PROSPECTUSInformation contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION, DATED April 27, 2018

Offer to ExchangeProspectus

$3,562,407,000

LENNAR CORPORATION

Series B 4.125% Senior Notes due 2018, including related guarantees,Offers to Exchange

for Series A 4.125% Senior Notes due 2018,

$275,000,000 aggregate principal amount outstanding

The exchange offer and withdrawal rights

will expire at 5:00 p.m., New York City time,

on [—], unless we extend the exchange offer.

We are offeringup to issue our Series B 4.125% Senior Notes due 2018 (“Series B Notes”) in exchange for identical principal amounts of our outstanding Series A 4.125% Senior Notes due 2018 (“Series A Notes”, and together with the Series B Notes “Notes”). The aggregate principal amount at maturity of the Series A Notes, and therefore the$267,708,000 aggregate principal amount of Series Bits 6.625% Senior Notes that would be issued if all the Series A Notes were exchanged, is $275,000,000. The terms of the Series B Notes and the guarantees of those Series B Notes will be identical with the terms of the Series A Notes and the guarantees of those Series A Notes, except that because the issuance of the Series B Notes and the guarantees of those Series B Notes is beingdue 2020 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”)including related guarantees, for any and all of its outstanding unregistered 6.625% Senior Notes due 2020, including related guarantees;

up to $300,000,000 aggregate principal amount of its 2.95% Senior Notes due 2020 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 2.95% Senior Notes due 2020, including related guarantees;

up to $397,610,000 aggregate principal amount of its 8.375% Senior Notes due 2021 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 8.375% Senior Notes due 2021, including related guarantees;

up to $291,965,000 aggregate principal amount of its 6.25% Senior Notes due 2021 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 6.25% Senior Notes due 2021, including related guarantees;

up to $240,805,000 aggregate principal amount of its 5.375% Senior Notes due 2022 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 5.375% Senior Notes due 2022, including related guarantees;

up to $421,441,000 aggregate principal amount of its 5.875% Senior Notes due 2024 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 5.875% Senior Notes due 2024, including related guarantees;

up to $395,535,000 aggregate principal amount of its 5.25% Senior Notes due 2026 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 5.25% Senior Notes due 2026, including related guarantees;

up to $347,343,000 aggregate principal amount of its 5.00% Senior Notes due 2027 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 5.00% Senior Notes due 2027, including related guarantees; and

up to $900,000,000 aggregate principal amount of its 4.75% Senior Notes due 2027 which have been registered under the Securities Act of 1933, including related guarantees, for any and all of its outstanding unregistered 4.75% Senior Notes due 2027, including related guarantees

On November 29, 2017, we issued $300,000,000 aggregate principal amount of unregistered 2.95% Senior Notes due 2020, or the Original 2.95% 2020 Notes, and $900,000,000 aggregate principal amount of unregistered 4.75% Senior Notes due 2027, or the Original 4.75% 2027 Notes, in order to fund a portion of the cash consideration payable by us in connection with our acquisition of CalAtlantic Group, Inc., there are no transfer restrictions with regardor CalAtlantic, to pay expenses related to the Series Bacquisition and for general corporate purposes. The Original 2.95% 2020 Notes and the Original 4.75% 2027 Notes were issued and sold to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act of 1933, or the guarantees of those Series B Notes.

We issuedSecurities Act, andnon-U.S. persons outside the Series A Notes on February 4, 2013United States in a transaction that was exempt from the registration requirements ofaccordance with Regulation S under the Securities Act.    This

On February 20, 2018, in exchange offer is being madefor validly tendered and accepted outstanding notes with the same respective interest rates and maturities issued by CalAtlantic, we issued $267,708,000 aggregate principal amount of unregistered 6.625% Senior Notes due 2020, or the Original 6.625% 2020 Notes, $397,610,000 aggregate principal amount of unregistered 8.375% Senior Notes due 2021, or the Original 8.375% 2021 Notes, $291,965,000 aggregate principal amount of unregistered 6.25% Senior Notes due 2021, or the Original 6.25% 2021 Notes, $240,805,000 aggregate principal amount of unregistered 5.375% Senior Notes due 2022, or the

Original 2022 Notes, $421,441,000 aggregate principal amount of unregistered 5.875% Senior Notes due 2024, or the Original 2024 Notes, $395,535,000 aggregate principal amount of unregistered 5.25% Senior Notes due 2026, or the Original 2026 Notes, and $347,343,000 aggregate principal amount of unregistered 5.00% Senior Notes due 2027, or the Original 5.00% 2027 Notes. Such applicable series of Original Notes were offered for exchange, and were issued, only to “qualified institutional buyers” in accordance with a Registration Rights Agreement datedRule 144A under the Securities Act andnon-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.    

We refer in this prospectus to the Original 6.625% 2020 Notes, the Original 2.95% 2020 Notes, the Original 8.375% 2021 Notes, the Original 6.25% 2021 Notes, the Original 2022 Notes, the Original 2024 Notes, the Original 2026 Notes, the Original 5.00% 2027 Notes and the Original 4.75% 2027 Notes, collectively, as the Original Notes.

