Item 8.01. Other Events.
On April 20, 2009, Lennar Corporation (the "Company") entered into
Distribution Agreements (collectively, the "Distribution Agreements") with each
of J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. (each, an
"Agent" and collectively, the "Agents") under which the Company may sell from
time to time through the Agents shares of its Class A common stock (the
"Shares") for an aggregate of up to $275,000,000 by means of ordinary brokers'
transactions at market prices or as otherwise agreed to between the Company and
the Agents. The Company may also sell Shares to each Agent, as principal, for
its own account, on terms agreed to between them.
The Company is not obligated to sell and the Agents are not obligated to buy
or sell any Shares under the Distribution Agreements. No assurance can be given
that the Company will sell any Shares under the Distribution Agreements, or, if
it does, as to the price or amount of Shares that it sells, or the dates when
such sales will take place.
The Distribution Agreements are filed as Exhibits 99.1, 99.2, 99.3 and 99.4
to this Current Report on Form 8-K, and the above description of certain terms
of the Distribution Agreements is qualified in its entirety by reference to such
exhibits. For a description of the Distribution Agreements, see the disclosure
under the caption "Plan of Distribution" contained in the Company's Prospectus
Supplement dated April 20, 2009, which has been filed with the SEC pursuant to
Rule 424(b) under the Securities Act of 1933, as amended. The Distribution
Agreements are incorporated by reference herein.
The Shares will be offered pursuant to the Company's shelf registration
statement on Form S-3 (File No. 333-151924) (the "Registration Statement") which
became effective on June 25, 2008.
A copy of the opinion of Clifford Chance US LLP, relating to the legality of
the Shares, is filed as Exhibit 5.1 hereto and is incorporated by reference into
the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K.
Exhibit No. Description of Document
5.1 Opinion of Clifford Chance US LLP
23.1 Consent of Clifford Chance US LLP (contained in Exhibit 5.1)
99.1 Distribution Agreement dated April 20, 2009 between Lennar Corporation
and J.P. Morgan Securities, Inc.
99.2 Distribution Agreement dated April 20, 2009 between Lennar Corporation
and Citigroup Capital Markets Inc.
99.3 Distribution Agreement dated April 20, 2009 between Lennar Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
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Exhibit No. Description of Document
99.4 Distribution Agreement dated April 20, 2009 between Lennar Corporation
and Deutsche Bank Securities Inc.
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