Form 8-K





Washington, D.C. 20549







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

April 21, 2015

Date of Report (Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   1-11749   95-4337490

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

700 Northwest 107th Avenue, Miami, Florida 33172

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)



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


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


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


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


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




Item 8.01 Other Events.

On April 21, 2015, Lennar Corporation (the “Company”) and the Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters listed on Schedule I thereto with respect to the offering and sale in an underwritten public offering by the Company of $500 million aggregate principal amount of 4.750% Senior Notes due 2025 (the “Notes”). The Notes are guaranteed by most, but not all, of the Company’s subsidiaries (the “Guarantors”), but the guarantee by particular subsidiaries may be suspended or terminated under some circumstances. The Company plans to use the net proceeds from the offering, together with cash on hand, to retire or redeem its 5.60% senior notes due 2015. The Company may use some of the proceeds from the offering for general corporate purposes.

The offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3, File No. 333-199159, and the prospectus supplement dated April 21, 2015, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on April 23, 2015. The sale is expected to close on April 28, 2015, subject to customary closing conditions. A legal opinion relating to the Notes is filed herewith as Exhibit 5.1.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.



Exhibit No.


Description of Document

1.1    Underwriting Agreement, dated as of April 21, 2015, among Lennar Corporation, the Guarantors named therein and the underwriters listed on Schedule I thereto.
5.1    Opinion of K&L Gates LLP.



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


Date: April 24, 2015 Lennar Corporation
By: /s/ Bruce Gross
Name: Bruce Gross
Title: Vice President and Chief Financial Officer