> l \pThe Free Software Foundation B=PF0*8X@"1 Helvetica1Courier1Courier New1Courier New1 Helvetica$#,##0_);($#,##0)$#,##0_);[Red]($#,##0)$#,##0.00_);($#,##0.00)$#,##0.00_);[Red]($#,##0.00)-**_($* #,##0_);_($* (#,##0);_($* "-"_);_(@_)*)'_(* #,##0_);_(* (#,##0);_(* "-"_);_(@_)5,2_($* #,##0.00_);_($* (#,##0.00);_($* "-"??_);_(@_)2+/_(* #,##0.00_);_(* (#,##0.00);_(* "-"??_);_(@_)2$#,##0.00;[Red]$#,##0.003$#,##0.00;[Red]($#,##0.00)4$#,##0;[Red]($#,##00)50.00%;[Red](0.00%)60%;[Red](0%)7#,##0.00;[Red](#,##0.00)8#,##0;[Red](#,##0) + ) , * Ј ~~ ؈ ~~#؈ ~~"؈ ~~ ؈ ~~4"܈ ~~8"܈ ~~8#܈ ~~9"܈ ~~7#܈ ~~4#܈ ~~"؈ ~~83ffff̙̙3f3fff3f3f33333f33&Approximate date of commencemen&0CALCULATION OF REGISTRATION FEE&$PThe registrant hereby amends th&The registrant hereby amend (1)&֮The registrant hereby amend (2)&_The registrant hereby amend (3)&The registrant hereby amend (4)&:The registrant hereby amend (5)gUSE OF PROCEEDS&,RATIO OF EARNINGS TO FIXED CHAR&zINFORMATION NOT REQUIRED IN PRO&INFORMATION NOT REQUIRED IN (1)&INFORMATION NOT REQUIRED IN (2)3Schedule II&mZStatement of Computation of Rat&WExact name of trustee as specif&Exact name of obligor as specif&BExact name of obligor as sp (1)&'Exact name of obligor as sp (2)&"Exact name of obligor as sp (3)&LExact name of obligor as sp (4)&vExact name of obligor as sp (5)&Exact name of obligor as sp (6)&nExact name of obligor as sp (7)&Title of the indenture securitiE EXHIBIT 7;#
EXHIBIT 7 (1)&FExact name of trustee as sp (1)&]Exact name of obligor as sp (8)&Exact name of obligor as sp (9)&Exact name of obligor as s (10)&Exact name of obligor as s (11)&Exact name of obligor as s (12)&b1Exact name of obligor as s (13)&[Exact name of obligor as s (14)&Exact name of obligor as s (15)&'Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)&7Exact name of trustee as sp (2)&Exact name of obligor as s (16)&"CExact name of obligor as s (17)&mExact name of obligor as s (18)&bExact name of obligor as s (19)&mExact name of obligor as s (20)&Exact name of obligor as s (21)&Exact name of obligor as s (22)&N@Exact name of obligor as s (23)&^Title of the indenture secu (2)%v
EXHIBIT 7 (4)
EXHIBIT 7 (5)&Exact name of trustee as sp (3)&Exact name of obligor as s (24)&Exact name of obligor as s (25)&u'Exact name of obligor as s (26)&QExact name of obligor as s (27)&{Exact name of obligor as s (28)&>Exact name of obligor as s (29)&mExact name of obligor as s (30)&Exact name of obligor as s (31)& Title of the indenture secu (3)0
EXHIBIT 7 (6)R
EXHIBIT 7 (7)&v Exact name of trustee as sp (4)&f Exact name of obligor as s (32)& Exact name of obligor as s (33)& Exact name of obligor as s (34)&>
Exact name of obligor as s (35)&I6
Exact name of obligor as s (36)&`
Exact name of obligor as s (37)&ۊ
Exact name of obligor as s (38)&*
Exact name of obligor as s (39)&q
Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)&0Exact name of trustee as sp (5)&FExact name of obligor as s (40)&lrExact name of obligor as s (41)&QExact name of obligor as s (42)&Exact name of obligor as s (43)&Exact name of obligor as s (44)&Exact name of obligor as s (45)&IEExact name of obligor as s (46)&oExact name of obligor as s (47)&ߍTitle of the indenture secu (5)oEXHIBIT 7 (10)`EXHIBIT 7 (11)&Exact name of trustee as sp (6)&@