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of February 4, 2013 amongtransmittal, up to $267,708,000 aggregate principal amount of new 6.625% Senior Notes due 2020, or the initial purchasersNew 6.625% 2020 Notes, up to $300,000,000 aggregate principal amount of new 2.95% Senior Notes due 2020, or the New 2.95% 2020 Notes, up to $397,610,000 aggregate principal amount of new 8.375% Senior Notes due 2021, or the New 8.375% 2021 Notes, up to $291,965,000 aggregate principal amount of new 6.25% Senior Notes due 2021, or the New 6.25% 2021 Notes, up to $240,805,000 aggregate principal amount of new 5.375% Senior Notes due 2022, or the New 2022 Notes, up to $421,441,000 aggregate principal amount of new 5.875% Senior Notes due 2024, or the New 2024 Notes, up to $395,535,000 aggregate principal amount of new 5.25% Senior Notes due 2026, or the New 2026 Notes, up to $347,343,000 aggregate principal amount of new 5.00% Senior Notes due 2027, or the New 5.00% 2027 Notes, and up to $900,000,000 aggregate principal amount of new 4.75% Senior Notes due 2027, or the New 4.75% 2027 Notes, in each case, including related guarantees, for an equal principal amount of any and all outstanding Original Notes of the Series Aapplicable series, including related guarantees. We refer in this prospectus to the New 6.625% 2020 Notes, the New 2.95% 2020 Notes, the New 8.375% 2021 Notes, the New 6.25% 2021 Notes, the New 2022 Notes, the New 2024 Notes, the New 2026 Notes, the New 5.00% 2027 Notes and us.the New 4.75% 2027 Notes, collectively, as the New Notes. We refer in this prospectus to the Original Notes and the New Notes, collectively, as the Notes. We refer to the offers to exchange, collectively, as the Exchange Offers.

The Series Aterms of each series of New Notes are substantially identical to the terms of the corresponding Original Notes, except that the New Notes will be registered under the Securities Act and the Series Btransfer restrictions and registration rights and related additional interest provisions applicable to the Original Notes when issued,will not apply to the New Notes. The New Notes will be our senior, unsecuredunconditionally and unsubordinated obligationsjointly and rank equally with all of our other senior, unsecured and unsubordinated indebtedness outstanding fromtime-to-time. The Notes areseverally guaranteed by some, but not all, of our direct and indirect wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries. The guarantees by all the subsidiaries that are guaranteeingguarantee the Original Notes. Each series of New Notes will be part of the same corresponding Original Notes and will be issued under the applicable Indenture (as defined herein) pursuant to which the corresponding Original Notes were issued. The New Notes will be exchanged for Original Notes of the corresponding series in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not receive any proceeds from the issuance of New Notes (including related guarantees) in the Exchange Offers.

You may withdraw tenders of Original Notes at any time are or will be full and unconditional and joint and several. The guarantee by any subsidiary may be suspended or released under certain circumstances. See “Descriptionprior to the expiration of the Series B Notes—Exchange Offers.

The Guarantees.” The registration statement ofExchange Offers expire at 5:00 p.m. New York City time on                unless extended, which this prospectus forms a part registerswe refer to as the Series B“Expiration Date.”

We do not intend to list the New Notes as well as their related guarantees.

Before theon any securities exchange offer, there has beenor to seek approval through any automated quotation system, and no active public market for the Series B Notes. We do not currently intendNew Notes is anticipated.

You should consider carefully therisk factors beginning on page 12 of this prospectus before deciding whether to listparticipate in the Series B Notes on aExchange Offers.

Neither the Securities and Exchange Commission nor any state securities exchangecommission has approved or seek approval for quotationdisapproved of the Series BNew Notes on an automated quotation system. Therefore, itor determined if this prospectus is unlikely that an active trading market fortruthful or complete. Any representation to the Series B Notes will develop. We will receive no proceeds from the exchange offer.contrary is a criminal offense.

The date of this prospectus is                , 2018.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. ThatWe will provide this information will be made available withoutto you at no charge to our security holdersupon written or oral request directed to: Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attention: Office of the General Counsel, or upon oral request by calling our Office of the General Counsel at (305) 559-4000, or upon written request addressed559-4000. In order to Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attn: Officereceive timely delivery of any requested documents in advance of the General Counsel. To obtain timely delivery, security holders mustExpiration Date, you should make your request the information no later than                , 2018, which is five full business days before [—], the expiration date of the exchange offer.

The exchange agent for the exchange offer is The Bank of New York Mellon Trust Company, N.A. This prospectus and the accompanying letter of transmittal are being distributed to holders of Series A Notes on or about [—], 2013.

