Inc. |
MD | 76-0610395 | ||
| Mission Viejo 12S Venture, LP |
CA | 33-0615197 | ||
| Mission Viejo Holdings, Inc. |
CA | 33-0785862 | ||
| Moffett Meadows Partners, LLC |
DE | 56-2320229 | ||
| NC Properties I, LLC |
DE | 27-3443043 | ||
| NC Properties II, LLC |
DE | 27-3443142 | ||
| Northbridge L.L.C. |
IL | 36-4511102 | ||
| Northeastern Properties LP, Inc. |
NV | 20-2552328 | ||
| OHC/Ascot Belle Meade, LLC |
FL | 20-3276553 | ||
| One SR, L.P. |
TX | 75-3030507 | ||
| Palm Gardens At Doral Clubhouse, LLC |
FL | 26-0801736 | ||
| Palm Gardens at Doral, LLC |
FL | 20-3959088 | ||
| Palm Vista Preserve, LLC |
FL | 83-0426521 | ||
| PD-Len Boca Raton, LLC |
DE | 20-8734358 | ||
| PD-Len Delray, LLC |
DE | 20-8734555 | ||
| PG Properties Holding, LLC |
NC | 26-4059800 | ||
| Pioneer Meadows Development, LLC |
NV | 20-0939113 | ||
| Pioneer Meadows Investments, LLC |
NV | 20-0939094 | ||
| POMAC, LLC |
MD | 11-3708149 | ||
| Prestonfield L.L.C. |
IL | 36-4511103 | ||
| Providence Lakes, LLP |
FL | 20-1744772 | ||
| PT Metro, LLC |
DE | 45-4508755 | ||
| Raintree Village II L.L.C. |
IL | 20-2118282 | ||
| Raintree Village L.L.C. |
IL | 20-0090390 | ||
| Renaissance Joint Venture |
FL | 20-0035665 | ||
| Reserve @ Pleasant Grove II LLC |
NJ | 90-0527127 | ||
| Reserve @ Pleasant Grove LLC |
NJ | 90-0527123 |
Table of Contents
| Name of Co-Registrant (1) |
Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification No. | ||
| Reserve at River Park, LLC |
NJ | 72-1537694 | ||
| Reserve at South Harrison, LLC |
NJ | 76-0682273 | ||
| Rivendell Joint Venture |
FL | 65-0843443 | ||
| Rivenhome Corporation |
FL | 76-0569346 | ||
| RMV, LLC |
MD | None | ||
| Rutenberg Homes of Texas, Inc. |
TX | 76-0215995 | ||
| Rutenberg Homes, Inc. |
FL | 76-0340291 | ||
| Rye Hill Company, LLC |
NY | 20-0809495 | ||
| S. Florida Construction II, LLC |
FL | 72-1567303 | ||
| S. Florida Construction III, LLC |
FL | 72-1567302 | ||
| S. Florida Construction, LLC |
FL | 71-0949799 | ||
| San Lucia, LLC |
FL | 20-4372714 | ||
| Santa Ana Transit Village, LLC |
CA | 45-0512621 | ||
| Savannah Development, Ltd. |
TX | 76-0654193 | ||
| Savell Gulley Development, LLC |
TX | 26-2592101 | ||
| Scarsdale, LTD. |
TX | 27-0080619 | ||
| Schulz Ranch Developers, LLC |
DE | 20-4092311 | ||
| Seminole/70th, LLC |
FL | 56-2529886 | ||
| Siena at Old Orchard L.L.C. |
IL | 20-1476765 | ||
| South Development, LLC |
FL | 20-2581567 | ||
| Southbank Holding, LLC |
FL | 45-2420546 | ||
| Spanish Springs Development, LLC |
NV | 76-0672277 | ||
| St. Charles Active Adult Community, LLC |
MD | 20-1659598 | ||
| Stoney Corporation |
FL | 59-3374931 | ||
| Stoney Holdings, LLC |
FL | 27-5428554 | ||
| Stoneybrook Clubhouse, Inc. |
FL | 76-0555539 | ||
| Stoneybrook Joint Venture |
FL | 59-3386329 | ||
| Strategic Cable Technologies, L.P. |
TX | 20-1179138 | ||
| Strategic Holdings, Inc. |
NV | 91-1770357 | ||
| Strategic Technologies, LLC |
FL | 65-0523605 | ||
| Summerfield Venture L.L.C. |
IL | 20-0753624 | ||
| Summerwood, LLC |
MD | 27-0045425 | ||
| SunStreet Energy Group, LLC |
DE | 90-0889251 | ||
| TCO QVI, LLC |
DE | 45-3568663 | ||
| Temecula Valley, LLC |
DE | 43-1971997 | ||
| Terra Division, LLC |
MN | None | ||
| The Baywinds Land Trust |
FL | 11-6591848 | ||
| The Bridges at Rancho Santa Fe Sales Company, Inc. |
CA | 33-0886703 | ||
| The Bridges Club at Rancho Santa Fe, Inc. |
CA | 33-0867612 | ||
| The LNC Northeast Group, Inc. |
DE | 54-1774997 | ||
| The Preserve at Coconut Creek, LLC |
FL | 20-3287825 | ||
| Treviso Holding, LLC |
FL | 45-1961704 | ||
| Tustin Villas Partners, LLC |
DE | 41-2076342 | ||
| Tustin Vistas Partners, LLC |
DE | 32-0054237 | ||
| U.S. Home Corporation |
DE | 52-2227619 | ||
| U.S. Home of Arizona Construction Co. |
AZ | 74-2402824 | ||
| U.S. Home Realty, Inc. |
TX | 76-0136964 | ||
| U.S.H. Los Prados, Inc. |
NV | 88-0232393 | ||
| U.S.H. Realty, Inc. |
MD | 74-2765031 | ||
| USH – Flag, LLC |
FL | 26-3984776 | ||
| USH Equity Corporation |
NV | 76-0450341 | ||
| USH LEE, LLC |
FL | 27-5368263 | ||
| USH Woodbridge, Inc. |
TX | 76-0561576 | ||
| UST Lennar GP PIS 10, LLC |
DE | 26-3219799 | ||
| UST Lennar GP PIS 7, LLC |
DE | 26-3219172 | ||
| UST Lennar HW Scala SF Joint Venture |
DE | 26-3262077 | ||
| Valencia at Doral, LLC |
FL | 20-3959040 | ||
| Vineyard Point 2009, LLC |
CA | 26-4562548 | ||
| WCP, LLC |
SC | 51-0461143 | ||
| West Chocolate Bayou Development, LLC |
TX | 26-2320867 | ||
| West Lake Village, LLC |
NJ | 23-2861558 | ||
| West Seattle Project X, LLC |
DE | 35-2460935 | ||
| West Van Buren L.L.C. |
IL | 36-4347398 | ||
| Westchase, Inc. |
NV | 91-1954138 | ||
| Willowbrook Investors, LLC |
NJ | 76-0687252 | ||
| Woodbridge Multifamily Developer I, LLC |
DE | 45-2921413 | ||
| Wright Farm, L.L.C. |
VA | 76-0629136 |
| (1) | The address, including zip code, and telephone number, including area code, for each of the additional registrants is 700 Northwest 107th Avenue, Miami, Florida 33172, (305) 559-4000. |
Table of Contents
Prospectus
LENNAR CORPORATION
Class A Common Stock
Class B Common Stock
Preferred Stock
Participating Preferred Stock
Depositary Shares
Debt Securities
Warrants
Units
We or holders of our securities (“selling stockholders”) may from time to time offer to sell our Class A common stock, Class B common stock, preferred stock (which we may issue in one or more series), participating preferred stock, depositary shares representing shares of our common stock or preferred stock, debt securities (of which we may offer one or more issues and which may or may not be guaranteed by some or all of our subsidiaries), warrants entitling the holders to purchase one or more classes or series of these securities or units consisting of two or more of these classes or series of securities.
We or selling stockholders may offer and sell these securities to or through one or more underwriters, dealers or agents as designated from time to time, or directly to purchasers, on a continuous or delayed basis. These securities also may be resold by security holders. When we or selling stockholders offer securities, we will provide you with a prospectus supplement describing the specific terms of the specific issue of securities and of the offering, including the offering price of the securities. You should carefully read this prospectus and the prospectus supplement relating to the specific issue of securities, together with the documents we incorporate by reference, before you decide to invest in any of these securities. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
Our Class A common stock is listed on the New York Stock Exchange under the symbol “LEN” and our Class B common stock is listed on the New York Stock Exchange under the symbol “LEN.B.” We will make application to list any shares of Class A common stock or Class B common stock sold pursuant to a supplement to this prospectus on the New York Stock Exchange (unless the Class A or Class B common stock no longer is listed on that exchange). We have not determined whether we will arrange to have any other securities we may offer traded on any exchange or in the over-the-counter market. If we decide to seek the listing of any securities, the prospectus supplement will disclose the exchange or market.
Investing in our securities involves risk. See “Risk Factors” on page 2 of this prospectus. You should carefully review the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement, and under similar headings in the other documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 3, 2014.
