UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~Date of Report (Date of earliest event reported):~~ February 212, 2018

Date of Report (Date of earliest event reported)

CALATLANTIC GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-10959

33-0475989

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~1100~~700 ~~Wilson~~Northwest ~~Boulevard,~~107th ~~#2100~~Avenue, ~~Arlington~~Miami, ~~Virginia~~Florida ~~22209~~ 33172

(Address of principal executive offices) (Zip Code)

(~~240~~305) ~~532~~559-~~3806~~4000

(Registrant’s telephone number, including area code)

~~Not~~Check ~~Applicable~~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:

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐	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))

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 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~October~~February 2912, ~~2017~~2018, CalAtlantic Group, Inc. (the “Company”), ~~entered~~was ~~into~~acquired anby ~~Agreement and Plan of Merger (the “Merger Agreement”) with~~ Lennar Corporation, ~~a Delaware corporation~~ (“Lennar”), ~~and~~through ~~Cheetah~~a ~~Cub~~transaction ~~Group~~in ~~Corp.,~~which athe ~~newly~~Company ~~formed~~was ~~Delaware~~merged ~~corporation~~with and into a wholly -owned subsidiary of Lennar (“Merger Sub”)., ~~Subject~~with ~~to the~~Merger ~~terms~~Sub ~~and~~continuing ~~conditions~~as of the surviving ~~Merger~~corporation ~~Agreement,~~and ~~the~~a ~~Company~~subsidiary ~~will~~of ~~merge~~Lennar (the “Merger”). ~~with~~The Merger took place pursuant to the Agreement and ~~into~~Plan of Merger ~~Sub,~~dated ~~with~~as ~~Merger~~of ~~Sub~~October 29, ~~continuing~~2017, asamong the ~~surviving~~Company, ~~corporation~~Lennar inand Merger Sub (the “Merger Agreement”).

~~Pursuant~~The toCompany’s ~~that~~stockholders ~~certain~~are ~~offering~~receiving ~~memorandum~~as Merger consideration 0.885 shares of Lennar Class A common stock and ~~consent~~0.0177 shares ~~solicitation~~of ~~statement~~Lennar asClass B common stock with regard to each share of ~~January~~the Company’s common stock. However, the Company’s stockholders had the option, which expired on February 195, 2018, ~~Lennar~~to ~~offered~~elect to ~~certain~~receive ~~eligible~~$48.26 ~~holders~~per ofCompany share in ~~each~~cash ~~series~~instead of ~~Existing~~Lennar ~~CalAtlantic~~stock ~~Notes (~~as ~~defined~~Merger ~~below)~~consideration, subject to a limit that the ~~opportunity~~amount Lennar would be required to ~~exchange~~pay ~~(collectively~~in cash would not exceed $1,162,249,972. Due to that limit, the ~~“Exchange~~option ~~Offers”)~~to ~~certain~~receive ~~outstanding~~cash ~~notes~~could ~~issued~~not bybe exercised with regard to more than 24,083,091 shares of the Company’s ~~for~~common ~~(1) up~~stock. toHolders ~~$3.0 billion~~of ~~aggregate~~only ~~principal amount~~391,893 shares of ~~new~~the ~~notes~~Company’s ~~issued~~common bystock ~~Lennar~~elected ~~and~~to ~~(2)~~ receive cash. ~~Concurrently~~However, ~~with~~MP ~~the~~CA ~~Exchange~~Homes ~~Offers~~LLC, ~~Lennar,~~the onlargest ~~behalf~~stockholder of the Company, ~~solicited~~had ~~from~~agreed ~~such~~that ~~eligible~~to ~~holders~~the extent ofstockholders ~~each~~did ~~series~~not ofelect ~~Existing~~to ~~CalAtlantic~~receive ~~Notes~~cash ~~consents~~with ~~(collectively~~regard to the ~~“Consent~~ ~~Solicitations”)~~full 24,083,091 shares, MP CA Homes LLC would be deemed to ~~remove~~have ~~certain~~elected ofto receive cash with regard to the ~~covenants~~maximum number of shares as to which cash elections could be made (i.e., 24,083,091 ~~restrictive~~shares). ~~provisions~~As ~~and~~a ~~events~~result, Company stockholders will receive as merger consideration a total of ~~default~~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 ~~each~~cash. ~~case~~Lennar ~~applicable~~will issue toadditional ~~such~~shares ~~series~~and pay additional cash in the future as a result of ~~Existing~~conversions ~~CalAtlantic~~of ~~Notes~~convertible ~~(collectively~~debt securities and exercises of options, restricted stock units and stock appreciation rights that had been issued by the ~~“Proposed Amendments”)~~Company.