Broker-dealers that receive Series B Notes for their own account in exchange for Series A Notes must acknowledge in the accompanying letter of transmittal or through an agent’s message that they will deliver a prospectus in connection with any resale of the Series B Notes. Broker-dealers that acquired Series A Notes as a result of market-making activities or other trading activities and who receive Series B Notes in exchange for those Series A Notes in the exchange offer may use this prospectus, as it may be supplemented or amended, in connection with the resale of those Series B Notes.Expiration Date.

TABLE OF CONTENTS

This prospectus may only be used where it is legal to make the Exchange Offers and by a broker-dealer for resales of New Notes acquired in the Exchange Offers where it is legal to do so.

ABOUT THIS PROSPECTUSWe have not authorized any person to give you any information or to make any representations about the Exchange Offers other than those contained in this prospectus. If you are given any information or representations that are not discussed in this prospectus, you must not rely on that information or those representations. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates. In addition, this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation. Neither the delivery of the prospectus nor any exchange made pursuant to this prospectus implies that any information set forth in or incorporated by reference in this prospectus is correct as of any date after the date of this prospectus.

Each broker-dealer that receives Series BNew Notes for its own account pursuant to the exchange offerExchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of those Series BNew Notes. The letters of transmittal accompanying this prospectus state that by so acknowledging and by delivering a prospectus, a broker dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented fromtime-to-time, time to time, may be used by a broker-dealer in connection with salesresales of Series BNew Notes received in exchange for Series AOriginal Notes thatwhere the Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting onfor a period of 270 days after the dayExchange Offer registration statement is declared effective, to the exchange offer expiresextent permitted by applicable policies and ending atregulations of the closeSecurities and Exchange Commission (“SEC”), the use of business on the first anniversary of that date, we will make this prospectus as amended or supplemented, availableis permitted by all persons subject to any broker-dealer for use in connectionthe prospectus delivery requirements of the Securities Act with any such resale. In addition, until [—], all dealers effecting transactions inrespect to the Series BNew Notes, may be requiredincluding, to deliver a prospectus.the extent permitted by applicable policies and regulations of the SEC, holders of the New Notes that are broker-dealers. See “Plan of Distribution.”

You should rely only on the information contained or incorporated by referenceReferences in this prospectus to the terms “Lennar,” “we,” “us,” “our” and “Company” refer to Lennar Corporation, a Delaware corporation, and not any of its subsidiaries, unless the context requires otherwise.

i

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act. We file annual, quarterly and current reports and other information with the SEC. You can read and copy any materials that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. You can call the SEC at1-800-SEC-0330 for more information about the operation of the public reference room. Our SEC filings are also available at the SEC’s Internet website at www.sec.gov. In addition, you can read and copy our SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We also make available on our website, www.lennar.com, free of charge, our annual, quarterly and current reports and any applicable prospectus supplement. No person has been authorizedamendments to give anythese reports, as soon as reasonably practicable after we electronically file these documents with, or furnish them to, the SEC. We do not intend for information contained on or accessible through our website to make any representations, other than those contained in this prospectus. If given or made, that information or those representations may not be relied upon as having been authorized by us. This prospectus does not constitute an offer to or solicitationpart of any person in any jurisdiction in which such an offer or solicitation would be unlawful.

You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated into this prospectus by reference is accurate as of any date other than the date ofdocuments that we file with the applicable document. Our business, financial condition, results of operations and prospects may have changed sinceSEC that date.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documentsare incorporated by reference into this prospectus.

INFORMATION WE INCORPORATE BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning mattersinformation in documents we file with it, which means that are not historical facts. These statements are often precededwe can disclose important information to you by or include the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could,” “should” or similar expressions. Forward-looking statements included orreferring you to those documents. The information incorporated by reference intois considered to be a part of this prospectus, include, but are not limitedand information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the following: our beliefextent that alla statement contained in or omitted from this prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of our segments are well positioned,this prospectus.