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You should rely only on the information contained or incorporated by reference in this prospectus, in any accompanying prospectus supplement or in any related offering material issued or authorized by us. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus, any prospectus supplement or in any such offering material is accurate as of any date other than the dates of the applicable documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
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This prospectus is part of a registration statement filed by us with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, sell any securities or combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we offer to sell securities, we will provide a prospectus supplement that will contain specific information about the securities that are being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference,” or similar headings.
In this prospectus, except as otherwise indicated, the terms “Company,” “we,” “us” or “our” mean Lennar Corporation and all entities included in our consolidated financial statements.
We are one of the nation’s largest homebuilders. 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 have grouped our homebuilding activities into five reportable segments, which we refer to as Homebuilding East, Homebuilding Central, Homebuilding West, Homebuilding Southeast Florida and Homebuilding Houston. We include homebuilding activities that are not in those reportable segments under “Homebuilding Other.” We also have three other reportable segments: Lennar Financial Services (“Financial Services”), Rialto Investments (“Rialto”) and Lennar Multifamily (“Multifamily”). Our Financial Services segment provides mortgage financing, title insurance and closing services for both buyers of our homes and others. Our Rialto segment’s operations include raising, investing and managing third party capital, originating and securitizing commercial mortgage loans, as well as investing its own capital in real estate related mortgage loans, properties and related securities. Our Multifamily segment focuses on developing, primarily through unconsolidated entities, a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets.
We are a Delaware corporation founded in 1954. 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 prospectus.
Investing in our securities involves risks. Potential investors are urged to read and consider the risk factors relating to an investment in our Company described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the SEC and incorporated by reference in this prospectus. A prospectus supplement applicable to securities we offer will also contain a discussion of any material risks applicable to the particular type of securities we are offering under that prospectus supplement. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and any prospectus supplement.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) are statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends 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. This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements including, but not limited to, statements regarding: our belief that the Company is well positioned to be able to continue to perform well in current market conditions; our belief that the recovery is continuing its progression at a slow and steady pace, and that it is supported on the downside by the significant production deficit that has been built over the past seven years; our expectation that we will continue to invest in carefully underwritten strategic land acquisitions; our belief that we are on track to achieve another year of strong profits; our expectation that the main driver of our earnings will continue to be our homebuilding and Financial Services operations; our belief that the recovery will continue to benefit the rental market; our expectation regarding the pipeline of future projects in the Multifamily segment; our expectation that our ancillary businesses will enhance shareholder value; our intent to settle the face value of the 2.75% convertible senior notes due 2020 in cash; our expectation regarding our variability in our quarterly results; our belief that Rialto Mortgage Finance will be a significant contributor to Rialto’s revenues in the near future; 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; and our estimates regarding certain tax matters and accounting valuations, including our expectations regarding the result of anticipated settlements with various taxing authorities.
These statements, as well as other forward-looking statements contained in this prospectus and the documents incorporated by reference in this prospectus, are based on our current plans and expectations and are subject to risks, uncertainties and assumptions. We caution readers that certain important factors could cause actual results and events to differ significantly from those expressed in any forward-looking statements. These factors include, among others, the following: a slowdown in the recovery of real estate markets across the nation, or any downturn in such markets; changes in general economic and financial conditions, and demographic trends, in the U.S. leading to decreased demand for our services and homes, lower profit margins and reduced access to credit; unfavorable or unanticipated outcomes in legal proceedings that substantially exceed our expectations; the possibility that we will incur non-recurring costs that may not have a material adverse effect on our business or financial condition, but may have a material adverse effect on our consolidated financial statements for a particular reporting period; decreased demand for our Multifamily rental properties; our ability to acquire land and pursue real estate opportunities at anticipated prices; increased 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, and 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, both in our Homebuilding and Multifamily businesses; our inability to maintain anticipated pricing levels and our inability to predict the effect of interest rates on demand; the ability and willingness of the participants in various joint ventures to honor their commitments; our ability to successfully and timely obtain land-use entitlements and construction financing, and address issues that arise in connection with the use and development of our land; natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage; our inability to successfully grow our ancillary businesses; potential liability under environmental or construction laws, or other laws or regulations affecting our business; our ability to comply with the terms of our debt instruments; and our ability to successfully estimate the impact of certain regulatory, accounting and tax matters.
The list of risks above is not exhaustive. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. As a result, no assurance can be given as to our future results or achievements. You should not place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this prospectus. We do not intend, or assume any obligation, to update or revise any forward-looking statements contained in this prospectus, whether as a result of new information, future events or otherwise, except as required by law.
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Unless otherwise specified in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, which may include the repayment of indebtedness, working capital, capital expenditures, acquiring and developing land and repaying or repurchasing existing debt. Pending use for these purposes, we may invest proceeds from the sale of the securities in short-term marketable securities. Unless the applicable prospectus supplement indicates otherwise, we will not receive any proceeds from the sale of securities by selling stockholders.
We may register securities covered by this prospectus to permit selling stockholders to resell their securities. We may register securities for resale by selling stockholders by filing a prospectus supplement with the SEC. The prospectus supplement would set forth information about the selling stockholders, including their names, the amounts of their securities that will be sold, their beneficial ownership of the securities and their relationship with us.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the five fiscal years ended November 30, 2013 and the nine months ended August 31, 2014. 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. There was no preferred stock outstanding for any of the periods presented. Accordingly, the ratios of earnings to combined fixed charges and preferred stock dividends were identical to the ratios of earnings to fixed charges.
| Nine Months Ended August 31, |
Year Ended November 30, | |||||||||
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2013 |
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3.0x | 1.7x | 1.6x | 1.3x | —x(1) | |||||
| (1) | For the year ended November 30, 2009, we had an earnings to fixed charges deficiency of $651.7 million. |
DESCRIPTION OF DEBT SECURITIES
The following is a description of the general terms and provisions that may apply to debt securities we offer. The particular terms of any debt securities that are offered will be described in the prospectus supplement relating to those debt securities, which may add, update or change the terms described in this prospectus. To review the terms of any debt securities offered by this prospectus, you must review both this prospectus and the relevant prospectus supplement.
We may issue debt securities under either (a) an indenture dated as of December 31, 1997, with The Bank of New York Mellon, as successor trustee, or (b) one or more other indentures with that or another trustee. We may supplement any of these indentures from time to time. The following paragraphs describe the provisions of the current indenture. We have filed the indenture dated December 31, 1997, as an exhibit to Registration Statement File No. 333-45527, at which time the trustee was J.P. Morgan Trust Company, N.A., the successor in interest to the original trustee, The First National Bank of Chicago. You can inspect that indenture as described under “Where You Can Find More Information” or at the office of the trustee that is a party to it.
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General
The debt securities will be direct obligations of our Company and may be either senior debt securities or subordinated debt securities. Some or all of the co-registrants under the registration statement which includes this prospectus (each of which is our direct or indirect wholly-owned subsidiary) may guaranty our payment of debt securities issued under this prospectus. In addition, the debt securities may be secured by the shares of some or all of our subsidiaries or by other assets. None of the indentures relating to our currently outstanding debt securities limits the principal amount of debt securities that we may issue. We may offer one or more issues of debt securities. An indenture or a supplemental indenture will set forth specific terms of each issue of debt securities. There will be prospectus supplements relating to particular issues or series of debt securities. Each prospectus supplement will describe:
| • | the title of the debt securities and whether the debt securities are senior or subordinated debt securities; |
| • | any limit upon the aggregate principal amount of the issue or series of debt securities which we may issue; |
| • | the date or dates on which principal of the debt securities will be payable and the amount of principal which will be payable; |
| • | the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, if any, or contingent interest, if any, as well as the dates from which interest will accrue, the dates on which interest will be payable, the persons to whom interest will be payable, if other than the registered holders on the record date, and the record date for the interest payable on any payment date; |
| • | the currency or currencies in which principal, premium, if any, and interest, if any, will be paid; |
| • | whether our obligations with regard to the debt securities are guaranteed by some or all of our subsidiaries; |
| • | whether our obligations with regard to the debt securities are secured by shares of some or all of our subsidiaries or by other assets; |
| • | the place or places where principal, premium, if any, and interest, if any, on the debt securities will be payable and where debt securities which are in registered form can be presented for registration of transfer or exchange; |
| • | any provisions regarding our right to prepay debt securities or of holders to require us to prepay debt securities; |
| • | the right, if any, of holders of the debt securities to convert them into common stock or other securities, including any contingent conversion provisions; |
| • | any provisions requiring or permitting us to make payments to a sinking fund which will be used to redeem debt securities or a purchase fund which will be used to purchase debt securities; |
| • | any index or formula used to determine the required payments of principal, premium, if any, or interest, if any; |
| • | the percentage of the principal amount of the debt securities which is payable if maturity of the debt securities is accelerated because of a default; |
| • | any special or modified events of default or covenants with respect to the debt securities; and |
| • | any other material terms of the debt securities. |
None of the indentures relating to Lennar Corporation’s currently outstanding debt securities contains any restrictions on the payment of dividends or the repurchase of our securities or any financial covenants. However, supplemental indentures relating to particular series of debt securities, or future indentures, may contain provisions of that type.