The ~~Proposed~~description ~~Amendments~~above ~~include~~of the terms of the transaction does not purport to be complete. The transaction is described in greater detail in Registration Statement, asFile ~~applicable~~No. 333-221738 (the “Registration Statement”), ~~removal~~filed orby ~~modification~~Lennar with the Securities and Exchange Commission under the Securities Act of ~~covenants~~1933, oras ~~events~~amended. A copy of ~~default~~the ~~with~~Merger Agreement ~~respect~~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 ~~compliance~~3.01 ~~with~~Notice ~~securities~~of ~~laws~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

•On February 12, ~~restrictions~~2018, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger would be effective on February 12, 2018, with the ~~incurrence~~result that on that date, the stock of ~~secured~~the ~~indebtedness;~~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 Company’s common stock from trading on the NYSE and withdraw the registration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. Trading of the Company’s 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 ~~restrictions~~3.03 ofMaterial ~~sale~~Modifications ~~and~~to ~~leaseback~~Rights ~~transactions;~~of Security Holders.

•Upon ~~designation~~effectiveness of ~~restricted~~the Merger, the Company’s common stock was converted into and ~~unrestricted~~became ~~subsidiaries;~~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 Company’s stockholders approved a proposal to adopt the Merger Agreement. In addition, as a result of the Merger, the Company’s convertible debt securities have become convertible into cash, Lennar stock, or a combination of cash and Lennar stock.

•Item ~~the~~5.01. ~~Company’s~~Changes ~~ability~~in toControl ~~merge or sell all or substantially all~~ of ~~its assets;~~Registrant

•As ~~periodic~~a ~~reporting~~result of the Merger, Merger Sub succeeded to ~~holders~~all the Company’s assets, liabilities and operations, which had the effect of giving Lennar sole control of the ~~applicable~~Company. ~~series~~The information in Item 2.01 of ~~Existing~~this ~~CalAtlantic~~Report ~~Notes;~~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 ~~future~~5.07. ~~subsidiary~~Submission ~~guarantees;~~of Matters to a Vote of Security Holders.

•On ~~cross-default~~February 12, 2018, the Company held a Special Meeting of Stockholders. The final results for each of the matters submitted to ~~other~~a ~~indebtedness;~~vote of stockholders at the meeting are below.

•(1) ~~judgment~~The ~~defaults;~~holders ~~and~~of the Company’s common stock approved a proposal to adopt the Merger Agreement. The results of the vote on that proposal were as follows:

• change of control triggering events (in respect of only certain series of the Existing CalAtlantic Notes).


Votes For	Votes Against	Votes Abstaining	Broker Non-votes
96,778,328	31,039	11,796	19,369,622

~~As of~~(2) ~~5:00~~The ~~p.m.,~~holders ~~New~~of ~~York~~the ~~City~~Company’s ~~time,~~common onstock ~~February 1,~~approved ~~2018,~~a ~~the~~proposal ~~early~~to ~~tender~~approved, ~~date~~on ~~for~~an ~~the~~advisory ~~Exchange~~(non-binding) ~~Offers~~basis, ~~the~~specified ~~holders~~compensatory ofarrangements abetween ~~majority~~the ofCompany ~~the~~and ~~aggregate~~its ~~principal~~named ~~amount~~executive ofofficers ~~each~~relating ~~series~~to ofthe ~~notes~~Merger. ~~have~~The ~~consented~~results toof the ~~Proposed~~vote ~~Amendments~~on ~~applicable~~that ~~to such~~proposal ~~series,~~were as ~~described below~~follows:

• $485,609,000 of $575,000,000 aggregate principal amount of 8.375% Senior Notes due May 15, 2018 issued by the Company;


Votes For	Votes Against	Votes Abstaining	Broker Non-votes
58,150,784	38,488,113	182,266	19,369,622

•(3) ~~$267,708,000~~The holders of ~~$300,000,000~~the ~~aggregate~~Company’s ~~principal~~common ~~amount~~stock approved a proposal to approve the adjournment of ~~6.625%~~the ~~Senior~~Special ~~Notes~~Meeting ~~due~~of ~~May~~the 1Company’s stockholders, ~~2020~~if ~~issued~~necessary byin 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:

