8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2017

WCI Communities, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36023	27-0472098
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24301 Walden Center Drive

Bonita Springs, Florida, 34134

(Address of principal executive offices) (Zip Code)

(239) 947-2600

(Registrant’s telephone number, including area code)

Not applicable

(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:

☐ 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))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 10, 2017, WCI Communities, Inc. (the “Company”) notified the New York Stock Exchange (“NYSE”) that the merger (the “Merger”) of the Company with a wholly-owned subsidiary of Lennar Corporation (“Lennar”) had become effective. As a result of the Merger, the Company’s common stock, par value $0.01 per share (“Company Common Stock”), was converted into the right to receive cash. Because of that, (a) the NYSE will suspend trading in the Company Common Stock effective before the opening of trading on the trading day after the Merger, and (b) the Company notified the NYSE that it was withdrawing the Company Common Stock from listing on the NYSE. The Company and the NYSE will be making the necessary filings with the Securities and Exchange Commission to remove the Company Common Stock from listing on the NYSE and to terminate the registration of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to file reports under the Exchange Act will be suspended when the Company files the application to terminate its registration under that Act.

Item 3.03 Material Modification to Rights of Security Holders.

On February 10, 2017, the Merger became effective, and, as a result, each share of Company Common Stock was converted into the right to receive $23.50 in cash.

On February 10, 2017, the Company, Lennar and Wilmington Trust, National Association, as Trustee, entered into a Third Supplemental Indenture, which amended the Indenture dated as of August 7, 2013 relating to the Company’s 6.875% Senior Notes due 2021 (the “Notes”), to add Lennar as a co-issuer of the Notes. In becoming a co-issuer, Lennar became entitled to all the benefits of, and assumed and became liable for all the obligations of the Company with respect to, the Indenture and the Notes.

Item 5.01 Changes in Control of Registrant.

On February 10, 2017, the Merger became effective, and the Company became a wholly-owned subsidiary of Lennar.

In connection with the Merger, Lennar paid, or expects to pay, a total of approximately $643 million in cash to the former holders of Company Common Stock, as well as to holders of rights under the Company’s Long Term Incentive Plan, to holders of unvested restricted stock of the Company, and to holders of performance units and restricted share units that had been issued by the Company under incentive plans. Lennar obtained the funds it used in connection with the Merger from working capital and from proceeds from the recently completed issuance of $600 million aggregate principal amount of its 4.125% Senior Notes due 2022.

Item 5.07 Submission of a Matter to a Vote of Security Holders.

On February 10, 2017, there was a special meeting of the Company stockholders at which the stockholders were asked to vote on a proposal to adopt an Agreement and Plan of Merger, dated as of September 22, 2016, among the Company, Lennar and two wholly-owned subsidiaries of Lennar (the “Merger Agreement”). The results of the vote were as follows:

For	Against	Abstained	Broker non-votes
20,506,379	1,520	27,037	0

At the special meeting, stockholders were also asked to vote on a proposal to approve the adjournment of the meeting, if necessary, to solicit additional proxies if there were not sufficient votes to adopt the Merger Agreement at the time of the meeting. The results of that vote were as follows:

For	Against	Abstained	Broker non-votes
19,203,353	1,331,046	537	0

Item 8.01 Other Events.

On February 10, 2017, the Merger was approved by the Company stockholders and it became effective on that day. Lennar elected to pay the entire merger consideration in cash. Therefore, as a result of the Merger, (i) each share of Company Common Stock was converted into the right to receive $23.50 in cash and (ii) the Company became a wholly-owned subsidiary of Lennar. The Merger took place in accordance with the Merger Agreement. A definitive proxy statement relating to the Merger, which included the Merger Agreement as an exhibit, was filed by the Company with the Securities and Exchange Commission on January 12, 2017, and is incorporated by reference in this Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Document
4.1	Third Supplemental Indenture, dated February 10, 2017, among WCI Communities, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Trustee, and Lennar Corporation.

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.

Date: February 10, 2017	WCI COMMUNITIES, INC.
	By:	/s/ Bruce Gross
		Name:  Bruce Gross Title:    Vice President and Chief Financial Officer

EX-4.1

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

This THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of February 10, 2017, is being entered into among WCI Communities, Inc., a Delaware corporation (the “Issuer”), Lennar Corporation, a Delaware corporation (the “Co-Issuer”), Wilmington Trust, National Association, as trustee (the “Trustee”), and the Subsidiary Guarantors (the “Subsidiary Guarantors”), as that term is defined under the indenture to which this Third Supplemental Indenture relates.