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We may issue debt securities at a discount from, or at a premium to, their stated principal amount. A prospectus supplement may describe federal income tax considerations and other special considerations applicable to a debt security issued with original issue discount or at a premium.
If the principal of, premium, if any, or interest, if any, with regard to any series of debt securities is payable in a foreign currency, then in the prospectus supplement relating to those debt securities, we will describe any restrictions on currency conversions, tax considerations or other material restrictions with respect to that issue of debt securities.
Form of Debt Securities
We may issue debt securities in certificated or uncertificated form, in registered form with or without coupons or in bearer form with coupons, if applicable.
We may issue debt securities of an issue or a series in the form of one or more global certificates evidencing all or a portion of the aggregate principal amount of the debt securities of that issue or series. We may deposit the global certificates with depositaries, and the global certificates may be subject to restrictions upon transfer or upon exchange for debt securities in individually certificated form.
Events of Default and Remedies
An event of default with respect to each issue or series of debt securities will include:
| • | our default in payment of the principal of or premium, if any, on debt securities of the issue or series beyond any applicable grace period; |
| • | our default for 30 days or a different period specified in a supplemental indenture, which may be no period, in payment of any installment of interest due with regard to debt securities of the issue or series; |
| • | our default for 60 days after notice or a different period specified in a supplemental indenture, which may be no period, in the observance or performance of any other covenants in the indenture; and |
| • | certain events involving our bankruptcy, insolvency or reorganization. |
Supplemental indentures relating to particular issues or series of debt securities may include other events of default.
The current indenture provides that the trustee may withhold notice to the holders of any issue or series of debt securities of any default (except a default in payment of principal, premium, if any, or interest, if any) if the trustee considers it in the interest of the holders to do so.
The current indenture provides that if any event of default has occurred and is continuing, the trustee or the holders of not less than 25% in principal amount of the issue or series of debt securities then outstanding may declare the principal of and accrued interest, if any, on all the debt securities of that issue or series to be due and payable immediately. However, if we cure all defaults (except the failure to pay principal, premium or interest which became due solely because of the acceleration) and certain other conditions are met, that declaration may be annulled and past defaults may be waived by the holders of a majority in principal amount of the issue or series of debt securities then outstanding.
The holders of a majority of the outstanding principal amount of an issue or series of debt securities will have the right to direct the time, method and place of conducting proceedings for any remedy available to the trustee, subject to certain limitations specified in the indenture.
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A prospectus supplement will describe any additional or different events of default which apply to any issue or series of debt securities.
Modification of an Indenture
We and the trustee under an indenture may:
| • | without the consent of holders of debt securities, modify the indenture to cure errors or clarify ambiguities; |
| • | with the consent of the holders of not less than a majority in principal amount of the debt securities which are outstanding under the indenture, modify the indenture or the rights of the holders of the debt securities generally; and |
| • | with the consent of the holders of not less than a majority in outstanding principal amount of any issue or series of debt securities, modify any supplemental indenture relating solely to that series of debt securities or the rights of the holders of that issue or series of debt securities. |
However, we may not:
| • | extend the fixed maturity of any debt securities, reduce the rate or extend the time for payment of interest, if any, on any debt securities, reduce the principal amount of any debt securities or the premium, if any, on any debt securities, impair or affect the right of a holder to institute suit for the payment of principal, premium, if any, or interest, if any, with regard to any debt securities, change the currency in which any debt securities are payable or impair the right, if any, to convert any debt securities into common stock or any other of our securities, without the consent of each holder of debt securities who will be affected; or |
| • | reduce the percentage of holders of debt securities required to consent to an amendment, supplement or waiver, without the consent of the holders of all the then outstanding debt securities or outstanding debt securities of a series which will be affected. |
Mergers and Other Transactions
Our current indenture provides that we may not consolidate with or merge into any other entity, or transfer or lease our properties and assets substantially as an entirety to another person, unless (1) the entity formed by the consolidation or into which we are merged, or which acquires or leases our properties and assets substantially as an entirety, assumes by a supplemental indenture all our obligations with regard to outstanding debt securities and our other covenants under the indenture, and (2) with regard to each issue or series of debt securities, immediately after giving effect to the transaction, no event of default, with respect to that series of debt securities, and no event which would become an event of default, will have occurred and be continuing.
Guarantees
Debt securities may be guaranteed by some or all of our wholly-owned (i.e., 100% owned) subsidiaries. Those guarantees may remain in effect for the life of the guaranteed debt securities, or may terminate on the occurrence of specified events or circumstances. The prospectus supplement describing an issue of debt securities that are guaranteed by some or all of our wholly-owned subsidiaries will identify the guarantor subsidiaries, either by name or by category, and will describe the terms of the guarantee, including any conditions to its effectiveness and any events or circumstances under which it will be suspended or terminate.
Concerning the Trustees
The Bank of New York Mellon, the trustee under our current indenture, or its affiliates, provide, and may continue to provide, loans and banking services to us in the ordinary course of their businesses.
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Governing Law
Each of our indentures, each supplemental indenture, and the debt securities issued under them will be governed by, and construed in accordance with, the laws of New York State.
Each issue of warrants will be the subject of a warrant agreement which will contain the terms of the warrants. We will distribute a prospectus supplement with regard to each issue of warrants. Each prospectus supplement will describe, as to the warrants to which it relates:
| • | the securities which may be purchased by exercising the warrants (which may be Class A common stock, Class B common stock, preferred shares, participating preferred shares, debt securities, depositary shares or units consisting of two or more of those types of securities); |
| • | the exercise price of the warrants (which may be wholly or partly payable in cash or wholly or partly payable with other types of consideration); |
| • | the period during which the warrants may be exercised; |
| • | any provision adjusting the securities which may be purchased on exercise of the warrants and the exercise price of the warrants in order to prevent dilution or otherwise; |
| • | the place or places where warrants can be presented for exercise or for registration of transfer or exchange; and |
| • | any other material terms of the warrants. |
General
At the date of this prospectus, we were authorized to issue up to 300,000,000 shares of Class A common stock, $0.10 par value, 90,000,000 shares of Class B common stock, $0.10 par value, 100,000,000 shares of participating preferred stock, $0.10 par value, and 500,000 shares of preferred stock, $10.00 par value. At August 31, 2014, 173,941,743 shares of our Class A common stock, 31,303,195 shares of our Class B common stock and no shares of participating preferred stock or preferred stock were outstanding. Our Class A common stock is listed on the New York Stock Exchange under the symbol “LEN” and our Class B common stock is listed on the New York Stock Exchange under the symbol “LEN.B.”
Description of Common Stock
Dividend Rights
Subject to preferences that may apply to any shares of preferred stock and participating preferred stock outstanding at the time, the holders of shares of Class A common stock and Class B common stock will be entitled to share equally, on a per share basis, in any dividends that our Board of Directors may determine to issue from time to time. In the event that a dividend is paid in the form of shares of Class A common stock or Class B common stock, our Board of Directors may determine that the holders of shares of Class A common stock will receive Class A common stock, and the holders of shares of Class B common stock will receive Class B common stock.
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Voting Rights
Our Class B common stock is identical in every respect with our Class A common stock, except that (a) each share of Class B common stock entitles the holder to ten votes on each matter submitted to the vote of the common stockholders, while each share of Class A common stock entitles the holder to only one vote, (b) amendments to provisions of our Certificate of Incorporation relating to the Class A common stock or the Class B common stock require the approval of a majority of the shares of Class A common stock which are voted with regard to them (as well as approval of a majority in voting power of all the outstanding Class A common stock and Class B common stock combined), and (c) under the Delaware General Corporation Law (“DGCL”), certain matters affecting the rights of holders of Class B common stock may require approval of the holders of the Class B common stock voting as a separate class. The holders of our common stock do not have cumulative voting rights.
As of August 31, 2014, Stuart A. Miller, our Chief Executive Officer, had voting control, through family-owned entities and personal holdings, of Class A and Class B common stock which would entitle Mr. Miller to approximately 44.3% of the combined votes that could be cast by the holders of our outstanding Class A and Class B common stock combined. That gives significant influence to Mr. Miller in electing our directors and approving matters that are presented to our stockholders. Mr. Miller’s voting power might discourage someone from making a significant equity investment in us, even if we needed the investment to meet our obligations and to operate our business.
Liquidation Rights
In the event of our dissolution or liquidation, after satisfaction of all our debts and liabilities, the payment of liquidating dividends to the holders of any preferred stock that may be outstanding equal to the amounts to which they are preferentially entitled, and the payment of a liquidating distribution totaling $10.00 per share to the holders of any participating preferred stock that may be outstanding, the holders of Class A and Class B common stock will be entitled to a liquidating distribution totaling $10.00 per share. Any liquidating distributions to the holders of the participating preferred stock and the Class A and Class B common stock in excess of $10.00 per share will be made to the holders of all those classes on an equal per share basis without regard to class.
Termination of Class Rights and Powers
If at any time (i) the number of outstanding shares of our Class B common stock is less than 10% of the number of outstanding shares of Class A common stock and Class B common stock taken together, or (ii) the holders of a majority of the outstanding shares of Class B common stock vote to cause all the Class B common stock to be converted into Class A common stock, the Class B common stock will automatically be converted into, and become for all purposes, shares of Class A common stock, and we will no longer be authorized to issue Class B common stock.
