Form S-4
Please disclose the trading symbol and share price of Lennar’s Class A and Class B common stock on NYSE as of the latest practicable date.
No reply letter found.
Please state the number of shares of Class A and Class B common stock Lennar is expected to issue in the Merger.
No reply letter found.
Based on your disclosure in the last paragraph of this section, we understand that it is very likely that Lennar could complete the Merger without approval of the Lennar Authorized Share Proposal because MP CA Homes has ensured that cash election will be fully exercised by agreeing to receive cash for the number of shares by which CalAtlantic stockholders’ cash elections fall short of the maximum of $1,162,250,000Rest of the question
or 24,083,091 CalAtlantic shares. Please clarify, here and where similar disclosure exists, that Lennar will complete the merger even if approval of the Lennar Authorized Share Proposal is not obtained, provided that the increased shares are not necessary to issue all of the shares of Class A common stock that will be required. In this regard, we note your disclosure regarding this proposal as a condition to the merger on page 8 under “Conditions to
No reply letter found.
Please disclose here that following the consummation of the merger transaction, the shareholders of CalAtlantic are expected to hold approximately 26% of the total number of shares outstanding. In this regard, we note your disclosure under the Question and Answers section on page vi and your risk factor on page 29.
No reply letter found.
In your disclosure in the third paragraph under this heading, please disclose the percentage of Class A common stock that is owned by Mr. Miller and the Miller entities, since a majority of the Class A common stock, voting as a separate class, as well as the Class A and Class B voting together, are required to approve the Lennar Authorized Share Proposal.
No reply letter found.
We note your disclosure that on a pro forma combined basis it is expected that there will be 325,482,000 shares outstanding as a result of the merger. Please tell us and expand your disclosures to highlight how that amount was determined.Rest of the question
Please reconcile that amount to the 85,517,000 shares that will be issued for CalAtlantic shares as a result of the merger as disclosed in your note 6 to the Unaudited Pro Forma Condensed Combined Financial Statements for Lennar and CalAtlantic on page F-15.
No reply letter found.
Disclosure on pages 38 and 39 refers to a preliminary valuation analysis presented to the CalAtlantic board by J.P. Morgan. Please address whether you believe this analysis is a report, opinion or appraisal of J.P. Morgan materially relating to the transaction.Rest of the question
If so, please provide the information required by Item 1015(b)(6) of Regulation M-A regarding the procedures followed, findings and other information communicated in that analysis, and any updates to it that J.P. Morgan presented to the board that are discussed in the proxy statement/prospectus.
No reply letter found.
In the second bullet point, please quantify the accretion to earnings per share in 2018 and 2019 that the Lennar board anticipated as an expected benefit of the merger. Similarly, in the sixth bullet point, please quantify the cost savings in 2018 and in and after 2019 that the Lennar board considered.
No reply letter found.
In the ninth bullet point, please quantify the reduction in ratios of debt to total capital and net debt to total capital that Lennar considered a benefit to the merger.
No reply letter found.
Please elaborate on the “top tier gross margins” that Lennar expects the combined company to have in the eleventh bullet point.
No reply letter found.
In the fifth bullet point, please quantify the synergies and cost savings that the CalAtlantic board considered as a strategic or financial benefit of the merger.
No reply letter found.
Please provide us supplementally with copies of any board books or similar materials provided by J.P. Morgan to the CalAtlantic board in connection with its analysis and opinion.
No reply letter found.
In the last paragraph on page 57, please elaborate on the “additional incentive fee” that will be determined based on the consideration at closing and that is contingent upon completion of the Merger. Please explain how the amount of the fee will be determined and if possible, quantify the expected amount of the fee or a reasonable range.
No reply letter found.
We note your statement that the discussion of tax consequences assumes that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Similar disclosure reflecting this assumption appears in the Q&A on page xiii. Please revise these and similar disclosures to remove reliance on this assumption.Rest of the question
Note that in counsel’s tax opinion supporting the description of tax consequences in the filing, it is not appropriate to assume any legal conclusion underlying the opinion. For additional information, please see Section III.C.3 of Staff Legal Bulletin 19.
No reply letter found.
We understand that the tax opinion you describe in this section will be given at closing. Please note the requirement to file a tax opinion as an exhibit to the registration statement prior to effectiveness, as required by Item 601(b)(8) of Regulation S-K.Rest of the question
If this opinion will be a “short form” opinion, then please revise the disclosure in this section to clearly state that the discussion constitutes counsel’s opinion. Please see Sections III.B and III.D. of Staff Legal Bulletin 19.
No reply letter found.
On page 92, you disclose that MP CA Homes will be deemed to have made a cash election with regard to the number of its CalAtlantic shares that would cause the cash elections to be made with regard to the maximum number of CalAtlantic shares to the extent that the CalAtlantic stockholders do not elect to receive cash consideration with regard to the maximum cash consideration allowable per the agreement.Rest of the question
As such, please clarify whether there can be a scenario whereby, Lennar will not have to pay the $1,162,250,000 in cash. To the extent there is such a scenario, please also expand your disclosures to also include the pro forma impact to equity, the weighted average number of shares outstanding, and pro forma EPS should no CalAtlantic stockholders elect to redeem their shares for cash.
