Attorneys Complete $3.5 Billion LandSource Investment and Refinancing Deal

Press Release
February 27, 2007
Dealmakers:

Steven D. Lear, partner in the Corporate & Securities and Tax Groups at Bilzin Sumberg; Robert M. Siegel, partner in the Corporate & Securities Group; Brian L. Bilzin, partner in the Real Estate and Corporate & Securities Group; Steven W. Simon, of counsel in the Real Estate Group;David T. Schubauer, associate in the Corporate & Securities 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 the closing of an investment and refinancing transaction; the deal adds a new partner to the group
Company: LandSource Communities Development, LLC, owned by Lennar Corporation and LNR Property Corporation
Investor: MW Housing Partners (MWHP) Lenders: Barclays Capital, as sole lead arranger and sole bookrunner, and participating lenders
Transaction Value: Approximately $3.6 to $4.2 billion overall, with $1.55 billion in new financing
Closing Date: February 27, 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 and in a refinancing transaction

Bilzin Sumberg attorney Steven D. Lear spearheaded the negotiations, structuring and documentation in the firm's representation of this very complex deal. Attorney Robert M. Siegel led a team of Bilzin Sumberg attorneys on the $1.55 billion debt financing portion of this transaction.

Our clients are very pleased that this important strategic venture is now firmly in place, said Mr. Lear.

Finalizing the deal was no easy feat, but it has uniquely positioned LandSource to remain very strong in a fluctuating market, he added.

Key Terms of the Transaction

    LandSource has issued to MWHP a 68% ownership interest and a 50% management interest for a contribution of land and cash valued at approximately $970 million LandSource obtained new financing on its properties of $1.55 billion from Barclays Capital as the sole lead arranger and sole bookrunner, with Barclays Bank PLC acting as administrative agent for the credit facilities The financing consisted of a $200 million undrawn five-year Revolving Credit Facility; a $1.106 billion six-year Term Loan B Facility; and a $244 million seven-year Second Lien Term Facility The new financing funded distributions of approximately $700 million to each of Lennar and LNR Lennars and LNRs combined interest in LandSource is 32% Lennar and LNR retain a promote opportunity, allowing them to have a disproportionate share of the entity's future positive net cash flow LandSource assets were valued at approximately $2.6 billion for the transaction, with a potential increase of more than $600 million

About the Company

LandSource is one of the largest and most diversified land development companies in the United States, with assets located in California, Nevada, Arizona, Texas, New Jersey and Florida. 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 Partners

LandSource Communities Development is now a joint venture owned by Lennar Corporation, one of the nations largest homebuilders, LNR Property Corporation, one of the nation's leading real estate investment, finance and management companies, and MWHP, which is co-managed by MacFarlane Partners, one of the leading real estate investment management firms in the United States with $11.7 billion in real estate assets under management.

Also working on the deal were Joanna E. Iglesias, Partner in the Corporate & Securities and Tax Groups; and Edward A. Kalish, Marc J. Sternbaum, of counsel in the Real Estate Group.

Associates from the firm's Real Estate Group who worked on this transaction include Marla I. Berman, Adam D. Lustig, Lori A. Schumacher, and Jeremy H. Segal. Associates from the Corporate & Securities Group who were involved include Serge V. Pavluk and Jeffrey I. Snyder, from the firms Restructuring & Insolvency Group, were involved in the structuring of the deal.

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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