No Other Rights
Holders of our common stock are not entitled to preemptive, redemption, subscription or conversion rights other than as described above. The rights, preferences and privileges of holders of common stock could be subject to, and may be adversely affected by, the rights of the holders of shares of any preferred stock or participating preferred stock, if any, which may be issued in the future.
Description of Preferred Stock
We may issue preferred stock in series with any rights and preferences which may be authorized by our Board of Directors. We will distribute a prospectus supplement with regard to each series of preferred stock. Each prospectus supplement will describe, as to the series of preferred stock to which it relates:
| • | the title of the series; |
| • | any limit upon the number of shares of the series which may be issued; |
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| • | the preference, if any, to which holders of the series will be entitled upon our liquidation; |
| • | the date or dates on which we will be required or permitted to redeem shares of the series; |
| • | the terms, if any, on which we or holders of the series will have the option to cause shares of the series to be redeemed; |
| • | the voting rights of the holders of the series; |
| • | the dividends, if any, which will be payable with regard to the series (which may be fixed dividends or participating dividends and may be cumulative or non-cumulative); |
| • | the right, if any, of holders of the series to convert them into another class or series of our stock or securities, including provisions intended to prevent dilution of those conversion rights; |
| • | any provisions by which we will be required or permitted to make payments to a sinking fund which will be used to redeem shares of the series or a purchase fund which will be used to purchase shares of the series; and |
| • | any other material terms of the series. |
Holders of shares of preferred stock will not have preemptive rights under our Certificate of Incorporation or under the DGCL, but the terms of particular series of preferred stock, or agreements into which we enter when we sell shares of preferred stock, may give rights that are similar to preemptive rights.
Description of Participating Preferred Stock
Our participating preferred stock is identical with the Class A common stock in every way, except that (a) no dividends may be paid with regard to the Class A and Class B common stock in a calendar year until the holders of the participating preferred stock have received a total of $.0125 per share, then no dividends may be paid in that year with regard to the participating preferred stock until the holders of the Class A and Class B common stock have received dividends totaling $.0125 per share, and then any additional dividends in the year will be paid on an equal per share basis to the holders of the participating preferred stock and of the Class A and Class B common stock, (b) if we are liquidated, none of our assets may be distributed to the holders of the Class A and Class B common stock until the holders of the participating preferred stock have received distributions totaling $10 per share, then no assets may be distributed to the holders of the participating preferred stock until the holders of the Class A and Class B common stock have received distributions totaling $10 per share, and then any further liquidating distributions will be made on an equal per share basis to the holders of the participating preferred stock and of the Class A and Class B common stock, and (c) holders of participating preferred stock will vote separately on corporate actions which would change the participating preferred stock or would cause the holders of the participating preferred stock to receive per share consideration in a merger or similar transaction which is different from the per share consideration received by the holders of the Class A and Class B common stock.
Anti-Takeover Effects of our Certificate of Incorporation and By-Laws
Following is a description of the anti-takeover effects of certain provisions of our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) and of our By-Laws, as amended (“Bylaws”).
Advance Notice Requirements. Our By-Laws contain a requirement that stockholders give advance notice of their intention to nominate candidates for election as directors or to bring other business before an annual or special meeting of stockholders. These By-Law provisions may prevent some matters from being voted upon at a meeting. They may prevent or deter a potential acquirer from soliciting proxies to elect a slate of directors selected by the potential acquirer or otherwise attempting to obtain control of our company.
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We have also provided in our By-Laws that our stockholders must meet requirements set forth in our By-Laws to be able to request that the Board of Directors set a record date for action to be taken by the written consent of stockholders. This provision may discourage or limit the ability of an acquirer to cause the stockholders to act by written consent.
Calling of Special Meetings of Stockholders. Our By-Laws provide that special meetings of our stockholders may be called by stockholders only by notice given by our president or secretary upon the written request of the holders of at least a majority of all the outstanding shares of any class entitled to vote on the action proposed to be taken. These provisions may impede a stockholder’s ability to bring matters before a special meeting of stockholders.
Undesignated Preferred Stock. The ability to authorize undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring or preventing hostile takeovers or delaying or preventing changes in control or management of our Company.
Board Authority to Amend By-Laws. Under our By-Laws, our Board of Directors has the authority to adopt, amend or repeal the By-laws without the approval of our stockholders.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:
| • | prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
| • | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in response to a tender or exchange offer; or |
| • | on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock which is not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who owns 15% or more of a corporation’s outstanding voting securities or is an affiliate or associate of the corporation and, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting securities, and affiliates and associates of such person. The existence of this provision may have an antitakeover effect with respect to transactions our Board of Directors does not approve in advance. Section 203 may also discourage attempts that might result in a premium over the market price for the shares of capital stock held by stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for the Class A common stock and Class B common stock is Computershare Trust Company, N.A. of Canton, Massachusetts.
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DESCRIPTION OF DEPOSITARY SHARES
We may issue depositary receipts representing interests, which are called depository shares, in shares of our common stock of either class or of particular series of a preferred stock. If we did that, we would deposit the common or preferred stock which is the subject of depositary shares with a depositary, which would hold that common or preferred stock for the benefit of the holders of the depositary shares, in accordance with a deposit agreement between the depositary and us. The holders of depositary shares would be entitled to all the rights and preferences of the common or preferred stock to which the depositary shares relate, including dividend, voting, conversion, redemption and liquidation rights, to the extent of their interests in that common or preferred stock.
While the deposit agreement relating to a particular class or series of common or preferred stock may have provisions applicable solely to that class or series of stock, all deposit agreements relating to common or preferred stock we issue would include the following provisions:
Dividends and Other Distributions. Each time we pay a cash dividend or make any other type of cash distribution with regard to the common stock or to the preferred stock of a series, the depositary will distribute to the holder of record of each depositary share relating to that common stock or to that series of preferred stock an amount equal to the dividend or other distribution per depositary share the depositary receives. If there is a distribution of property other than cash, the depositary either will distribute the property to the holders of depositary shares in proportion to the depositary shares held by each of them, or the depositary will, if we approve, sell the property and distribute the net proceeds to the holders of the depositary shares in proportion to the depositary shares held by them.
Withdrawal of Preferred Stock. A holder of depositary shares will be entitled to receive, upon surrender of depositary receipts representing depositary shares, the number of shares of the applicable class of common stock or series of preferred stock, and any money or other property, to which the depositary shares relate.
Redemption of Depositary Shares. Whenever we redeem shares of a series of preferred stock held by a depositary, the depositary will be required to redeem, on the same redemption date, depositary shares constituting, in total, the number of shares of that series held by the depositary which we redeem, subject to the depositary’s receiving the redemption price of those shares. If fewer than all the depositary shares relating to a series are to be redeemed, the depositary shares to be redeemed will be selected by lot or by another method we determine to be equitable.
Voting. Any time we send a notice of meeting or other materials relating to a meeting to the holders of a class of common stock or a series of preferred stock to which depositary shares relate, we will provide the depositary with sufficient copies of those materials so they can be sent to all holders of record of the applicable depositary shares, and the depositary will send those materials to the holders of record of the depositary shares on the record date for the meeting. The depositary will solicit voting instructions from holders of depositary shares and will vote or not vote the common or preferred stock to which the depositary shares relate in accordance with those instructions.
Liquidating Distributions. Upon our liquidation, dissolution or winding up, the holder of each depositary share will be entitled to what the holder of the depositary share would have received if the holder had owned the number of shares of common stock or of the series of preferred stock which is represented by the depositary share.
Conversion. If shares of a series of preferred stock are convertible into common stock or other of our securities or property, holders of depositary shares relating to that series of preferred stock will, if they surrender depositary receipts representing depositary shares with appropriate instructions to convert them, receive the shares of common stock or other securities or property into which the number of shares of the series of preferred stock to which the depositary shares relate could at the time be converted.
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Amendment and Termination of a Deposit Agreement. We and the depositary may amend a deposit agreement, except that an amendment which materially and adversely affects the rights of holders of depositary shares, or would be materially and adversely inconsistent with the rights granted to the holders of the class of common stock or series of preferred stock to which they relate, must be approved by holders of at least two-thirds of the outstanding depositary shares. No amendment will impair the right of a holder of depositary shares to surrender the depositary receipts evidencing those depositary shares and receive the common or preferred stock to which they relate, except as required to comply with law. We may terminate a deposit agreement with the consent of holders of a majority of the depositary shares to which it relates. Upon termination of a deposit agreement, the depositary will make the shares of common or preferred stock to which the depositary shares issued under the deposit agreement relate available to the holders of those depositary shares. A deposit agreement will automatically terminate if:
| • | all outstanding depositary shares to which it relates have been withdrawn, redeemed or converted or |
| • | the depositary has made a final distribution to the holders of the depositary shares issued under the deposit agreement upon our liquidation, dissolution or winding up. |
Miscellaneous. There will be provisions (i) requiring the depositary to forward to holders of record of depositary shares any reports or communications from us which the depositary receives with respect to the common or preferred stock to which the depositary shares relate, (ii) regarding compensation of the depositary, (iii) regarding resignation of the depositary, (iv) limiting our liability and the liability of the depositary under the deposit agreement (usually to failure to act in good faith, gross negligence or willful misconduct) and (v) indemnifying the depositary against certain possible liabilities.