Exact name of obligor as s (48)&,
Exact name of obligor as s (49)&V
Exact name of obligor as s (50)&
Exact name of obligor as s (51)&#
Exact name of obligor as s (52)&
Exact name of obligor as s (53)&
Exact name of obligor as s (54)&*Exact name of obligor as s (55)&KHTitle of the indenture secu (6)_EXHIBIT 7 (12)́EXHIBIT 7 (13)&YExact name of trustee as sp (7)&Exact name of obligor as s (56)&DExact name of obligor as s (57)&)Exact name of obligor as s (58)&;Exact name of obligor as s (59)&eExact name of obligor as s (60)&Exact name of obligor as s (61)&!Exact name of obligor as s (62)&pExact name of obligor as s (63)&Title of the indenture secu (7)GEXHIBIT 7 (14)8<EXHIBIT 7 (15)"_THE BANK OF NEW YORK MELLON&wTHE BANK OF NEW YORK MELLON (1)&THE BANK OF NEW YORK MELLON (2)&`THE BANK OF NEW YORK MELLON (3)&CTHE BANK OF NEW YORK MELLON (4)&&THE BANK OF NEW YORK MELLON (5)& THE BANK OF NEW YORK MELLON (6)&THE BANK OF NEW YORK MELLON (7)&THE BANK OF NEW YORK MELLON (8)
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U}$ }8}$ }}$ }$
CalAtlantic Group, Inc.S-4
04/27/2018kcApproximate date of commencement of proposed sale of the securities to the public: As soon as pract Large accelerated filer ? Accelerated filer ?
Non-accelerated filer7/? (Do not check if a smaller reporting company)!Smaller reporting company ?
Emerging growth company
?$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*\h=1%Ge5=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }}$ }0}$ }
!
CalAtlantic Group, Inc.S-4
04/27/2018'CALCULATION OF REGISTRATION FEE
Title of each class of
Amount
Proposed
Proposed
Amount of#securities to be registered
to bemaximummaximumregistration fee
registeredoffering price aggregate
per unit(1)
offering price(1)$6.625% Senior Notes due 2020~
?100%~
?~
#2.95% Senior Notes due 2020~
G100%~
G~
G$8.375% Senior Notes due 2021~
B0^100%~
B0^~
~#6.25% Senior Notes due 2021~
"!E100%~
"!E~
7$5.375% Senior Notes due 2022~
"i9100%~
"i9~
r$5.875% Senior Notes due 2024~
zd100%~
zd~
3#5.25% Senior Notes due 2026~
bM^100%~
bM^~
r#5.00% Senior Notes due 2027~
b"R100%~
b"R~
#4.75% Senior Notes due 2027tA100%tA~
/'Guarantees of the Notes listed above by ? ? ?~
,$direct and indirect subsidiaries (2)
TotalA100%A~
$____________________________1)Created by Morningstar Document Research.Dlui]D%#oK)E9-! 0 (http://documentresearch.morningstar.com/H=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }'}$ }m)
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CalAtlantic Group, Inc.S-4
04/27/2018jbThe registrant hereby amends this registration statement on such date or dates as may be necessary! Name of Co-Registrant (1) ( Jurisdiction of Incorporation or * "I.R.S. Employer Identification No.
Organization308 Furman, Ltd.
TX
01-0757175360 Developers, LLC
FL
03-0469008
Ann Arundel Farms, Ltd.
TX
76-0594649!Aquaterra Utilities, Inc.
FL
59-3674555Asbury Woods L.L.C.
IL
36-4491586Astoria Options, LLC
DE
26-3838861&Autumn Creek Development, Ltd.
TX
76-0566381
Aylon, LLC
DE
74-3135055Bainebridge 249, LLC
FL
45-5434000&Bay Colony Expansion 369, Ltd.
TX
01-0634897*"Bay River Colony Development, Ltd.