We incorporate by reference the documents listed below and our expectation thatany future filings we will achieve substantial profits in 2013; our expectation thatmake with the Financial Services segment will beSEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the initial filing of the registration statement of which this prospectus forms a strong profit generator in 2013; our belief that our price increases will continue to outpace costs increases; our intent to settle the 2.75% Convertible Senior Notes in cash; our expectation regarding our variability in our quarterly results; our expectation regarding the growth in the Rialto Investments’ management fees revenue and Rialto’s cash flows; our expectations regarding the renewal or replacement of our warehouse facilities; our belief regarding draws upon our bonds or letters of credit, and our belief regarding the impactpart prior to the Company if there were such a draw; our belief that our operations and borrowing resources will provide for our current and long-term capital requirements at our anticipated levels of activity; our belief regarding the sources and availability of materials and labor to our subcontractors; our belief that we have significant defenses against virtually alleffectiveness of the currently unresolved repurchase demands; our belief regarding credit losses from counterparty non-performance; our belief regarding litigation matters; our estimates regarding certain tax mattersregistration statement and accounting valuations, and our expectations regarding(2) after the result of anticipated settlements with various taxing authorities.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include the following: a delay in the recovery of real estate markets across the nation or in areas in which we build homes; changes in general economic and financial conditions in the U.S. leading to decreased demand for our services and homes, lower profit margins, reduced access to credit by us or by potential buyers of homes we build; competition for home sales from other sellers of new and resale homes; conditions in the capital, credit and financial markets, including mortgage lending standards, the availability of mortgage financing and mortgage foreclosure rates; changes in interest and unemployment rates; changes in the rate of inflation; a decline in the valuedate of the land and home inventories we maintain or possible future write-downsprospectus until the completion of the book valueoffering of our real estate assets; increasessecurities described in operating costs, including costs related to real estate taxes, construction materials, labor and insurance, and our ability to manage our cost structure; the ability of the participants in various joint ventures to honor their commitments; our ability to successfully and timely obtain land-use entitlements and address issues that arise in connection with the use and development of our land; the ability of our Rialto segment to market funds it sponsors and to make investments on terms that are attractive to it; natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage; potential liability under environmental or construction laws, or other laws or regulations affecting our business; our ability to successfully resolve litigation matters; our ability to comply with the terms of our debt instruments; and our ability to correctly estimate the impact of certain accounting and tax matters.this prospectus:

Please see

You may obtain copies of these and other risks and uncertainties which could affect our future results. We undertake no obligation to publicly revise any forward-looking statements to reflect eventsfilings without charge by requesting the filings in writing or circumstances afterby telephone at the datefollowing address.

Lennar Corporation

700 Northwest 107th Avenue

Miami, Florida 33172

Telephone Number: (305)559-4000

Attention: Office of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are required by law to do so.

ii

RISK FACTORS

In this section, we describe risksThe terms of each series of New Notes (including related guarantees) are identical in all material respects to those of the corresponding Original Notes (including related guarantees), except for the transfer restrictions and registrationrights and related additional interest provisions relating to the ownershipOriginal Notes that will not apply to the New Notes. You should carefully consider the risks described below and all of Notes (including Series B Notes)the information contained in and incorporated by reference into this prospectus before making a decision on whether or not to participate in the exchange of Series A Notes for Series B Notes. Investors considering exchanging or acquiring NotesExchange Offers. In addition, you should readcarefully consider, among other things, the description of risks relating to our business includedmatters discussed under “Risk Factors” in Item 1A of our Annual Report on Form10-K for our fiscal year ended November 30, 2012, as amended,2017 and in our subsequentother filings Lennar may make from time to time with the SEC. If any of those risks develop into actual events, the exchange offer oractually occurs, our business, financial condition and results of operations cash flows, strategiescould suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.

Risks Relating to theNon-Exchanging Holders of the Original Notes

The Exchange Offers are expected to result in reduced liquidity for the Original Notes that are not exchanged.

The trading market for each series of Original Notes that are not exchanged could become more limited than the existing trading market for the Original Notes of that series and could cease to exist altogether due to the reduction in the principal amount of such Original Notes outstanding upon consummation of the Exchange Offers. A more limited trading market might adversely affect the liquidity, market price and price volatility of any series of the Original Notes. If a market for any series of Original Notes that are not exchanged exists or properties coulddevelops, such Original Notes may trade at a discount to the price at which they would trade if the principal amount outstanding were not reduced. There can be materiallyno assurance that an active market in any series of the Original Notes will exist, develop or be maintained, or as to the prices at which the Original Notes may trade, whether or not the Exchange Offers are consummated.

Holders of the Original Notes who do not tender their Original Notes will have no further registration rights under the applicable registration rights agreement.

Holders who do not tender their Original Notes, except for limited instances involving the initial purchaser or holders of Original Notes who are not eligible to participate in the Exchange Offers or who do not receive freely transferable New Notes in the Exchange Offers, will not have any further registration rights under the applicable registration rights agreement or otherwise and will not have rights to receive additional interest.

You may not be able to sell your Original Notes if you do not exchange them for corresponding New Notes in the Exchange Offers.

If you do not exchange your Original Notes for corresponding New Notes in the Exchange Offers, your Original Notes will continue to be subject to the restrictions on transfer as stated in the legend on the Original Notes. In general, you may not reoffer, resell or otherwise transfer the Original Notes in the United States unless they are:

The Company does not currently anticipate that it will register the Original Notes under the Securities Act.

Your Original Notes (including related guarantees) will not be accepted for exchange if you fail to follow the Exchange Offer procedures and, as a result, your Original Notes will continue to be subject to existing transfer restrictions and you may not be able to sell your Original Notes.

The Company will not accept your Original Notes (including related guarantees) for exchange if you do not follow the exchange offer procedures. The Company will issue New Notes as part of the Exchange Offers only after a timely receipt of your Original Notes, including an agent’s message and all other required documents. Therefore, if you want to tender your Original Notes, please allow sufficient time to ensure timely delivery. If the Company does not receive your Original Notes, agent’s message and other required documents by the expiration date of the Exchange Offers, we will not accept your Original Notes for exchange. The Company is under no duty to give notification of defects or irregularities with respect to the tenders of Original Notes for exchange. If there are defects or irregularities with respect to your tender of Original Notes, the Company will not accept your Original Notes for exchange.