We may issue securities in units, each consisting of two or more types of securities. For example, we might issue units consisting of a combination of debt securities and warrants to purchase common stock. If we issue units, the prospectus supplement relating to the units will contain the information described above with regard to each of the securities that is a component of the units. In addition, each prospectus supplement relating to units will:
| • | state how long, if at all, the securities that are components of the units must be traded in units, and when they can be traded separately; |
| • | state whether we will apply to have the units traded on a securities exchange or securities quotation system; |
| • | describe how, for U.S. federal income tax purposes, the purchase price paid for the units is to be allocated among the component securities. |
We may sell the securities:
| • | to or through underwriters or dealers; |
| • | through agents; |
| • | directly to purchasers; or |
| • | through a combination of any such methods of sale. |
We will describe in each prospectus supplement the particular terms of the offering of the securities to which the prospectus supplement relates, including the following:
| • | the names of any underwriters or dealers; |
| • | the purchase price and the proceeds we will receive from the sale (which may be at a fixed price or prices, the market price prevailing at the time of sale, a price related to the prevailing market price or a negotiated price); |
| • | any underwriting discounts and other items constituting underwriters’ compensation; |
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| • | any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; |
| • | any over-allotment options granted to the underwriters; and |
| • | any other information we think is important. |
If securities are sold in an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters. The underwriters will use this prospectus and the prospectus supplement to sell the securities. The underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters will be obligated to purchase all the securities if any are purchased. Underwriters may be involved in any at the market offering of securities by or on our behalf.
In connection with the sale of securities, underwriters may receive compensation from us in the form of underwriting discounts or commissions. They may also receive commissions from purchasers of securities for whom they may act as agent. Underwriters may sell securities to or through dealers. These dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters, and they may also receive commissions from purchasers for whom they may act as agent.
Offers to purchase securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to the agent will be set forth, in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, as amended, or the Securities Act, of the offered securities so offered and sold.
If we directly use a dealer in the sale of the securities, we will sell the securities to the dealer, as principal. The dealer may then resell these securities to the public at varying prices to be determined by the dealer at the time of resale. The prospectus supplement will name the dealers and describe the terms of our arrangements with them. A dealer may sell some or all of the securities to other dealers. To the extent that we are aware of the terms under which securities may be sold by a dealer to another dealer, we will describe those terms in the applicable prospectus supplement.
Underwriters, dealers and agents participating in the distribution of securities may be deemed to be underwriters under the Securities Act. Also any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to reimbursement by us for various expenses.
In order to facilitate an offering of our securities, any underwriters or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities. Specifically, the underwriters or agents, as the case may be, may overallot in connection with the offering, creating a short position in the securities for their own account. In addition, to cover overallotments or to stabilize the price of such securities, the underwriters or agents, as the case may be, may bid for, and purchase, securities in the open market. Finally, in any offering of our securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allotted to an underwriter or a dealer for distributing such securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time.
We may offer and sell securities directly to institutional investors or others. These parties may be deemed to be underwriters under the Securities Act with respect to their resales. The prospectus supplement applicable to transactions of that type will include the terms of the transactions.
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As long as our Class A and Class B common stock is listed on the NYSE, any Class A or Class B common stock we sell pursuant to this prospectus will be listed on the NYSE, subject to official notice of issuance. Any other securities sold pursuant to this prospectus may or may not be listed on a national securities exchange or a foreign securities exchange. The securities may not have an established trading market. No assurances can be given that there will be a market for any of the securities.
Agents, underwriters and dealers may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business.
The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, and the effectiveness of Lennar Corporation’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements and 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.
K&L Gates LLP, New York, New York, or other counsel selected by the Company with regard to a particular offering, who will be named in the prospectus supplement relating to that offering, will pass upon the validity of any securities we offer by this prospectus. If the validity of any securities is also passed upon by counsel for the underwriters of an offering of those securities, that counsel will be named in the prospectus supplement relating to that offering.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any document filed by us at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public on the SEC’s Internet website at http://www.sec.gov.
You can also inspect reports, proxy statements and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The information in this prospectus and any prospectus supplement may not be all of the information that is important to you. You should read the entire prospectus and the applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and any prospectus supplement, before making an investment decision.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are allowed to “incorporate by reference” the information in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Information that we file with the SEC subsequent to the date of this prospectus will automatically update and supersede the information included and/or incorporated by reference in this prospectus. We incorporate information into this prospectus by reference to the following documents we have filed with the SEC (but not information we furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or related exhibits), each of which should be considered an important part of this prospectus:
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| Commission Filing (File No. 1-11749) |
Period Covered or Date of Filing | |
| Annual Report on Form 10-K |
Year ended November 30, 2013 | |
| Quarterly Reports on Form 10-Q |
Quarters ended February 28, 2014, May 31, 2014 and August 31, 2014 | |
| Current Reports on Form 8-K |
January 21, 2014, February 10, 2014, February 13, 2014, February 27, 2014, April 11, 2014 and June 30, 2014 | |
| Description of our Class A common stock contained in the Registration Statement on Form 8-A and any amendment or report filed for the purpose of updating such description | May 21, 1996 | |
| Description of our Class B common stock contained in the Registration Statement on Form 8-A and any amendment or report filed for the purpose of updating such description | April 8, 2003 | |
| All subsequent documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act | After the date of this prospectus | |
Any statement contained in a document deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus and registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus and registration statement. While any securities described herein remain outstanding, we will make available at no cost, upon written or oral request, to any beneficial owner and any prospective purchaser of securities described herein, any of the documents incorporated by reference in this prospectus and registration statement by writing to us at 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.
In addition, we make available free of charge through the Investor Relations page on our website at http://www.lennar.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Other than the information expressly incorporated by reference into this prospectus, information on, or accessible through, our website is not a part of this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part.
Exhibits to an incorporated document will not be provided unless the exhibit is specifically incorporated by reference into this prospectus.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
| SEC Registration Fees |
$ | — | (1)(2) | |
| Accounting Fees and Expenses |
50,000 | (3) | ||
| Trustee’s Fees and Expenses (including counsel fees) |
— | (2) | ||
| Printing Fees |
10,000 | |||
| Rating Agency Fees |
— | (2) | ||
| Legal Fees and Expenses |
50,000 | (3) | ||
| Miscellaneous |
10,000 | (3) | ||
|
|
|
|||
| Total |
$ | 120,000 | (2)(3) |
| (1) | Deferred in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933, as amended. |
| (2) | Because an indeterminate amount of securities are covered by this Registration Statement, certain expenses in connection with the issuance and distribution of securities are not currently determinable. An estimate of the aggregate expenses in connection with each sale of the securities being offered will be included in the applicable prospectus supplement. |
| (3) | Estimated. |
Item 15. Indemnification of Directors and Officers
As permitted by Section 145 of the DGCL, our Certificate of Incorporation provides that we shall indemnify any person who is made a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the such person’s conduct was unlawful.
As also permitted by Section 145 of the DGCL, our Certificate of Incorporation further provides that we shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Our Certificate of Incorporation does not include a provision permitting a person’s rights to indemnification to be eliminated after the occurrence of the act or omission giving rise to a claim in respect of which indemnification is sought, and therefore, under Section 145 of the DGCL, the right to indemnification may not be eliminated after the occurrence of the act or omission giving rise to a claim in respect of which indemnification is sought.
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Our Certificate of Incorporation provides, as permitted by Section 145 of the DGCL, that the indemnification provided in our Certificate of Incorporation is not exclusive of other rights to which those indemnified may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise. Our Certificate of Incorporation permits us to purchase and maintain insurance on behalf of persons who are entitled to indemnification, and we maintain directors’ and officers’ liability insurance for our directors and officers.
The states in which many of the guarantor registrants are incorporated permit or, under some circumstances, require indemnification of directors or officers. However, Lennar Corporation applies the provisions of its Certificate of Incorporation to indemnification of directors and officers of its wholly-owned subsidiaries, including the guarantor registrants.