TX
20-3461912#BB Investment Holdings, LLC
NVNoneBCI Properties, LLC
NVNoneBellagio Lennar, LLC
FL
46-0560657%Belle Meade LEN Holdings, LLC
FL
27-1137331!Belle Meade Partners, LLC
FL
20-3287566!Black Mountain Ranch, LLC
CA
05-0574025
BPH I, LLC
NV
36-4805238!Bramalea California, Inc.
CA
95-3426206Bressi Gardenlane, LLC
DE
47-0876961Builders LP, Inc.
DE
43-1981685Dl>2&GdI5s W5! !"#$%&'()*+,-./0123456789:;<=>? CalAtlantic Group, Inc.
DE
82-3291238*!"CalAtlantic Homes of Arizona, Inc.!
!DE!!
86-0927144*""CalAtlantic Homes of Georgia, Inc."
"DE""
82-3201584*#"CalAtlantic Homes of Indiana, Inc.#
#DE##
59-2367217($ CalAtlantic Homes of Texas, Inc.$
$DE$$
20-4356880-%%CalAtlantic Homes of Washington, Inc.%
%DE%%
82-1659080&CalAtlantic Title, Inc.&
&MD&&
52-1640103'Cambria L.L.C.'
'IL''
36-4343919(Cary Woods, LLC(
(IL((
36-4511011$)Casa Marina Development, LLC)
)FL))
55-0817596&*Caswell Acquisition Group, LLC*
*DE**None+Cherrytree II LLC+
+MD++
75-2988548,CL Ventures, LLC,
,FL,,
11-3728443-Coco Palm 82, LLC-
-FL--
35-2473155.Colonial Heritage LLC.
.VA..
20-0646289/Concord Station, LLP/
/FL//
20-09864580Coventry L.L.C.0
0IL00
36-4511106"1CP Red Oak Management, LLC1
1TX11None!2CP Red Oak Partners, Ltd.2
2TX22
20-10640263 CPFE, LLC3
3MD33
45-5433728"4Creekside Crossing, L.L.C.4
4IL44
43-2052256(5 Danville Tassajara Partners, LLC5
5DE55
20-14612546Darcy-Joliet L.L.C.6
6IL66
20-12904317DBJ Holdings, LLC7
7NV77None$8DTC Holdings of Florida, LLC8
8FL88
45-21181199Durrell 33, LLC9
9NJ99
46-2498666:Estates Seven, LLC:
:DE::
52-2274380;EV, LLC;
;MD;;None<Evergreen Village LLC<
<DE<<
59-3801488=Faria Preserve, LLC=
=DE==
30-0884474>F&R Florida Homes, LLC>
>FL>>
27-2136138)?!F&R QVI Home Investments USA, LLC?
?DE??
20-8024189D?l7c/e
WH4qc c@ABCDEFGHIJ.@&Fidelity Guaranty and Acceptance Corp.@
@DE@@
76-0168225AFLORDADE LLCA
AFLAA
38-3832923!BFox-Maple Associates, LLCB
BNJBB
43-1997377,C$Friendswood Development Company, LLCC
CTXCC
74-2859478DGarco Investments, LLCD
DFLDD
65-1151300$EGreystone Construction, Inc.E
EAZEE
86-0864245FG$H____________________________1I)Created by Morningstar Document Research.0J(http://documentresearch.morningstar.com/>qo=PF0*8X>
@JJIIHH
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }U}$ }
G
CalAtlantic Group, Inc.S-4
04/27/2018jbThe registrant hereby amends this registration statement on such date or dates as may be necessary' Greystone Homes of Nevada, Inc.
DE
88-0412604
Greystone Nevada, LLC
DE
88-0412611Greywall Club L.L.C.
IL
20-1083688Hammocks Lennar LLC
FL
47-2295202
Harveston, LLC
DE
02-0613649Haverton L.L.C.
IL
30-0057181HCC Investors, LLC
DE
33-0770138Heathcote Commons LLC
VA
20-1178932( Heritage of Auburn Hills, L.L.C.
MI
38-3395118$Hewitts Landing Trustee, LLC
MA
27-2909649+#Home Buyer?s Advantage Realty, Inc.
TX
76-0573246Homecraft Corporation
TX
76-0334090HTC Golf Club, LLC
CO
26-0312522Inactive Companies, LLC
FL
26-2094631Independence L.L.C.