If you fail to exchange your Original Notes, they will continue to be restricted securities and will likely become less liquid.

Original Notes that you do not tender, or we do not accept, will, following the Exchange Offers, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue New Notes in exchange for Original Notes of the corresponding series pursuant to the Exchange Offers only following the satisfaction of the procedures and conditions set forth in “The Exchange Offers—Procedures for Tendering Original Notes” and “The Exchange Offers—Conditions to the Exchange Offers.” These procedures and conditions include timely receipt by the exchange agent of a confirmation of book-entry transfer of the Original Notes being tendered and an agent’s message from DTC.

Because we anticipate that all or substantially all holders of Original Notes will elect to exchange their Original Notes in these Exchange Offers, we expect that the market for any Original Notes remaining after the completion of the Exchange Offers will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offers will reduce the aggregate principal amount of the Original Notes of the applicable series outstanding. If you do not tender your Original Notes following the Exchange Offers, you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes of each series is likely to be adversely affected.

Risks Relating to the Notes

The Notes are subject to the normal risks applicable to debt securities, including the possibility that the obligor will not be able to make required payments when they are due. In addition, the Notes are subject to the following risks:

Because the New Notes are structurally subordinated to the obligations of ournon-guarantor subsidiaries, your ability to be repaid may be adversely affected to the extent particular subsidiaries are not guaranteeing the New Notes at a time when you become entitled to repayment.

Substantially all of our operating assets are held by our subsidiaries. Unless a subsidiary is guaranteeing the New Notes as described under “Description of the Series BNew Notes—The Guarantees,” holders of any indebtedness or preferred stock of that subsidiary and other creditors of that subsidiary, including trade creditors, will have claims on the assets of that subsidiary that are prior to the claims of the holders of the New Notes. When the Series BNew Notes are issued, some, but not all, of our subsidiaries will be guaranteeing the New Notes, as described under “Description of the Series BNew Notes—The Guarantees.” Accordingly, when the Series BNew Notes are issued, they will be structurally subordinated to the debts,debt, preferred stock and other obligations of some of our subsidiaries. The indenturerespective indentures governing the New Notes doesdo not prohibit any of our subsidiaries from incurring additional liabilities.

As of May 31, 2013,February 28, 2018, our subsidiaries had $783.3 million$1.8 billion of indebtedness, including $667.4 million$1.5 billion of secured indebtedness. Of this amount, $425.7 million$1.3 billion ($334.7941.5 million of secured indebtedness) was indebtedness of subsidiaries that will not be guaranteeing the Series BNew Notes when they are issued.

The fact that the New Notes are unsecured may increase the possibility that you will not be fully repaid if we become insolvent.

The Series A Notes are not, and the Series BNew Notes will not be, and the Original Notes are not, secured by any of our assets or our subsidiaries’ assets. Therefore, the Series BNew Notes will be, and the Original Notes are, in effect, be junior to our secured indebtedness to the extent of the value of the assets securing that indebtedness.

In the event of our bankruptcy, liquidation, reorganization or other winding up, the holders of any secured debt would receive payments from the assets securing that debt before you receive any payments from sales of those assets. There may not be sufficient assets remaining after payment of secured debt to pay all or any of the amounts due on the Notes that are then outstanding. The indenturerespective indentures governing the Notes doesdo not prohibit us from incurring additional senior debt or secured debt, nor does itdo they prohibit any of our subsidiaries from incurring additional liabilities. Under limited circumstances, if we or a Restricted Subsidiary (i.e., an actual or potential guarantor subsidiary)of the Notes) grants a lien securing indebtedness, we or the subsidiary must equally and ratably secure the Series B Notes and, under the indentures relating to our other currently outstanding senior notes, we or the subsidiary must also equally and ratably secure those other senior notes. However, we and our subsidiaries are permitted to incur many types of secured debt without our being required to secure the Notes or our other senior notes. The Series BNew Notes will be, and the Original Notes are, effectively subordinated to that secured debt to the extent of the value of the assets securing it. See “Description of the Series BNew Notes—Certain Covenants.”

As of May 31, 2013, we had no secured debt, butFebruary 28, 2018, our subsidiaries had $667.4 million$1.5 billion of secured debt.indebtedness. Accordingly, as of May 31, 2013,February 28, 2018, the secured debt of our subsidiaries and the unsecured debt of ournon-guarantor subsidiaries totaled $758.3 million.$1.7 billion.

Fraudulent conveyance considerations.Federal and state fraudulent transfer laws may affect the enforceability of the guarantees of the Notes, which could impair your ability to receive payments with regard to the Notes.

