Form S-4
Please provide us with copies of all materials prepared by the financial advisors and shared with the board of directors of WCI Communities, Inc. and their representatives. This includes copies of the board books and all transcripts and video presentations.
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Please note that all exhibits are subject to our review. Accordingly, please file all of your outstanding exhibits with your next amendment or as soon as possible. In addition, please advise us supplementally as to the matters that will be addressed in Latham & Watkins’s tax opinion and why you believe a tax opinion is required to be filed in connection with this transaction.Rest of the question
Refer to Item 601(b)(8) of Regulation S-K.
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Please revise your disclosure to clarify the value of the total merger consideration to be paid by Lennar to the WCI shareholders on a per share basis and tell us supplementally whether there is collar associated with stock component of the consideration.Rest of the question
Please note that we do not object to the disclosure relating to the formula but WCI holders should be able to decipher how much they will be receiving, as represented in dollars, for exchanging their shares in the transaction. Please make corresponding revisions to your registration statement where appropriate.
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Please disclose that, at the time of the vote, WCI holders will not know the number of shares of Lennar stock they will be receiving due to operation of the merger consideration formula.
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In an appropriate location, please provide an example of the number of shares to be issued on a per share basis using the trading price of the securities as of the latest practicable date. Also disclose that the number of shares to be issued may differ from the example as of the latest practicable date, given that that the actual value and number of share will not be determined until immediately preceding theRest of the question
closing.
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Please disclose the time period anticipated between the vote and closing.
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Please revise your disclosure to state that Lennar may, at its option, pay the merger consideration solely in cash.
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We note your disclosure that Mr. Bass will be eligible for a transaction bonus of $3.22 million. Please reconcile such disclosure with your disclosure on page 77 that Mr. Bass will be eligible for a transaction bonus of $4.150 million.
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Please revise your disclosure to discuss the material risks associated with any of the debt covenants and Lennar’s compliance with such debt covenants.
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Please revise your disclosure regarding the June 19, 2016 conversation between Mr. Bass and Mr. Beckwitt to disclose whether Mr. Bass informed Mr. Beckwitt during this conversation that a counterproposal would be forthcoming.
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Please expand your disclosure regarding June 22, 2016 to discuss Mr. Beckwitt’s reaction to the WCI counterproposal communicated by Mr. Bass. Please make similar revisions to your disclosure regarding the July 22, 2016 conversation between Mr. Bass and Mr. Beckwitt.
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Please elaborate on the discussion between Mr. Bass and the key decision maker of Party B on August 2, 2016 that led Mr. Bass to be unable to “ascertain” Party B’s interest in a transaction.
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Please expand your disclosure to describe the specific strategic alternatives and countervailing factors that the WCI Board discussed on September 22, 2016.
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Please tell us whether WCI’s Board considered the potential conflict of interest of Citi to be a negative factor concerning the merger.
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Please tell us whether WCI considered Lennar’s $5.2 billion in debt to be a negative factor concerning the merger.
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Please revise to provide expanded disclosure concerning the methodology and criteria used in selecting the companies and transactions analyzed, including whether any companies or transactions meeting the criteria were excluded.
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Please revise your disclosure to discuss how the discount rates were chosen.
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We note disclosure on page 65 that WCI “expressly disclaims any responsibility, to update or otherwise revise the WCI management projections . . .” Please clarify your statement, particularly the qualifying language “except to the extent required by applicable federal securities laws.” We remind that you are responsible for the information included in the proxy statement, which includes consideration of whetherRest of the question
additional disclosure of material information about the financial projections is required to make the statements included in the proxy statement not misleading. Please revise.
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We note that the WCI management projections are subject to assumptions and estimates as to future events. Please ensure that you disclose all material assumptions underlying the projections.
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We note your response to comment 3 in our letter dated December 7, 2016. Please revise your prospectus cover page to include disclosure regarding the 41% minimum value of the share consideration that will apply should Lennar elect to pay a portion of the merger consideration in stock. Please also make corresponding revisions to disclosure elsewhere in your prospectus where you discuss merger consideration.
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We are unable to locate the revisions made in response to comment 7 in our letter dated December 7, 2016. Please revise your prospectus cover page to state that Lennar may, at its option, pay the merger consideration solely in cash.
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We note your response to comment 8 in our letter dated December 7, 2016. Please revise your disclosure to specify the total amount that Mr. Bass may receive along with the individual components (e.g., transaction bonus and retention bonus). Please make similar revisions on page 35 and page 73.
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Please revise your disclosure to include a discussion of any precedent transactions analyzed by Credit Suisse.
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We note that Latham & Watkins appears to have provided a short form tax opinion. Please revise the disclosure in this section to state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of counsel and clearly articulate and identify the opinion being rendered.Rest of the question
In other locations of the prospectus where you discuss the tax consequences of the transactions, please eliminate phrases that suggest that the opinion is subject to a degree of uncertainty. For example, refer to disclosure on pages v (“intended to qualify”) and 46 (“may qualify”). Refer to Sections III.B.2 and III.C.4 of Staff Legal Bulletin No. 19 (CF).
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We note your revisions to comment 5 in our letter dated December 28, 2016. It is not clear why you continue to disclose that the transactions “are intended to qualify” as a reorganization (unless the merger consideration is paid entirely in cash).Rest of the question
Absent significant doubt about the tax consequences, we would expect to see a “will” opinion in accordance with the guidance contained in Section III.C.4 of Staff Legal Bulletin No. 19 (“SLB 19”). Please advise. In addition, please tell us whether the condition regarding the delivery of Latham’s opinion to WCI is waiveable by either party and, if so, how you considered the guidance in Section III.D.3 of SLB 19.
On behalf of Lennar Corporation (the “Company”), we request that Registration Statement
No. 333-214566 (the “Registration Statement”) be declared effective at 4:00 p.m. Eastern Standard Time on Thursday, January 12, 2017, or as soon after that as is practicable.
We acknowledge on behalf of the Company that the Company is aware that:
• the fact that the Commission, or the staff by delegated authority, declares the Registration Statement effective does not foreclose the Commission from taking action with respect to the Registration Statement;
the action of the Commission, or the staff byRead in the reply ↗Rest of the answer
delegated authority, declares the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or by any person under the securities laws of the United States.