VA
76-0651137#Isles at Bayshore Club, LLC
FL
27-2304291( Kendall Hammocks Commercial, LLC
FL
30-0771295&Lagoon Valley Residential, LLC
CA
20-2636836#Lakelands at Easton, L.L.C.
MD
03-0501970$LB/L-Duc III Antioch 330 LLC
DENoneLCD Asante, LLC
DE
26-1131090Legends Club, LLC
FL
48-1259544Legends Golf Club, LLC
FL
59-3691814D)l>2&wc
\3kW&e !"#$%&'()*+,-./0123456789:;<=>? LEN - Belle Meade, LLC
FL
27-1077754!LEN - Palm Vista, LLC!
!FL!!
27-1077269"LEN Paradise Cable, LLC"
"FL""
27-2559480##LEN Paradise Operating, LLC#
#FL##
27-2559369$Len Paradise, LLC$
$FL$$
27-0950511%LEN-CG South, LLC%
%FL%%
45-4599963&
Lencraft, LLC&
&MD&&
20-1749015'LenFive, LLC'
'DE''
47-5614749(LenFive Opco GP, LLC(
(DE((
82-2601900)LenFive Sub, LLC)
)DE))
37-1796755 *LenFive Sub Opco GP, LLC*
*DE**
82-2600774+LenFive Sub II, LLC+
+DE++
81-1803170,LenFive Sub III, LLC,
,DE,,
37-1824677-LENH I, LLC-
-FL--
56-2349820.Len-Hawks Point, LLC.
.FL..
45-4049841/Lennar Aircraft I, LLC/
/DE//
20-2424732)0!Lennar Arizona Construction, Inc.0
0AZ00
20-53357121Lennar Arizona, Inc.1
1AZ11
20-5335505,2$Lennar Associates Management Holding2
2FL22
31-18063573Company)4!Lennar Associates Management, LLC4
4DE44
52-22572935Lennar Avenue One, LLC5
5DE55
46-14404946Lennar Bridges, LLC6
6CA66
33-0843355,7$Lennar Buffington Colorado Crossing,7
7TX77
20-20023418L.P.-9%Lennar Buffington Zachary Scott, L.P.9
9TX99
20-1577414:Lennar Carolinas, LLC:
:DE::
20-3150607 ;Lennar Central Park, LLC;
;DE;;
20-1087322)<!Lennar Central Region Sweep, Inc.<
<NV<<
65-1111068"=Lennar Central Texas, L.P.=
=TX==
20-5336543>Lennar Chicago, Inc.>
>IL>>
36-3971759$?Lennar Colorado Minerals LLC?
?CO??NoneD
lE*|(t]
PE~nDy@ABCDEF@Lennar Colorado, LLC@
@CO@@
20-0451796,A$Lennar Communities Development, Inc.A
ADEAA
86-0262130BC$D____________________________1E)Created by Morningstar Document Research.0F(http://documentresearch.morningstar.com/x8, =PF0*8X>
@FFEEDD
l G^
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U}$ }
G
CalAtlantic Group, Inc.S-4
04/27/2018jbThe registrant hereby amends this registration statement on such date or dates as may be necessary& Lennar Communities Nevada, LLC
NV
20-3035653,
$Lennar Communities of Chicago L.L.C.
IL
20-2036535 Lennar Communities, Inc.
CA
33-0855007!Lennar Construction, Inc.
AZ
86-0972186
Lennar Courts, LLC
FL
46-3122365Lennar Developers, Inc.
FL
48-1259540*"Lennar Family of Builders GP, Inc.
DE
43-19816915-Lennar Family of Builders Limited Partnership
DE
43-1981697Lennar Flamingo, LLC
FL
46-3111056Lennar Fresno, Inc.
CA
33-1008718Lennar Gardens, LLC
FL
27-4501329Lennar Georgia, Inc.
GA
20-8892316'Lennar Greer Ranch Venture, LLC
CA
33-0888370#Lennar Heritage Fields, LLC
CA
27-3194383$Lennar Hingham Holdings, LLC
DE
20-2866090Lennar Hingham JV, LLC
DE
20-2866001!Lennar Homes Holding, LLC
DE
16-1641233Lennar Homes NJ, LLC
DE
45-2921631%Lennar Homes of Arizona, Inc.