Any time the subsidiary guarantees of the Notes are effective (see “Description of the Series B Notes—The Guarantees”),in effect, those guarantees, under fraudulent conveyance laws, might be subordinated to existing or future indebtedness incurred by the guarantor subsidiaries, or might not be enforceable, if a court or a creditor’s representative, such as a bankruptcy trustee, concluded that those subsidiaries received less than fair consideration for the guarantees and:

The measure of insolvency varies depending upon the law of the relevant jurisdiction. Generally, however, a company is considered insolvent if its debts are greater than the fair value of its property, or if the fair saleable value of its assets is less than the amount that would be needed to pay its probable liabilities as its existing debts maturedmature and becamebecome absolute.

The subsidiary guarantees of the Notes contain terms that limit the obligations of individual subsidiaries to amounts that would not render them insolvent, even if they were required to make payments with regard to the Notes. That might avoid subordination of the guarantees under fraudulent conveyance laws in at least some jurisdictions. See “Description of the New Notes—The Guarantees.”

Any guarantees provided by our subsidiaries are subject to possible defenses that may limit your right to receive payment from the guarantors with regard to the Notes.

Although guarantees by many of our wholly-owned (i.e., directly or indirectly 100% owned) subsidiaries, when they are in effect, (see “Description of the Series B Notes—The Guarantees”), provide the holders of the Notes with a direct claim against the assets of the those

guarantors, enforcement of the guarantees against any guarantor would be subject to certain “suretyship” defenses available to guarantors generally. Enforcement could also be subject to other defenses available to the guarantors in certain circumstances. To the extent that the guarantees are not enforceable, you would not be able to assert a claim successfully against the guarantors. See “Description of the New Notes—The Guarantees.”

All of our Existing Lennar Notes contain the same requirement to provide guarantees as the Notes and some of these Existing Lennar Notes will mature prior to certain series of the Notes.

At May 31, 2013,February 28, 2018, we had approximately $4.0$5.4 billion outstanding of our 5.50%outstanding senior notes due 2014, 5.60% senior notes due 2015, 6.50% senior notes due 2016, 4.75% senior notes due 2017, 12.25% senior notes due 2017, comprised of (excluding the Original Notes, the Convertible Senior Notes and the Remaining CalAtlantic Notes) our:

that will rankpari passu with the Series B Notes and contain requirements to provide guarantees on essentially the same terms and conditions as the Series B Notes. SomeCertain of the Existing Lennar Notes have maturity dates prior to or concurrent with the maturity of certain series of the Series B Notes. Accordingly, we will be, or may be required to repay or refinance thosesome or all of such Existing Lennar Notes before the applicable series of Notes mature. In addition, certain of the Remaining CalAtlantic Notes (representing approximately $152 million in aggregate principal amount of indebtedness as of February 28, 2018) have maturity dates prior to the maturity of certain of the Notes. See “Other Indebtedness.”

The guarantees of the Notes may be suspended or released.

The principal reason our Restricted Subsidiaries are guaranteeingwill guarantee the New Notes, and guarantee the Original Notes, is so holders of the Notes will have rights at least as great with regard to ourthose subsidiaries as any other holders of a material amount of unsecured senior debt of Lennar Corporation as a separate entity. Therefore, the guarantee of the Notes by a Restricted Subsidiary will be in effect only while that Restricted Subsidiary directly or indirectly guarantees a material amount of the debt of Lennar Corporation, as a separate entity, to others. At present, most of our homebuilding subsidiaries and some of our other subsidiaries are guaranteeing our obligations under our principal credit facility (see “Other Indebtedness”) and therefore are guaranteeing the Existing Lennar Notes and the Existing Notes.Original Notes, and will be guaranteeing the New Notes when they are issued.

OurThe subsidiaries that guarantee the New Notes when they are issued may not be guaranteeing Lennar Corporation debt at all times when Notes are outstanding. The guarantee of the Notes by aany Restricted Subsidiary will be suspended if at any time, and for so long as, that Restricted Subsidiary does not directly or indirectly guarantee at least $75 million principal amount of Lennar’sLennar Corporation’s debt (other than the Existing Lennar Notes, the Notes and any other indebtedness that contains similar guarantee suspension provisions). Therefore, if a Restricted Subsidiary ceases to guarantee directly or indirectly at least $75 million of Lennar’sLennar

Corporation’s debt obligations, that Restricted Subsidiary’s guarantee of the Notes will be suspended until such time, if any, as it is again directly or indirectly guaranteeing at least $75 million of Lennar’sLennar Corporation’s debt obligations. If our Restricted Subsidiaries guarantee Lennar Corporation revolving credit lines totaling at least $75 million, we will treat the guarantees of the Notes as remaining in effect even during periods when our borrowings under the revolving credit lines are less than $75 million.

Under the circumstances described under “Description of Series Bthe New Notes—The Guarantees,” a guarantor may be released entirely from its obligations to guarantee the Notes and the Existing Lennar Notes.

We may not be able to raise the funds necessary to finance the Change of Control Offers required by the indentures governing our senior notes, which would violate the terms of the senior notes.