W I T N E S S E T H

WHEREAS, prior to the date of this Third Supplemental Indenture, the Issuer, the Subsidiary Guarantors and the Trustee entered into an indenture dated as of August 7, 2013, related to 6.875% senior notes (the “Notes”) issued by the Issuer (such indenture, as supplemented by a First Supplemental Indenture dated as of April 28, 2014, and a Second Supplemental Indenture dated as of June 26, 2014, the “Indenture”);

WHEREAS, Section 5.01(a) of the Indenture permits a merger of the Issuer with and into another entity, provided that the Issuer survives the merger;

WHEREAS, Sections 9.01(1) and 9.01(6) of the Indenture also permit the Issuer, Subsidiary Guarantors and Trustee to amend the Indenture by supplement without the consent of the holders of the Notes in the event of a merger which meets the requirements set forth in the Indenture and to provide for additional rights or benefits to Holders;

WHEREAS, effective as of the date of this Third Supplemental Indenture, the Issuer has merged with Marlin Green Corp., a Delaware corporation which is a wholly owned subsidiary of the Co-Issuer, with the Issuer being the surviving entity;

WHEREAS, the Co-Issuer has agreed to become the co-issuer of the Notes;

WHEREAS, the Issuer and Co-Issuer have satisfied all of the other terms and conditions required to execute and deliver this Supplemental Indenture; and

WHEREAS, all conditions necessary to authorize the execution and delivery by the Issuer and the Co-Issuer of this Third Supplemental Indenture have been satisfied and this Third Supplemental Indenture represents a valid and binding obligation of the Issuer and the Co-Issuer.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, Subsidiary Guarantors, the Co-Issuer and Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.    CO-ISSUER. The Co-Issuer hereby joins the Indenture as an Issuer thereunder and shall have, and may exercise every right and power of, the Issuer under the terms of the Indenture and agrees to be bound by, and to perform, all the obligations of the Issuer jointly and severally with the Issuer under the terms of the Indenture and the Notes with the same effect as though the Co-Issuer were the Issuer named in the Indenture.

2.    FULFILLMENT OF CONDITIONS. The Issuer and Co-Issuer have fulfilled all of the obligations under the Indenture which are required for this Third Supplemental Indenture to be entered into without the consent of the holders of the Notes.

3.    GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4.    COUNTERPARTS. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed

copy is enough to prove this Third Supplemental Indenture. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

5.    EFFECT OF HEADINGS. The Section headings herein are for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

6.    THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein or in respect of Section 2 hereof, all of which recitals and such Section 2 are made solely by the Issuer, Co-Issuer and Subsidiary Guarantors.

7.    RATIFICATION OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of a Note heretofore and hereafter authenticated and delivered shall be bound hereby.

8.    NOTICES. Notices to the Co-Issuer shall be given in accordance with the provisions of Section 11.02 of the Indenture at 700 Northwest 107^th Avenue, Miami, Florida 33172.

9.    Capitalized terms used and not defined in this Third Supplemental Indenture shall have the meanings given such terms in the Indenture.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

WCI COMMUNITIES, INC., as Issuer		LENNAR CORPORATION, as Co-Issuer
By:	/s/ Mark Sustana	By:	/s/ Diane J. Bessette
	Mark Sustana, Vice President		Diane J. Bessette, Vice President
SUBSIDIARY GUARANTORS
WCI COMMUNITIES MANAGEMENT, LLC		SPECTRUM EASTPORT, LLC
		WCI COMMUNITIES RIVINGTON, LLC
By:	WCI COMMUNITIES, INC, its sole member	By:	WCI COMMUNITIES, LLC, their sole member
By:	/s/ Mark Sustana	By:	/s/ Mark Sustana
	Mark Sustana, Vice President		Mark Sustana, Vice President
WCI TOWERS NORTHEAST USA, INC.
WATERMARK REALTY REFERRAL, INC.
WCI REALTY, INC.
WATERMARK REALTY, INC.
By:	/s/ Mark Sustana
	Mark Sustana, Vice President