AZ
65-0163412( Lennar Homes of California, Inc.
CA
93-1223261&Lennar Homes of Tennessee, LLC
DE
32-04072374,Lennar Homes of Texas Land and Construction,
TX
75-2792018Ltd.D;l>2&xK(WE{X/ !"#$%&'()*+,-./0123456789:;<=>?2 *Lennar Homes of Texas Sales and Marketing,
TX
75-2792019!Ltd."Lennar Homes, LLC"
"FL""
59-07115054#,Lennar Imperial Holdings Limited Partnership#
#DE##
20-2552367)$!Lennar International Holding, LLC$
$DE$$
46-1347038!%Lennar International, LLC%
%DE%%
61-1697090&Lennar Layton, LLC&
&DE&&
26-3797850'Lennar Lytle, LLC'
'DE''
20-2374724(Lennar Mare Island, LLC(
(CA((
33-0789053$)Lennar Marina A Funding, LLC)
)DE))
27-0762082-*%Lennar Massachusetts Properties, Inc.*
*DE**
20-2681100+Lennar Middletown, LLC+
+NJ++
45-5441987+,#Lennar Multifamily Communities, LLC,
,DE,,
45-2701002*-"Lennar New Jersey Properties, Inc.-
-DE--
20-2681142.Lennar New York, LLC.
.NY..
20-3160452'/Lennar Northeast Properties LLC/
/NJ//
20-4874094)0!Lennar Northeast Properties, Inc.0
0NV00
20-25522881Lennar Northwest, Inc.1
1DE11
45-2978961-2%Lennar Pacific Properties Management,2
2DE22
30-01398783Inc.'4Lennar Pacific Properties, Inc.4
4DE44
88-04126075Lennar Pacific, Inc.5
5DE55
88-0412608"6Lennar PI Acquisition, LLC6
6NJ66
26-1531638+7#Lennar PI Property Acquisition, LLC7
7NJ77
26-1531376*8"Lennar PIS Management Company, LLC8
8DE88
26-32189849Lennar Point, LLC9
9NJ99
46-0534484':Lennar Port Imperial South, LLC:
:DE::
20-2552353;Lennar Realty, Inc.;
;FL;;
76-0683361<Lennar Reno, LLC<
<NV<<
22-3895412#=Lennar Rialto Investment LP=
=DE==
27-14378794>,Lennar Riverside West Urban Renewal Company,>
>NJ>>
20-2562043?L.L.C.Dl~%H4q;uGc:w]@ABCDEF"@Lennar Riverside West, LLC@
@DE@@
20-2552385ALennar Sacramento, Inc.A
ACAAA
33-0794993BC$D____________________________1E)Created by Morningstar Document Research.0F(http://documentresearch.morningstar.com/x?3'=PF0*8X>
@FFEEDD
l F
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }U}$ }
F
CalAtlantic Group, Inc.S-4
04/27/2018jbThe registrant hereby amends this registration statement on such date or dates as may be necessary Lennar Sales Corp.
CA
95-4716082&
Lennar Southwest Holding Corp.
NV
91-1933536&Lennar Spencer?s Crossing, LLC
DE
20-2906597$Lennar Texas Holding Company
TX
75-2788257"
Lennar Trading Company, LP
TX
72-1574089Lennar Ventures, LLC
FL
26-3103505Lennar West Valley, LLC
CA
20-1342854Lennar.com Inc.
FL
65-0980149&Lennar/LNR Camino Palomar, LLC
CA
90-0159727%Lennar-Lantana Boatyard, Inc.
FL
56-2321100LEN-Ryan 1, LLC
FLNoneLen-Verandahs, LLP
FL
20-3021304LH Eastwind, LLC
FL
20-0097714'LH-EH Layton Lakes Estates, LLC
AZ
04-3741040LHI Renaissance, LLC
FL
02-0680656LMC Construction, LLC
DE
36-4747722( LMC Malden Station Investor, LLC
DE
30-0754847LMI Contractors, LLC
DE
80-0838150( LMI Glencoe Dallas Investor, LLC
DE
61-1706871+#LMI Lakes West Covina Investor, LLC
DE
32-0414007$LMI Las Colinas Station, LLC
DE
32-0395213$LMI Naperville Investor, LLC
DE
37-1709704&LMI Park Central Investor, LLC
DE
35-2471697DSl>2&T7zjO.[ !"#$%&'()*+,-./0123456789:;<=>? LMI-JC Developer, LLC
DE
38-3875832!LMI-JC, LLC!