Upon a Change of Control Triggering Event with respect to us, we will be required to make an offer to repurchase all the outstanding Notes at a price in cash equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest to, but not including, the repurchase date. Whenever we are required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Lennar Notes and any other senior notes with similar provisions, and we may not have sufficient funds to repurchase the Notes, the Existing Lennar Notes and such other senior notes for cash at that time. In addition, our ability to repurchase the Notes, the Existing Lennar Notes or other of our senior notes for cash may be limited by law or the terms of agreements relating to other of our indebtedness that is outstanding at the time. The failure to make a required repurchase of a series of Notes would result in a default with respect to such series of Notes under the applicable indenture governing the Notes. A default under such indenture, or our failure to purchase Existing Lennar Notes or other senior notes after a Change of Control, would also be a default under other debt securities we have issued and such default or the Change of Control itself could cause other borrowings we have incurred to become due. If the repayment of a substantial amount of indebtedness were to be accelerated, we might not have sufficient funds to repay the indebtedness and repurchase the Notes, the Existing Lennar Notes and any other senior notes containing similar provisions. See “Description of the New Notes—Change of Control Offer.”

We may incur substantially more debt or take other actions which would intensify the risks discussed above.

We and our subsidiaries have the right to incur additional debt in the future, subject to any restrictions contained in any of our debt instruments relating to indebtedness other than the Notes, some or all of which could be secured debt. We arewill not be restricted under the terms of the applicable indenture governing the Notes from incurring additional unsecured debt (there are restrictions on the secured debt we can incur without equally and ratably securing the Notes and our other senior notes), recapitalizing our debt or taking a number of other actions that could have the effect of diminishing our ability to make payments on the Notes when they are due.

Some significant restructuring transactions may not constitute a Change of Control Triggering Event,Events, in which case we would not be obligated to offer to repurchase the Notes.

If a fundamental changeChange of Control Triggering Event occurs with respect to us, you will have the right to require us to repurchase your Notes. However, the fundamental change provisions relating to a Change of Control Triggering Event will not afford protection to holders of Notes in the event of some transactions that could adversely affect the Series B Notes. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental changeChange of Control Triggering Events requiring us to offer to repurchase the Notes. In the event of any such transaction, the holders of the Notes would not have the right to require us to repurchase their Notes, even though each of those transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of Notes.

There currently is no public market for the Series B Notes, so you may be unable to sell the Series Byour Notes.

The Series BNew Notes are new securities for which there is currently no public trading market. Consequently, the Series BNew Notes may be relatively illiquid, and you may be unable to sell your Series BNew Notes. We do not intend to list the Series B

Notes on any securities exchange or to include the Series B Notes in any automated quotation system. We have been informed by the initial purchasers that (1) they have been making a market in the Series A Notes and (2) they intend to make a market in the Series B Notes, and cease making a market in the Series A Notes, after the exchange offer is completed. However, the initial purchasers may cease their market making at any time without notice. Further, those market making activities will be subject to limits imposed by the U.S. federal securities laws. In addition, the liquidity of the trading market in the Series Bany series of Notes, and the market price quoted for the Series Bsuch series of Notes, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active trading market will develop for the Series Bany series of Notes. If any of the Series B Notes are traded after their initial issuance, they may trade at a discount from their initial offering price and you may be unable to resell your Series B Notes or may be able to sell them only at a substantial discount. Future trading prices of the Series B Notes will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects.

AnyAn adverse change in the rating of thea series of Notes maycould cause their trading price to fall.

The Series A Notes are not rated and it is not expected that the Series B Notes will be rated. However, ifIf a rating service were to rate thethat rates a series of Notes and subsequently, if that rating service were to lower its rating on thesuch series of Notes below the rating it initially assigns to the Notesthem, or were to announce its intention to put thesuch series of Notes on credit watch, the trading price of the Series Bsuch series of Notes could decline.

The Notes are not protected by restrictive covenants.

The indentureindentures governing the Notes doesdo not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The indenture containsindentures contain no covenants or other provisions to afford protection to holders of the Notes in the event of a fundamental change or other corporate transaction involving us except to the extent described under “Certain Covenants—Mergers and Consolidations” and “Description of the Series B Notes—Consolidation, Merger or Sale of Assets” or “Description of the Series BNew Notes—Change of Control Offer.”

WeSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents incorporated herein by reference, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained or incorporated by reference herein may include opinions or beliefs regarding market conditions and similar matters. In many instances those opinions and beliefs are based upon general observations by members of our management, anecdotal evidence and our experience in the conduct of our businesses, without specific investigation or analyses. Therefore, while they reflect our view of the industries and markets in which we are involved, they should not be ableviewed as reflecting verifiable views or views that are necessarily shared by all who are involved in those industries or markets. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “will” or other words of similar meaning.