Item 16. Exhibits
The following exhibits are filed as part of this registration statement:
| Number |
Description | |
| 1.1 | Form of Underwriting Agreement.* | |
| 3.1 | Amended and Restated Certificate of Incorporation, dated April 28, 1998—Incorporated by reference to Exhibit 3(a) of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004. | |
| 3.3 | Certificate of Amendment to Certificate of Incorporation, dated April 8, 2003—Incorporated by reference to Annex IV of the Company’s Proxy Statement on Schedule 14A dated March 10, 2003. | |
| 3.4 | Certificate of Amendment to Certificate of Incorporation, dated April 8, 2008—Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, dated April 8, 2008. | |
| 3.5 | Bylaws of the Company as amended effective October 3, 2013 —Incorporated by reference to Exhibit 3.6 of the Company’s Current Report on Form 8-K, dated October 4, 2013. | |
| 4.1 | Indenture dated as of December 31, 1997, between the Company and The First National Bank of Chicago—Incorporated by reference to the Company’s Registration Statement on Form S-3, File No. 333-45527. | |
| 4.2 | Certificate of Designation of Preferred Stock.* | |
| 4.3 | Form of Preferred Stock Certificate.* | |
| 4.4 | Form of Warrant Agreement.* | |
| 4.5 | Form of Warrant.* | |
| 4.6 | Form of Depositary Agreement.* | |
| 4.7 | Form of Depositary Receipt.* | |
| 4.8 | Form of Stock Purchase Unit.* | |
| 4.9 | Form of Stock Purchase Contract.* | |
| 5.1 | Opinion of K&L Gates LLP (counsel). | |
| 12.1 | Calculation of Ratio of Earnings to Fixed Charges. | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 23.2 | Consent of K&L Gates LLP (included in Exhibit 5.1). | |
| 24.1 | Power of Attorney (included on the signature pages). | |
| 25.1 | Statement of Eligibility of Trustee on Form T-1 of The Bank of New York Mellon, as trustee with respect to the Indenture, dated as of December 31, 1997. | |
| * | If required, this exhibit will be filed in an amendment to this registration statement or as an exhibit to a document incorporated by reference in a document filed with the SEC in connection with an offering of securities. |
Item 17. Undertakings.
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:
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(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 this 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 this 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that the undertakings set forth in subparagraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date.
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(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.
(6) That, for the 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.
(7) The undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
(8) The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.
(9) 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 provisions described under Item 15 of the registration statement, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 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 our 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and 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 October 3, 2014.
| 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 debt securities and are co-registrants under this registration statement:
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
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
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DTC Holdings of Florida, LLC
Estates Seven, LLC
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
Greystone Construction, Inc.
Greystone Homes, Inc.
Greystone Homes of Nevada, Inc.
Greystone Nevada, LLC
Greywall Club L.L.C.
Hammocks Lennar LLC
Harveston, LLC
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
Kendall Hammocks Commercial, LLC
Lakelands at Easton, L.L.C.
Lakeside Farm, 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
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Lennar Central Region Sweep, Inc.
Lennar Central Texas, L.P.
Lennar Chicago, Inc.
Lennar Colorado Minerals LLC
Lennar Colorado, LLC
Lennar Commercial Investors, LLC
Lennar Communities, Inc.
Lennar Communities Development, Inc.
Lennar Communities Nevada, LLC
Lennar Communities of Chicago L.L.C.
Lennar Construction, Inc.
Lennar Coto Holdings, L.L.C.
Lennar Courts, LLC
Lennar Developers, Inc.
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 Communities, 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
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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 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 I, LLC
Len-Verandahs, LLP
LFS Holding Company, LLC
LH Eastwind, LLC
LH-EH Layton Lakes Estates, LLC
LHI Renaissance, LLC
LMC Malden Station Investor, LLC
LMI (150 Ocean) Investor, LLC
LMI Glencoe Dallas Investor, LLC
LMI Lakes West Covina Investor, LLC
LMI Las Colinas Station, LLC
LMI Naperville Investor, LLC
LMI Park Central Investor, LLC
LMICS, LLC
LMI Contractors, LLC
LMI-JC Developer, LLC
LMI-JC, 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
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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
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
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
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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.
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 Woodbridge, Inc.
UST Lennar GP PIS 10, LLC
UST Lennar GP PIS 7, LLC
UST Lennar HW Scala SF Joint Venture
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.
| By: | /s/ Mark Sustana | |
| Name: Mark Sustana Title: As Vice President or authorized agent of the entity or the member, managing member or general partner of the entity | ||
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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.
On Behalf of Lennar Corporation:
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
| Signature |
Title |
Date | ||
| /S/ STUART A. MILLER Stuart A. Miller |
Chief Executive Officer and Director (Principal Executive Officer) |
October 3, 2014 | ||
| /S/ BRUCE E. GROSS Bruce E. Gross |
Vice President and Chief Financial Officer (Principal Financial Officer) |
October 3, 2014 | ||
| /S/ DAVID M. COLLINS David M. Collins |
Controller (Principal Accounting Officer) |
October 3, 2014 | ||
| /S/ IRVING BOLOTIN Irving Bolotin |
Director |
October 3, 2014 | ||
| /S/ THERON I. GILLIAM Theron I. Gilliam |
Director |
October 3, 2014 | ||
| /S/ STEVEN L. GERARD Steven L. Gerard |
Director |
October 3, 2014 | ||
| /S/ SHERRILL W. HUDSON Sherrill W. Hudson |
Director |
October 3, 2014 | ||
| /S/ R. KIRK LANDON R. Kirk Landon |
Director |
October 3, 2014 | ||
| /S/ SIDNEY LAPIDUS Sidney Lapidus |
Director |
October 3, 2014 | ||
| /S/ TERI P. MCCLURE Teri P. McClure |
Director |
October 3, 2014 | ||
| /S/ JEFFREY SONNENFELD Jeffrey Sonnenfeld |
Director |
October 3, 2014 | ||
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Table of Contents
On Behalf of the Following Co-Registrants:
308 Furman, Ltd.(1)
360 Developers, LLC(2)
Ann Arundel Farms, Ltd.(1)
Aquaterra Utilities, Inc.(i)(xiii)
Asbury Woods L.L.C.(3)
Astoria Options, LLC(4)
Autumn Creek Development, Ltd.(1)
Aylon, LLC(5)
Bainebridge 249, LLC(6)
Bay Colony Expansion 369, Ltd.(1)
Bay River Colony Development, Ltd.(1)
BB Investment Holdings, LLC(7)
BCI Properties, LLC(7)
Bellagio Lennar, LLC(6)
Belle Meade LEN Holdings, LLC(6)
Belle Meade Partners, LLC(8)
BPH I, LLC(7)
Bramalea California, Inc.(ii)(xiii)
Bressi Gardenlane, LLC(9)
Builders LP, Inc.(i)(xiv)
Cambria L.L.C.(3)
Cary Woods LLC(3)
Casa Marina Development, LLC(2)
Caswell Acquisition Group, LLC(iii)(xiii)
Cedar Lakes II, LLC(5)
Cherrytree II LLC(4)
CL Ventures, LLC(4)
Coco Palm 82, LLC(6)
Colonial Heritage LLC(4)
Concord Station, LLP(10)
Coto De Caza, Ltd., Limited Partnership(11)
Coventry L.L.C.(3)
CPFE, LLC(4)
CP Red Oak Management, LLC(12)
CP Red Oak Partners, Ltd.(13)
Creekside Crossing, L.L.C.(3)
Danville Tassajara Partners, LLC(14)
Darcy-Joliet, LLC(15)
DBJ Holdings, LLC(7)
Durrell 33, LLC(4)
DTC Holdings of Florida, LLC(6)
Estates Seven, LLC(16)
EV, LLC(iii)
Evergreen Village LLC(4)
F&R Florida Homes, LLC(i)(xiii)
F&R QVI Home Investments USA, LLC(iii)(xiii)
Fidelity Guaranty and Acceptance Corp.(i)(xiii)
FLORDADE LLC(6)
Fox-Maple Associates, LLC(4)
Friendswood Development Company, LLC(12)
Garco Investments, LLC(2)