!DE!!
90-0843143"LMI-West Seattle, LLC"
"DE""
37-1699874#LNC at Meadowbrook, LLC#
#IL##
36-0026164$LNC at Ravenna, LLC$
$IL$$
41-2088272%LNC Communities I, Inc.%
%CO%%
84-1317557&LNC Communities II, LLC&
&CO&&
84-1317558!'LNC Communities III, Inc.'
'CO''
84-1361682(LNC Communities IV, LLC(
(CO((
84-1512061)LNC Communities V, LLC)
)CO))
84-1513989*LNC Communities VI, LLC*
*CO**
84-1556776 +LNC Communities VII, LLC+
+CO++
84-1534329!,LNC Communities VIII, LLC,
,CO,,
84-1553326%-LNC Pennsylvania Realty, Inc.-
-PA--
23-2991585#.Long Beach Development, LLC.
.TX..
26-2321011'/Lori Gardens Associates II, LLC/
/NJ//
20-1944492(0 Lori Gardens Associates III, LLC0
0NJ00
20-1944674'1Lori Gardens Associates, L.L.C.1
1NJ11
76-06646972Lorton Station, LLC2
2VA22
76-06944993LW D?Andrea, LLC3
3DE33
20-44895344Madrona Ridge L.L.C.4
4IL44
20-02785845Madrona Village L.L.C.5
5IL55
36-4343916#6Madrona Village Mews L.L.C.6
6IL66
36-00262667Majestic Woods, LLC7
7NJ77
74-3001871"8Mid-County Utilities, Inc.8
8MD88
76-0610395%9Mission Viejo 12S Venture, LP9
9CA99
33-0615197$:Mission Viejo Holdings, Inc.:
:CA::
33-0785862;NC Properties I, LLC;
;DE;;
27-3443043<NC Properties II, LLC<
<DE<<
27-3443142-=%North American Asset Development, LLC=
=CA==
68-0239180*>"North American Title Company, Inc.>
>CA>>
94-2900247?Northbridge L.L.C.?
?IL??
36-4511102DlP9{]=u?0oM0@ABCDE(@ Northeastern Properties LP, Inc.@
@NV@@
20-2552328AB$C____________________________1D)Created by Morningstar Document Research.0E(http://documentresearch.morningstar.com/dX=PF0*8X>
@EEDDCC
l F)8:
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }$4}$ }U}$ }
F
CalAtlantic Group, Inc.S-4
04/27/2018jbThe registrant hereby amends this registration statement on such date or dates as may be necessary" OHC/Ascot Belle Meade, LLC
FL
20-3276553
One SR, L.P.
TX
75-3030507,$Palm Gardens At Doral Clubhouse, LLC
FL
26-0801736"Palm Gardens at Doral, LLC
FL
20-3959088
Palm Vista Preserve, LLC
FL
83-0426521PD-Len Boca Raton, LLC
DE
20-8734358"PG Properties Holding, LLC
NC
26-4059800( Pioneer Meadows Development, LLC
NV
20-0939113( Pioneer Meadows Investments, LLC
NV
20-0939094
POMAC, LLC
MD
11-3708149Prestonfield L.L.C.
IL
36-4511103Providence Lakes, LLP
FL
20-1744772
PT Metro, LLC
DE
45-4508755"Raintree Village II L.L.C.
IL
20-2118282Raintree Village L.L.C.
IL
20-0090390!Renaissance Joint Venture
FL
20-0035665'Reserve @ Pleasant Grove II LLC
NJ
90-0527127$Reserve @ Pleasant Grove LLC
NJ
90-0527123"Reserve at River Park, LLC
NJ
72-1537694&Reserve at South Harrison, LLC
NJ
76-0682273Rivendell Joint Venture
FL
65-0843443Rivenhome Corporation
FL
76-0569346RMV, LLC
MDNoneD0l>2&|(Z:j`JV !"#$%&'()*+,-./0123456789:;<=>?& Rutenberg Homes of Texas, Inc.