These forward-looking statements reflect our current views about future events and are subject to raiserisks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the funds necessaryfuture affect our actual results and could cause actual results to financediffer significantly from what is anticipated by our forward-looking statements. The most important factors that could cause actual results to differ materially from those anticipated by our forward-looking statements include, but are not limited to: our inability to acquire land at anticipated prices; increases in operating costs, including costs related to real estate taxes, construction materials, labor and insurance; unfavorable outcomes in legal proceedings; our inability to realize all of the changeanticipated synergy benefits from the Merger; a downturn in the market for residential real estate; changes in general economic and financial conditions that reduce demand for our products and services, lower our profit margins or reduce our access to credit; the possibility that we will incur nonrecurring costs that affect earnings in one or more reporting periods; decreased demand for our Lennar Multifamily rental units or difficulty selling our rental properties; the possibility that the Tax Cuts and Jobs Act will have more negative than positive impact on us; the possibility that the benefit from our increasing use of control offer requiredtechnology will not justify its cost; increased competition for home sales from other sellers of new and resale homes; negative effects of increasing mortgage interest rates; our inability to reduce the ratio of our homebuilding debt to our total capital net of cash; a decline in the value of our land inventories and resulting write-downs of the carrying value of our real estate assets; the failure of the participants in various joint ventures to honor their commitments; difficulty obtainingland-use entitlements or construction financing; natural disasters and other unforeseen events for which our insurance does not provide adequate coverage; the inability of Rialto to sell mortgages it originates into securitizations on favorable terms; new laws or regulatory changes that adversely affect the profitability of our businesses; our inability to refinance our debt on terms that are acceptable to us; and changes in accounting conventions that adversely affect our reported earnings.

The list of risks above is not exhaustive. New risk factors emerge from time to time and it is not possible for management to predict all risks that might affect our business or the New Notes. Nothing in this prospectus is intended to give assurance regarding our future results or achievements. You should not place undue reliance on the forward-looking statements contained or incorporated in this prospectus, which speaks only as of its date.

Please see our Form10-K for the fiscal year ended November 30, 2017 and other filings with the SEC for a further discussion of these and other risks and uncertainties which could affect our future results. We undertake no obligation, other than those imposed by securities laws, to publicly revise any forward-looking statements to reflect events or circumstances after the indenture governingdate of those statements or to reflect the occurrence of anticipated or unanticipated events.

USE OF PROCEEDS

The New Notes which would violate(including related guarantees) are being offered to satisfy our obligations under the applicable registration rights agreement entered into at the times we issued the applicable series of Original Notes (including related guarantees). We will not receive any cash proceeds from the issuance of the New Notes (including related guarantees). The terms of the Notes.

Upon a ChangeNew Notes (including related guarantees) are identical in all material respects to the form and terms of Control Triggering Event,the Original Notes (including related guarantees), except for the transfer restrictions and registration rights and related additional interest provisions relating to the Original Notes. In consideration for issuing the New Notes as contemplated in this prospectus, we will be required to makereceive, in exchange, an offer to repurchase all the outstanding Notes at a price in cash equal to 101% of the principal amount of the Original Notes. The Original Notes plus any accrued and unpaid interest to, but not including,surrendered in exchange for the repurchase date. To the extent that we are required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event, we will have a similar obligation with regard to the Existing Notes and any other senior notes with similar provisions, and we may not have sufficient funds to repurchase the Notes, the Existing Notes and such other senior notes for cash at that time. In addition, our ability to repurchase the Notes or other of our senior notes for cash may be limited by law or the terms of agreements relating to other of our indebtedness that is outstanding at the time. The failure to make a required repurchase of the Notes would result in a default under the indenture governing the Notes. A default under the indenture, or the Change of Control itself, could also lead to a default under the other debt securities we have issued or could cause borrowings we have incurred to become due. If the repayment of a substantial amount of indebtedness were to be accelerated after any applicable notice or grace period, we might not have sufficient funds to repay the indebtedness and repurchase the Notes, the Existing Notes or other senior notes containing similar provisions. See “Description of Series B Notes—Change of Control Offer.”

There could be negative consequences to you if you do not exchange your Series A Notes for Series B Notes.

Holders who fail to exchange their Series A Notes for Series BNew Notes will continue to be subject to restrictions on transfer of the Series A Notes. Any Series A Notes tenderedretired and exchanged in the exchange offer will reduce the aggregate principal amount of Series A Notes outstanding. Because we anticipate that most holders will elect to exchange the Series A Notes for Series B Notes due to the absence of restrictions on the resale of Series B Notes under the Securities Act, we anticipate that the market for Series A Notes that remain outstanding after the consummation of the exchange offer, if any, willcannot be substantially limited. As a result of making the exchange offer, we will have fulfilled our obligations under the Registration Rights Agreement relating to the Series A Notes. Following the consummation of the exchange offer, holders who did not tender their Series A Notes generally will not have any further registration rights under the Registration Rights Agreement, and the Series A Notes that are not exchanged will continue to be subject to restrictions on transfer.

RATIO OF EARNINGS TO FIXED CHARGES