• $397,606,000 of $400,000,000 aggregate principal amount of 8.375% Senior Notes due January 15, 2021 issued by the Company;


Votes For	Votes Against	Votes Abstaining	Broker Non-votes
71,521,440	25,248,684	51,039	19,369,622

•SIGNATURES ~~$291,960,000 of $300,000,000 aggregate principal amount of 6.25% Senior Notes due December 15, 2021 issued by the Company (the “2012 Notes”);~~

•Pursuant ~~$240,753,000~~to the requirements of ~~$250~~the Securities Exchange Act of 1934,~~000~~ as amended,~~000~~ ~~aggregate~~the ~~principal~~registrant ~~amount~~has ofduly ~~5.375%~~caused ~~Senior~~this ~~Notes~~report ~~due~~to ~~October~~be 1,signed ~~2022~~on ~~issued~~its behalf by the ~~Company;~~undersigned hereunto duly authorized.

• $421,403,000 of $425,000,000 aggregate principal amount of 5.875% Senior Notes due November 15, 2024 issued


Date: February 13, 2018	CalAtlantic Group, Inc.

	By:	/s/ Bruce Gross
	Name:	Bruce Gross
	Title:	Vice President and Chief Financial Officer

by the Company;

• $395,535,000 of $400,000,000 aggregate principal amount of 5.25% Senior Notes due June 1, 2026 issued by the Company; and

• $347,343,000 of $350,000,000 aggregate principal amount of 5.00% Senior Notes due June 15, 2027 issued by the Company

The notes described above, collectively, are “Existing CalAtlantic Notes”. Consequently, on February 2, 2018, the Company and certain subsidiaries of the Company that guarantee the obligations of the Company under the Existing CalAtlantic Notes (the “Guarantors”) entered into supplemental indentures reflecting the Proposed Amendments (the “Supplemental Indentures”). The Supplemental Indentures were effective upon execution but shall become operative only upon the closing, including completion and settlement, of the Exchange Offers and Consent Solicitations, such that the Supplemental Indentures shall be deemed to be revoked if the Exchange Offers or Consent Solicitations are terminated or withdrawn prior to completion or settlement.

The description of the Supplemental Indentures contained herein does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indentures, which are attached to this Current Report on Form 8-K as Exhibits 4.1 through 4.8 and are incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders

The information set forth in Item 1.01 with respect to the 2021 Notes is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and may qualify for the safe harbor provided for in Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements about the expected timing for and completion of the Merger. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” objective,” “plan,” or “targets” and other similar expressions) are intended to identify forward-looking statements. These statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by these forward-looking statements, including, but not limited to: (i) the risk that the proposed Merger may not be completed in a timely manner or at all; (ii) the risk that the Exchange Offers and Consent Solicitations are terminated or withdrawn prior to completion or settlement; and (iii) other risks related to the Company’s business and operations described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as may be required under applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

No Offer of Solicitation.

This communication is for informational purposes only and shall not constitute an offer to purchase, nor a solicitation of an offer to sell, subscribe for or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in connection with the proposed transaction or otherwise, nor shall there be any solicitation, offer, sale, issuance or transfer of securities in any jurisdiction in which such solicitation, offer, sale, issuance or transfer would be unlawful. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information about the Proposed Transaction and Where to Find It.

In connection with the proposed Merger, Lennar has filed with the SEC a registration statement on Form S-4 (the “Registration Statement”), in which a joint proxy statement of the Company and Lennar was included that also constitutes a prospectus (the “Joint Proxy Statement/Prospectus”). Investors and stockholders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus regarding the Merger and the related transactions, and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain

important information about the Company, Lennar and the proposed Merger. You can obtain a free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about the Company and Lennar at the SEC’s website (www.sec.gov). You are also able to obtain these documents, free of charge, from the Company at www.CalAtlantic.com under the link “Investors” and then under the heading “Financials” and the subheading “SEC Filings” and from Lennar at www.Lennar.com under the tab “Investors” and then under the heading “Financials.”

Item 9.01. Financial Statements and Exhibits.

ExhibitNo.		Description
4.1		Sixteenth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.2		Seventeenth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.3		Twenty-Ninth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.4		Thirtieth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.5		Thirty-First Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.6		Thirty-Second Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.7		Thirty-Third Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.8		Thirty-Fourth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.

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.

	CALATLANTIC GROUP, INC.
Date: February 2, 2018	By:	/s/ Jeffrey J. McCall
		Jeffrey J. McCall Executive Vice President & Chief Financial Officer

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