TX
76-0215995!Rutenberg Homes, Inc.!
!FL!!
76-0340291"Rye Hill Company, LLC"
"NY""
20-0809495(# Ryland Homes of California, Inc.#
#DE##
95-2635472 $Ryland Homes Nevada, LLC$
$DE$$
81-0600913'%S. Florida Construction II, LLC%
%FL%%
72-1567303(& S. Florida Construction III, LLC&
&FL&&
72-1567302$'S. Florida Construction, LLC'
'FL''
71-0949799(San Lucia, LLC(
(FL((
20-4372714")Savannah Development, Ltd.)
)TX))
76-0654193&*Savell Gulley Development, LLC*
*TX**
26-2592101+Scarsdale, LTD.+
+TX++
27-0080619$,Schulz Ranch Developers, LLC,
,DE,,
20-4092311-Seminole/70th, LLC-
-FL--
56-2529886#.Siena at Old Orchard L.L.C..
.IL..
20-1476765/South Development, LLC/
/FL//
20-25815670Southbank Holding, LLC0
0FL00
45-2420546(1 Spanish Springs Development, LLC1
1NV11
76-06722772Spectrum Eastport, LLC2
2DE22
11-36983083SPIC Del Sur, LLC3
3DE33
61-16944444SPIC Dublin, LLC4
4DE44
61-1763029 5Standard Pacific 1, Inc.5
5DE55
20-4356066)6!Standard Pacific Investment Corp.6
6DE66
26-2204627*7"Standard Pacific of Colorado, Inc.7
7DE77
94-3361834#8Standard Pacific of Florida8
8FL88
26-4786185,9$Standard Pacific of Florida GP, Inc.9
9DE99
20-4356126+:#Standard Pacific of Las Vegas, Inc.:
:DE::
20-2834287/;'Standard Pacific of Orange County, Inc.;
;DE;;None!<Standard Pacific of Tampa<
<FL<<
81-05792763=+Standard Pacific of South Florida GP, Inc.,=
=DE==
27-0019247.>&Standard Pacific of the Carolinas, LLC>
>DE>>
59-3483072/?'St. Charles Active Adult Community, LLC?
?MD??
20-1659598Dl=xI-pO+tSFr@ABCDE"@St. Charles Community, LLC@
@DE@@
82-2955101AB$C____________________________1D)Created by Morningstar Document Research.0E(http://documentresearch.morningstar.com/d^=PF0*8X>
@EEDDCC
l CHX]frg
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U}$ }
C
CalAtlantic Group, Inc.S-4
04/27/2018jbThe registrant hereby amends this registration statement on such date or dates as may be necessary Stoney Corporation
FL
59-3374931
Stoney Holdings, LLC
FL
27-5428554#Stoneybrook Clubhouse, Inc.
FL
76-0555539!Stoneybrook Joint Venture
FL
59-3386329
Strategic Holdings, Inc.
NV
91-1770357#Strategic Technologies, LLC
FL
65-0523605"Summerfield Venture L.L.C.
IL
20-0753624Summerwood, LLC
MD
27-0045425#SunStreet Energy Group, LLC
DE
90-0889251TCO QVI, LLC
DE
45-3568663Temecula Valley, LLC
DE
43-1971997Terra Division, LLC
MNNoneThe Baywinds Land Trust
FL
11-65918485-The Bridges at Rancho Santa Fe Sales Company,
CA
33-0886703Inc.1)The Bridges Club at Rancho Santa Fe, Inc.
CA
33-0867612%The LNC Northeast Group, Inc.
DE
54-1774997*"The Preserve at Coconut Creek, LLC
FL
20-3287825The Ryland Corporation
CA
95-4868582%Treasure Island Holdings, LLC
DE
38-3984534Treviso Holding, LLC
FL
45-1961704U.S. Home Corporation
DE
52-2227619-%U.S. Home of Arizona Construction Co.