Greystone Construction, Inc.(i)(xiii)
Greystone Homes, Inc.(i)(xiii)
Greystone Homes of Nevada, Inc.(i)(xiii)
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Table of Contents
Greystone Nevada, LLC(17)
Greywall Club L.L.C.(3)
Hammocks Lennar LLC(6)
Harveston, LLC(14)
Haverton L.L.C.(3)
HCC Investors, LLC(14)
Heathcote Commons LLC(4)
Heritage of Auburn Hills, L.L.C.(4)
Hewitts Landing Trustee, LLC(iii)(xiii)
Home Buyer’s Advantage Realty, Inc.(i)(xiii)
Homecraft Corporation(i)(xiii)
HTC Golf Club, LLC(18)
Inactive Companies, LLC(6)
Independence L.L.C.(4)
Isles at Bayshore Club, LLC(6)
Kendall Hammocks Commercial, LLC(6)
Lakelands at Easton, L.L.C.(4)
Lakeside Farm, LLC (4)
LCD Asante, LLC(iii)(xiv)
Legends Club, LLC(i)(xiv)
Legends Golf Club, LLC(i)(xiv)
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(4)
LENH I, LLC(6)
Len – Hawks Point, LLC(6)
Lennar – BVHP, LLC(19)
Lennar Aircraft I, LLC(20)
Lennar Arizona, Inc.(i)(xiii)
Lennar Arizona Construction, Inc.(i)(xiii)
Lennar Associates Management, LLC(i)(xiv)
Lennar Associates Management Holding Company(i)(xiii)
Lennar Avenue One, LLC(14)
Lennar Bridges, LLC(14)
Lennar Buffington Colorado Crossing, L.P.(1)
Lennar Buffington Zachary Scott, L.P.(1)
Lennar Carolinas, LLC(i)(xiii)
Lennar Central Park, LLC(14)
Lennar Central Region Sweep, Inc.(i)(xiv)
Lennar Central Texas, L.P.(1)
Lennar Chicago, Inc.(i)(xiii)
Lennar Colorado Minerals LLC(18)
Lennar Colorado, LLC(iv)
Lennar Commercial Investors, LLC(iii)(xiii)
Lennar Communities, Inc.(i)(xiv)
Lennar Communities Development, Inc.(i)(xiv)
Lennar Communities Nevada, LLC(17)
Lennar Communities of Chicago L.L.C.(iii)(xiv)
Lennar Construction, Inc.(i)(xiii)
Lennar Coto Holdings, L.L.C.(9)
Lennar Courts, LLC(6)
Lennar Developers, Inc.(i)(xiv)
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Table of Contents
Lennar Family of Builders GP, Inc.(i)(xiv)
Lennar Family of Builders Limited Partnership(21)
Lennar Flamingo, LLC(6)
Lennar Fresno, Inc.(i)(xiii)
Lennar Gardens, LLC(6)
Lennar Georgia, Inc.(i)(xiii)
Lennar Greer Ranch Venture, LLC(14)
Lennar Heritage Fields, LLC(14)
Lennar Hingham Holdings, LLC(iii)(xiii)
Lennar Hingham JV, LLC(22)
Lennar Homes Holding, LLC(iii)(xiv)
Lennar Homes NJ, LLC(4)
Lennar Homes, LLC(iii)(xiii)
Lennar Homes of Arizona, Inc.(i)(xiii)
Lennar Homes of California, Inc.(i)(xiii)
Lennar Homes of Texas Land and Construction, Ltd.(1)
Lennar Homes of Texas Sales and Marketing, Ltd.(1)
Lennar Illinois Trading Company, LLC(iii)
Lennar Imperial Holdings Limited Partnership(23)
Lennar International Holding, LLC(24)
Lennar International, LLC(25)
Lennar Land Partners Sub, Inc.(i)(xiii)
Lennar Land Partners Sub II, Inc.(i)(xiii)
Lennar Layton, LLC(iii)(xiii)
Lennar Long Beach Promenade Partners, LLC(14)
Lennar Lytle, LLC(26)
Lennar Mare Island, LLC(14)
Lennar Marina A Funding, LLC(22)
Lennar Massachusetts Properties, Inc.(i)(xiii)
Lennar Middletown, LLC(4)
Lennar Multifamily Communities, LLC(iii)(xiii)
Lennar New Jersey Properties Inc.(i)(xiii)
Lennar New York, LLC(iii)(xiii)
Lennar Northeast Properties, Inc.(i)(xiii)
Lennar Northeast Properties LLC(iii)(xiii)
Lennar Northwest, Inc.(i)(xiii)
Lennar Pacific, Inc.(i)(xiii)
Lennar Pacific Properties, Inc.(i)(xiii)
Lennar Pacific Properties Management, Inc.(i)(xiii)
Lennar PI Acquisition, LLC(iii)(xiv)
Lennar PI Property Acquisition, LLC(iii)(xiv)
Lennar PIS Management Company, LLC(27)
Lennar PNW, Inc.(i)(xiv)
Lennar Point, LLC(4)
Lennar Port Imperial South, LLC(28)
Lennar Realty, Inc.(v)
Lennar Renaissance, Inc.(i)(xiii)
Lennar Reno, LLC(vi)
Lennar Rialto Investment LP(vii)
Lennar Riverside West, LLC(28)
Lennar Riverside West Urban Renewal Company, L.L.C.(29)
Lennar Sacramento, Inc.(i)(xiii)
Lennar Sales Corp.(i)(xiii)
Lennar San Jose Holdings, Inc.(i)(xiv)
Lennar Southland I, Inc.(i)(xiv)
Lennar Southwest Holding Corp.(i)(xiv)
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Table of Contents
Lennar Spencer’s Crossing, LLC(14)
Lennar Texas Holding Company(i)(xiv)
Lennar Trading Company, LP(1)
Lennar Ventures, LLC(viii)
Lennar West Valley, LLC(30)
Lennar.com Inc.(i)(xiv)
Lennar/LNR Camino Palomar, LLC(14)
Lennar-Lantana Boatyard, Inc.(i)(xiv)
LEN-Ryan I, LLC(6)
Len-Verandahs, LLP(8)
LFS Holding Company, LLC(4)
LH Eastwind, LLC(6)
LH-EH Layton Lakes Estates, LLC(31)
LHI Renaissance, LLC(6)
LMC Malden Station Investor, LLC(32)
LMI (150 Ocean) Investor, LLC(33)
LMI Glencoe Dallas Investor, LLC(33)
LMI Lakes West Covina Investor, LLC(33)
LMI Las Colinas Station, LLC(33)
LMI Naperville Investor, LLC(33)
LMI Park Central Investor, LLC(33)
LMICS, LLC(iii)(xiii)
LMI Contractors, LLC(iii)(xiii)
LMI-JC Developer, LLC(33)
LMI-JC, LLC(33)
LMI-West Seattle, LLC(iii)(xiii)
LNC at Meadowbrook, LLC(3)
LNC at Ravenna, LLC(3)
LNC Communities I, Inc.(i)(xiv)
LNC Communities II, LLC(4)
LNC Communities III, Inc.(i)(xiv)
LNC Communities IV, LLC(4)
LNC Communities V, LLC(4)
LNC Communities VI, LLC(4)
LNC Communities VII, LLC(4)
LNC Communities VIII, LLC(4)
LNC Communities IX, LLC(34)
LNC Northeast Mortgage, Inc.(i)(xiv)
LNC Pennsylvania Realty, Inc.(i)(xiv)
Long Beach Development, LLC(iii)(xiii)
Lori Gardens Associates, L.L.C.(4)
Lori Gardens Associates II, LLC(4)
Lori Gardens Associates III, LLC(4)
Lorton Station, LLC(4)
LW D’Andrea, LLC(35)
Madrona Ridge L.L.C.(3)
Madrona Village L.L.C.(3)
Madrona Village Mews L.L.C.(3)
Majestic Woods, LLC(4)
Marble Mountain Partners, LLC(9)
Mid-County Utilities, Inc.(i)(xiii)
Mission Viejo 12S Venture, LP(36)
Mission Viejo Holdings, Inc.(i)(xiii)
Moffett Meadows Partners, LLC(37)
NC Properties I, LLC(iii)(xiii)
NC Properties II, LLC(iii)(xiii)
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Table of Contents
Northbridge L.L.C.(3)
Northeastern Properties LP, Inc.(i)(xiii)
OHC/Ascot Belle Meade, LLC(8)
One SR, L.P.(1)
Palm Gardens At Doral Clubhouse, LLC(38)
Palm Gardens at Doral, LLC(6)
Palm Vista Preserve, LLC(4)
PD-Len Boca Raton, LLC(6)
PD-Len Delray, LLC(6)
PG Properties Holding, LLC(5)
Pioneer Meadows Development, LLC(35)
Pioneer Meadows Investments, LLC(35)
POMAC, LLC(4)
Prestonfield L.L.C.(3)
Providence Lakes, LLP(8)
PT Metro, LLC(14)
Raintree Village, L.L.C.(3)
Raintree Village II L.L.C.(15)
Renaissance Joint Venture(39)
Reserve @ Pleasant Grove II LLC(4)
Reserve @ Pleasant Grove LLC(4)
Reserve at River Park, LLC(4)
Reserve at South Harrison, LLC(4)
Rivendell Joint Venture(40)
Rivenhome Corporation(i)(xiii)
RMV, LLC(4)
Rutenberg Homes, Inc.(i)(xiii)
Rutenberg Homes of Texas, Inc.(i)(xiii)
Rye Hill Company, LLC(4)
S. Florida Construction, LLC(6)
S. Florida Construction II, LLC(6)
S. Florida Construction III, LLC(6)
San Lucia, LLC(38)
Santa Ana Transit Village, LLC(41)
Savannah Development, Ltd.(1)
Savell Gulley Development, LLC(42)
Scarsdale, LTD.(1)
Schulz Ranch Developers, LLC(35)
Seminole/70th, LLC(6)
Siena at Old Orchard, LLC(3)
South Development, LLC(4)
Southbank Holding, LLC(6)
Spanish Springs Development, LLC(4)
St. Charles Active Adult Community, LLC(4)
Stoney Corporation(i)(xiii)
Stoney Holdings, LLC(4)
Stoneybrook Clubhouse, Inc.(ix)
Stoneybrook Joint Venture(43)
Strategic Cable Technologies, L.P.(44)
Strategic Holdings, Inc.(x)
Strategic Technologies, LLC(x)
Summerfield Venture L.L.C.(3)
Summerwood L.L.C.(4)
SunStreet Energy Group, LLC(xi)(xiii)
TCO QVI, LLC(4)
Temecula Valley, LLC(41)
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Terra Division, LLC(4)
The Baywinds Land Trust(6)
The Bridges at Rancho Santa Fe Sales Company, Inc.(i)(xiii)
The Bridges Club at Rancho Santa Fe, Inc.(xii)
The LNC Northeast Group, Inc.(i)(xiv)
The Preserve at Coconut Creek, LLC(6)
Treviso Holding, LLC(iv)
Tustin Villas Partners, LLC(14)
Tustin Vistas Partners, LLC(37)
U.S. Home Corporation(i)(xiii)
U.S. Home of Arizona Construction Co.(i)(xiii)
U.S. Home Realty, Inc.(i)(xiii)
U.S.H. Los Prados, Inc.(i)(xiii)
U.S.H. Realty, Inc.(i)(xiii)
USH Equity Corporation(i)
USH – Flag, LLC(i)(xiii)
USH LEE, LLC(45)
USH Woodbridge, Inc.(i)(xiii)
UST Lennar GP PIS 10, LLC(46)
UST Lennar GP PIS 7, LLC(46)
UST Lennar HW Scala SF Joint Venture(47)
Valencia at Doral, LLC(6)
Vineyard Point 2009, LLC(14)
WCP, LLC(5)
West Chocolate Bayou Development, LLC(1)(xiii)
West Lake Village, LLC(6)
West Seattle Project X, LLC(33)
West Van Buren L.L.C.(3)
Westchase, Inc.(i)(xiv)
Willowbrook Investors, LLC(4)
Woodbridge Multifamily Developer I, LLC(33)
Wright Farm, L.L.C.(4)
(i) Stuart A. Miller is the Chief Executive Officer, and Bruce E. Gross is the Chief Financial Officer of this company. Mark Sustana and Diane J. Bessette are Directors/Managers of this company.