No reply letter found.
Please revise pro forma Note J to disclose how the adjustment to the basic and diluted common share amounts was determined. In that regard, please reconcile the adjustments made to the Condensed as Adjusted CalAtlantic column to the 85,517,000 shares that is expected to be issued for CalAtlantic shares as a result of the merger as disclosed in your note 6 on page F-15.
No reply letter found.
Please more fully disclose how you calculated the amounts of interest expense and capitalized interest adjustments associated with the $1.2 billion of senior notes payable as reflected in your Notes L and M.
No reply letter found.
We note your disclosure on page F-1 that “A final determination of the fair value of CalAtlantic’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of CalAtlantic that exist as of the date of completion of the Merger and, therefore, cannot be made prior to the completion of the transaction.” Please tell us whether you anticipate allocating any of the purchaseRest of the question
price consideration to specific identifiable intangible assets (e.g. customer lists, contracts acquired, trademarks, etc.). If so, please revise your disclosure to highlight the potential expected intangible assets and expected amortization period. If no amounts are expected to be recognized, please explain why.
No reply letter found.
On your consolidated statements of operations and comprehensive income on page 68 of your Form 10-K, as well as on the statements included in subsequent Forms 10-Q, you refer to the total of net earnings and other comprehensive income as “other comprehensive income.” It appears this line item would be more appropriately captioned “total comprehensive income” or “comprehensive income,” as presented in ASC 220-1055-7.Rest of the question
Please revise accordingly.
In future filings, including the Report on Form 10-K for the year ended November 30, 2017, Lennar will caption the line item “total comprehensive income.” Read in the reply ↗
We note your response to comment 14 of our letter dated December 19, 2017. Please revise your disclosure here to remove reliance on assumptions that the merger will qualify as a reorganization. In that regard, we note your revisions to pages xii and 70.
The lead in to the statement on page 6 has been revised to say “The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and, in connection with the filing of the registration statement of which this joint proxy statement/prospectus is a part, CalAtlantic’s tax counsel, Gibson Dunn, has rendered its tax opinion to CalAtlantic. It is the opinion of Gibson Dunn that subject to the qualifications and assumptions described in the section captioned
“Certain U.S.Read in the reply ↗Rest of the answer
Federal Income Tax Considerations” below, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Based on that opinion, in the Merger, a CalAtlantic stockholder generally: . . .”
We note your response to comment 7 in our letter dated December 19, 2017. Please be aware that the requirement to disclose the information required by Item 1015(b)(6) of Regulation M-A is not limited to situations in which a report, opinion or appraisal was presented in connection with a fairness opinion.Rest of the question
Rather, if a report, opinion or appraisal materially relates to the transaction, has been received from an outside party and is referred to in the prospectus, then information required by Item 1015(b) is required. Please see Item 4(b) of Form S-4. Please clarify whether it is your position that the valuation analysis is not a report, opinion, or appraisal, and/or whether you mean that the information was included in or was not materially different from the report given to the board in the presentation that accompanied delivery of the fairness opinion. Alternatively, please revise to include the information required by Item 1015(b).
It is the position of CalAtlantic that the preliminary valuation analyses were not a report, opinion, or appraisal. Read in the reply ↗
Disclosure on page 70 indicates that the discussion of tax consequences that appears in the proxy statement/prospectus is based on an opinion of Gibson Dunn that has yet to be delivered, and that will be dated as of the closing date.Rest of the question
Please revise to clarify that the discussion is based on the opinion of Gibson Dunn, dated December 22, 2017, that you have received and filed as an exhibit to the registration statement. Please also revise the Q&A on page xii entitled “What are the tax consequences of the Merger?” and any similar disclosures elsewhere in the proxy statement/prospectus.
The references on pages xii and 70 to the opinion of tax counsel have been changed to clarify that, in connection with the filing of the registration statement of which this proxy statement/prospectus is a part, CalAtlantic has received an opinion from tax counsel. Read in the reply ↗
Counsel’s opinion should cover all of the tax consequences to stockholders that are described in the prospectus. We note that the opinion filed as Exhibit 8.1 only addresses qualification as a reorganization under Section 368(a) of the Code. It does not describe the tax consequences to stockholders that follow and that are described in the prospectus and are stated to be based on counsel’s opinion.Rest of the question
As noted in comment 15 of our letter dated December 19, 2017, counsel may provide a “short form” opinion stating that the discussion in the prospectus constitutes its opinion. If counsel provides a short form opinion, the company should also revise the disclosure to clearly state that the discussion constitutes counsel’s opinion.
The opinion filed as Exhibit 8.1 has been revised to contain a “short form” opinion stating that the discussion in the joint proxy statement/prospectus under the caption “Certain U.S. Federal Income Tax Considerations,” to the extent it constitutes descriptions of legal matters or legal conclusions, is accurate in all material respects.
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The undersigned, on behalf of Lennar, acknowledges that:
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Lennar and its management is responsible for the adequacy and accuracy of the disclosures in the filing;
Staff comments or changes to disclosures in response to Staff comments do notRead in the reply ↗Rest of the answer
foreclose the Commission from taking any action with respect to the filing; and
Lennar may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
