Partner Leads Team to Complete $3.5 Billion Investment and Refinancing Deal

Press Release
January 2, 2007

LandSource Welcomes New Investor to Group

Dealmakers: Steven D. Lear, Partner in the Corporate & Securities and Tax Groups at Bilzin Sumberg; Brian L. Bilzin, Partner in the Real Estate and Corporate & Securities Group; Robert M. Siegel, Partner in the Corporate & Securities and Restructuring & Bankruptcy Groups; Steven W. Simon, Of Counsel in the Real Estate Group; Stephen M. Rubin, Associate in the Corporate & Securities and Technology & Telecommunications Groups; Marla K. Brock, Associate in the Corporate & Securities and Technology & Telecommunications Groups; David T. Schubauer, Associate in the Corporate & Securities Group; and T. Kendall Sparkman, senior paralegal in the Real Estate Group

(a list of other participating Bilzin Sumberg attorneys can be found at the end of this press release)

Transaction: Representation of a joint venture in an investment and refinancing transaction; the deal will add a new partner to the group

Company: LandSource Communities Development, LLC, owned by Lennar Corporation and LNR Property Corporation

Investor: MW Housing Partners (MWHP)

Transaction Value: Approximately $3.5 billion

Effective Date: December 28, 2006

Expected Closing Date: February 15, 2007

Details: Bilzin Sumberg Baena Price & Axelrod LLP, a Miami-based law firm, represented the company, a South Florida and California-based entity with nationwide operations, in this venture between the company and a new partner.

Bilzin Sumberg attorney Steven D. Lear spearheaded the negotiations, structuring and documentation in the firm's representation of the very complex deal, with Stephen Rubin as the senior associate involved in the matter. Robert Siegel worked on the financing commitment, while Steven Simon assisted with specific real estate aspects and led a team of attorneys in performing real estate due diligence, which involved the review of hundreds of documents.

The size and complexity of this deal was simply enormous, and involved dozens of entities with numerous parcels of real estate in California, Arizona, Nevada and New Jersey, said Mr. Lear.

The tax and accounting issues involved in such a large transaction added to the complexity of the deal. With the help of a very dedicated team of attorneys who bring valuable expertise to the table, we were able to ensure that the needs and goals of all the parties were met. We also completed the negotiations and documentation in less than three months -- no easy feat for an deal of this magnitude, he added.

Key Financial Terms of the Transaction

    LandSource will issue to MWHP a 62% ownership interest and a 50% management interest for a contribution of land and cash valued at approximately $900 million LandSource will obtain new financing on its properties of approximately $1.3 billion The new financing, combined with existing cash generated from operations, will fund distributions of approximately $660 million to each of Lennar and LNR Following the refinancing, Lennars and LNRs combined interest in LandSource will decrease to 38% LandSource will issue options to Lennar to purchase the contributed property The transaction will add MWHP to LandSource as a member The valuation of LandSource for the purpose of this transaction could be adjusted upwards by up to $660 million The transaction is subject to the completion of financing, certain closing conditions and regulatory approvals and adjustments

About the Company

 LandSource Communities Development is a 50/50 joint venture between Lennar Corporation, one of the nations largest homebuilders, and LNR Property Corporation, one of the nations leading real estate investment, finance and management companies. LandSource owns interests in numerous commercial and residential properties and in 2003 acquired The Newhall Land and Farming Company, which owns 15,000 acres of land near Los Angeles.

About the Investor

 MWHP is a joint venture co-managed by MacFarlane Partners, and is jointly investing alongside the California Public Employees Retirement System (CalPERS).

MacFarlane Partners is one of the leading real estate investment management firms in the United States with $11.7 billion in real estate assets under management. CalPERS is the nations largest public pension fund with more than $220 billion in assets.

Additional Bilzin Sumberg Attorneys in the Representation of LandSource

Also working on the deal were Joanna E. Iglesias, Partner in the Corporate & Securities and Tax Groups; Barry J. Stein, Partner in the Corporate & Securities Group; and Edward A. Kalish, Marc J. Sternbaum and Jeffrey Watkin, all Of Counsel in the Real Estate Group.

Associates from the firms Real Estate Group who worked on this transaction include Marla I. Berman, Mary Margaret Langton (also a member of the Tax Group), Adam D. Lustig, Lori A. Schumacher, Jeremy H. Segal and Ira Teicher. Associates from the Corporate & Securities Group who were involved include Diane Lourdes Dick, Antonio J. Martinez (also a member of the Technology & Telecommunications Group), Serge V. Pavluk and Jordan B. Taylor. James C. Moon and Jeffrey I. Snyder, from the firms Restructuring & Bankruptcy Group, were involved in the structuring of the deal, as well as Cristin A. Burke and Charles B. Shields, Jr. from the Tax Group.

About Bilzin Sumberg 

Bilzin Sumberg is a commercial law firm based in Florida. The Firm’s core practices include Business Finance & Restructuring, Corporate, Environmental, International, Land Development & Government Relations, Litigation, Real Estate, and Tax. For more information, please visit bilzin.com.

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