Current Report Filing (8-k)
February 13 2018 - 3:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 12, 2018
Date of Report (Date of earliest event reported)
CALATLANTIC
GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-10959
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33-0475989
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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700 Northwest 107
th
Avenue, Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
(305)
559-4000
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On February 12, 2018, CalAtlantic Group, Inc.
(the Company) was acquired by Lennar Corporation (Lennar) through a transaction in which the Company was merged with and into a wholly-owned subsidiary of Lennar (Merger Sub), with Merger Sub continuing as the
surviving corporation and a subsidiary of Lennar (the Merger). The Merger took place pursuant to the Agreement and Plan of Merger dated as of October 29, 2017, among the Company, Lennar and Merger Sub (the Merger
Agreement).
The Companys stockholders are receiving as Merger consideration 0.885 shares of Lennar Class A common stock and 0.0177
shares of Lennar Class B common stock with regard to each share of the Companys common stock. However, the Companys stockholders had the option, which expired on February 5, 2018, to elect to receive $48.26 per Company share in
cash instead of Lennar stock as Merger consideration, subject to a limit that the amount Lennar would be required to pay in cash would not exceed $1,162,249,972. Due to that limit, the option to receive cash could not be exercised with regard to
more than 24,083,091 shares of the Companys common stock. Holders of only 391,893 shares of the Companys common stock elected to receive cash. However, MP CA Homes LLC, the largest stockholder of the Company, had agreed that to the
extent stockholders did not elect to receive cash with regard to the full 24,083,091 shares, MP CA Homes LLC would be deemed to have elected to receive cash with regard to the maximum number of shares as to which cash elections could be made (i.e.,
24,083,091 shares). As a result, Company stockholders will receive as merger consideration a total of 82,731,943 shares of Lennar Class A common stock, 1,654,639 shares of Lennar Class B common stock and $1,162,249,972 in cash. Lennar will
issue additional shares and pay additional cash in the future as a result of conversions of convertible debt securities and exercises of options, restricted stock units and stock appreciation rights that had been issued by the Company.
The description above of the terms of the transaction does not purport to be complete. The transaction is described in greater detail in Registration
Statement, File
No. 333-221738
(the Registration Statement), filed by Lennar with the Securities and Exchange Commission under the Securities Act of 1933, as amended. A copy of the Merger
Agreement is an Exhibit to the Registration Statement. The description of the Merger in the Registration Statement and the information about the Merger in the Merger Agreement are incorporated by reference in this Current Report on Form
8-K.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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On
February 12, 2018, the Company notified the New York Stock Exchange (the NYSE) that the Merger would be effective on February 12, 2018, with the result that on that date, the stock of the Company would be converted into and
become the right to receive either Lennar stock or an immediate cash payment, and holders would no longer have any rights as stockholders of the Company or any other rights. After the close of trading on February 12, 2018, the NYSE filed with
the SEC an application on Form 25 to remove the Companys common stock from trading on the NYSE and withdraw the registration of the Companys common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.
Trading of the Companys common stock on the NYSE ceased before the opening of trading on February 13, 2018. The information in Item 2.01 of this Report on Form
8-K,
including the information
regarding the Merger incorporated by reference to the Registration Statement and the Merger Agreement, is incorporated by reference in this Item 3.01.
Item 3.03
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Material Modifications to Rights of Security Holders.
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Upon effectiveness of the Merger, the
Companys common stock was converted into and became the right to receive the Merger consideration described in Item 2.01, and holders no longer have any rights as stockholders of the Company. As described in Item 5.07 of this Report on Form
8-K,
at a special meeting held on February 12, 2018, the Companys stockholders approved a proposal to adopt the Merger Agreement. In addition, as a result of the Merger, the
Companys convertible debt securities have become convertible into cash, Lennar stock, or a combination of cash and Lennar stock.
Item 5.01.
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Changes in Control of Registrant
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As a result of the Merger, Merger Sub succeeded to all the
Companys assets, liabilities and operations, which had the effect of giving Lennar sole control of the Company. The information in Item 2.01 of this Report on Form
8-K,
including the information
regarding the Merger incorporated by reference to the Registration Statement and the Merger Agreement, is incorporated by reference in this Item 5.01.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On February 12, 2018, the Company held a
Special Meeting of Stockholders. The final results for each of the matters submitted to a vote of stockholders at the meeting are below.
(1)
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The holders of the Companys common stock approved a proposal to adopt the Merger Agreement. The results of the vote on that proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker
Non-votes
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96,778,328
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31,039
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11,796
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19,369,622
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(2)
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The holders of the Companys common stock approved a proposal to approved, on an advisory
(non-binding)
basis, specified compensatory arrangements between the Company and its
named executive officers relating to the Merger. The results of the vote on that proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker
Non-votes
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58,150,784
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38,488,113
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182,266
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19,369,622
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(3)
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The holders of the Companys common stock approved a proposal to approve the adjournment of the Special Meeting of the Companys stockholders, if necessary in order to enable the Company to solicit additional
votes, if at the time of the stockholders meeting there were not sufficient votes to approve the proposal regarding adoption of the Merge Agreement. The results of the vote on that proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker
Non-votes
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71,521,440
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25,248,684
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51,039
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19,369,622
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Date: February 13, 2018
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CalAtlantic Group, Inc.
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By:
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/s/ Bruce Gross
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Name:
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Bruce Gross
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Title:
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Vice President and Chief Financial Officer
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CalAtlantic Group, Inc. (NYSE:CAA)
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