(ii) Richard Beckwitt is the Principal Executive Officer, and Bruce E. Gross is the Chief Financial Officer of this company. Mark Sustana and Diane J. Bessette are the Directors of this company.
(iii) Stuart A. Miller is the Chief Executive Officer, and Bruce E. Gross is the Chief Financial Officer of this company.
(iv) Highest ranking officers of this company are Vice Presidents.
(v)Mark Sustana is the Principal Executive Officer, and David Collins in the Principal Financial Officer of this company. Mark Sustana and Diane J. Bessette are Directors of this company.
(vi) Mark Sustana and Diane J. Bessette are Managers of this company. Highest ranking officers of this company are Vice Presidents.
(vii) Jeffrey P. Krasnoff is the Chief Executive Officer, and Cheryl Baizan is the Chief Financial Officer of this company.
(viii) David Kaiserman is the Chief Executive Officer, and Diane Bessette is the Principal Financial Officer. Mark Sustana, Diane J. Bessette, and David Kaiserman are Managers of this company.
(ix) Darin L. McMurray is the Principal Executive Officer of this company. Mark Sustana and Diane J. Bessette are the Directors of this company.
(x) Bruce E. Gross is the Chief Executive Officer, and Christina Pardo is the Controller of this company. Mark Sustana, Diane J. Bessette, and Bruce E. Gross are the Directors/Managers of this company.
(xi) Richard Beckwitt is the Principal Executive Officer, and Bruce E. Gross is the Chief Financial Officer of this company.
(xii) Officers of this company are all Authorized Agents. Mark Sustana and Diane J. Bessette are the Directors of this company.
(xiii) Diane Bessette is the Controller of this company.
(xiv) David Collins is the Controller of this company.
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(1) Executed by Lennar Texas Holding Company as General Partner
(2) Executed by S. Florida Construction, LLC its Sole Member, by Lennar Homes, LLC its Sole Member
(3) Executed by Lennar Chicago, Inc. as Sole Member
(4) Executed by U.S. Home Corporation as Sole Member
(5) Executed by Lennar Carolinas, LLC as Sole Member
(6) Executed by Lennar Homes, LLC as Sole Member
(7) Executed by Pioneer Meadows Investments, LLC, its Sole Member, by Lennar Reno, LLC, its Sole Member
(8) Executed by Lennar Homes, LLC as Managing Member
(9) Executed by Lennar Homes of California, Inc. as Managing Member
(10) Executed by Lennar Homes, LLC as Managing Partner
(11) Executed by Lennar Land Partners Sub II, Inc. as General Partner
(12) Executed by Lennar Homes of Texas Land and Construction, Ltd., its Sole Member, by Lennar Texas Holding Company, its General Partner
(13) Executed by CO 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
(14) Executed by Lennar Homes of California, Inc. as Sole Member
(15) Executed by Lennar Communities of Chicago L.L.C. as Sole Member
(16) Executed by HHC Investors, LLC, its Sole Member, by Lennar Homes of California, Inc., its Sole Member
(17) Executed by Lennar Pacific Properties Management, Inc. as Sole Member
(18) Executed by Lennar Colorado, LLC as Sole Member
(19) Executed by Lennar Southland I, Inc. as Sole Member
(20) Executed by Lennar Corporation as Sole Member
(21) Executed by Lennar Family of Builders GP, Inc. as General Partner
(22) Executed by Lennar Massachusetts Properties, Inc. as Sole Member
(23) Executed by Lennar Northeast Properties, Inc. as General Partner
(24) Executed by Lennar Pacific, Inc. as Sole Member
(25) Executed by Lennar International Holding, LLC, its Sole Member, by Lennar Pacific, Inc., its Sole Member
(26) Executed by Lennar Fresno, Inc. as Sole Member
(27) Executed by Lennar Northeast Properties, Inc. as Sole Member
(28) Executed by Lennar Northeast Properties, Inc. as Managing Member
(29) Executed by Lennar Riverside West, LLC, its Sole Member, by Lennar Northeast Properties, Inc., its Managing Member
(30) Executed by Lennar Renaissance, Inc. as Sole Member
(31) Executed by Lennar Communities Development, Inc. as Sole Member
(32) Executed by Lennar MF Holdings, LLC, its Sole Member, by Lennar Multifamily Communities, LLC, its Sole Member
(33) Executed by Lennar Multifamily Communities, LLC as Sole Member
(34) Executed by The LNC Northeast Group, Inc. as Sole Member
(35) Executed by Lennar Reno, LLC as Sole Member
(36) Executed by Mission Viejo Holdings, Inc. as Sole Member
(37) Executed by Marble Mountain Partners, LLC, its Sole Member, by Lennar Homes of California, Inc., its Managing Member
(38) Executed by Palm Gardens at Doral, LLC, its Sole Member, by Lennar Homes, LLC, its Sole Member
(39) Executed by U.S. Home Corporation as Managing Member
(40) Executed by Rivenhome Corporation as Managing Member
(41) Executed by Greystone Homes, Inc. as Sole Member
(42) Executed by Lennar Texas Holding Company as Sole Member
(43) Executed by Stoney Corporation as General Partner
(44) Executed by Strategic Technologies, LLC as General Partner
(45) Executed by Lennar Homes Holding, LLC as Sole Member
(46) Executed by UST Lennar PIS Joint Venture, LP its Sole Member, by Lennar Imperial Holdings Limited Partnership, its General Partner, by Lennar Northeast Properties, Inc., its General Partner
(47) Executed by Lennar HW Scala SF GP, LLC, its Managing General Partner, by Lennar - BVHP, LLC, its Administrative Member, by Lennar Southland I, Inc., its Sole Member
S-14
Table of Contents
| Signature |
Title |
Date | ||
| /S/ CHERYL BAIZAN Cheryl Baizan |
Chief Financial Officer |
October 3, 2014 | ||
| /S/ RICHARD BECKWITT Richard Beckwitt |
Principal Executive Officer | October 3, 2014 | ||
| /S/ DIANE J. BESSETTE Diane J. Bessette |
Director/Manager/Principal Financial Officer/Controller |
October 3, 2014 | ||
| /S/ DAVID COLLINS David Collins |
Principal Financial Officer/Controller |
October 3, 2014 | ||
| /S/ BRUCE E. GROSS Bruce E. Gross |
Chief Financial Officer/Director/Manager |
October 3, 2014 | ||
| /S/ JEFFREY KRASNOFF Jeffrey Krasnoff |
Chief Executive Officer |
October 3, 2014 | ||
| /S/ DARIN L. MCMURRAY Darin L. McMurray |
Principal Executive Officer |
October 3, 2014 | ||
| /S/ STUART A. MILLER Stuart A. Miller |
Director, Chief Executive Officer |
October 3, 2014 | ||
| /S/ DAVID KAISERMAN David Kaiserman |
Director, Chief Executive Officer/Manager |
October 3, 2014 | ||
| /S/ CRISTINA PARDO Cristina Pardo |
Principal Financial Officer, Controller |
October 3, 2014 | ||
| /S/ MARK SUSTANA Mark Sustana |
Director/Manager/ Principal Executive Officer |
October 3, 2014 | ||
S-15
Table of Contents
Exhibit Index
| Exhibit |
Description | |
| 4.1 | Indenture dated as of December 31, 1997, between the Company and The First National Bank of Chicago—Incorporated by reference to the Company’s Registration Statement on Form S-3, File No. 333-45527. | |
| 5.1 | Opinion of K&L Gates LLP (counsel). | |
| 12.1 | Calculation of Ratio of Earnings to Fixed Charges. | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 23.2 | Consent of K&L Gates LLP (included in Exhibit 5.1). | |
| 24.1 | Power of Attorney (included on the signature pages). | |
| 25.1 | Statement of Eligibility of Trustee on Form T-1 of The Bank of New York Mellon, as trustee with respect to the Indenture, dated as of December 31, 1997. | |