AZ
74-2402824D
l>2&(d?1!+\= !"#$%&'()*+,-./0123456789:;<=>? U.S. Home Realty, Inc.
TX
76-0136964!U.S.H. Los Prados, Inc.!
!NV!!
88-0232393"U.S.H. Realty, Inc."
"MD""
74-2765031#USH - Flag, LLC#
#FL##
26-3984776$USH Equity Corporation$
$NV$$
76-0450341%USH LEE, LLC%
%FL%%
27-5368263&USH Woodbridge, Inc.&
&TX&&
76-0561576&'UST Lennar Collateral Sub, LLC'
'DE''
35-2560088!(UST Lennar GP PIS 10, LLC(
(DE((
26-3219799 )UST Lennar GP PIS 7, LLC)
)DE))
26-3219172,*$UST Lennar HW Scala SF Joint Venture*
*DE**
26-3262077+Valencia at Doral, LLC+
+FL++
20-3959040 ,Vineyard Point 2009, LLC,
,CA,,
26-4562548-Watermark Realty, Inc.-
-DE--
65-0619884'.Watermark Realty Referral, Inc..
.FL..
59-3227694/WCI Communities, Inc./
/DE//
27-04720980WCI Communities, LLC0
0DE00
27-0601855'1WCI Communities Management, LLC1
1DE11
27-0601636&2WCI Communities Rivington, LLC2
2DE22
27-36993863WCI Realty, Inc.3
3FL33
59-3408628&4WCI Towers Northeast USA, Inc.4
4DE44
20-16569445WCP, LLC5
5SC55
51-0461143-6%West Chocolate Bayou Development, LLC6
6TX66
26-23208677West Lake Village, LLC7
7NJ77
23-2861558#8West Seattle Project X, LLC8
8DE88
35-24609359West Van Buren L.L.C.9
9IL99
36-4347398:Westchase, Inc.:
:NV::
91-1954138";Willowbrook Investors, LLC;
;NJ;;
76-0687252/<'Woodbridge Multifamily Developer I, LLC<
<DE<<
45-2921413=Wright Farm, L.L.C.=
=VA==
76-0629136>?D
lC3\2mM)lN&@AB$@____________________________1A)Created by Morningstar Document Research.0B(http://documentresearch.morningstar.com/
(=PF0*8X>
@BBAA@@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }7}$ }U}$
,
CalAtlantic Group, Inc.S-4
04/27/2018USE OF PROCEEDS1 )WHERE YOU CAN FIND ADDITIONAL INFORMATION
ii
/'INFORMATION WE INCORPORATE BY REFERENCE
ii
SUMMARY
~
THE EXCHANGE OFFERS~
THE NEW NOTES~
RISK FACTORS~
2.&SPECIAL NOTE REGARDING FORWARD-LOOKING~
J
STATEMENTSUSE OF PROCEEDS~
NTHE EXCHANGE OFFERS~
R$DESCRIPTION OF THE NEW NOTES~
r6.CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS~
D,lym1M5o$F0bJ !"#$%&'()*+$ CERTAIN ERISA CONSIDERATIONS ~
!!"PLAN OF DISTRIBUTION""~
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LEGAL MATTERS$$~
$$%%&EXPERTS&&~
&&'($)____________________________1*)Created by Morningstar Document Research.0+(http://documentresearch.morningstar.com/<$|pd<=PF0*8X>
@++**))
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }}$ }}
$ }}$ }}$ }}$ }}$
CalAtlantic Group, Inc.S-4
04/27/2018*"RATIO OF EARNINGS TO FIXED CHARGES
Three Months Ended Years Ended November 30,
February 28, 2018
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$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/&@~rfZ.G;/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }}$ }=
CalAtlantic Group, Inc.S-4
04/27/2018.&INFORMATION NOT REQUIRED IN PROSPECTUS Number Description
@80Certificate of Amendment to Restated Certificate/'of Incorporation of Lennar Corporation,
.
&dated February 12, 2018 - Incorporated4,by reference to Exhibit 3.1 of the Company?s*"Form 8-K, dated February 12, 2018. @-%Restated Certificate of Incorporation,$of Lennar Corporation, dated January/'14, 2015 - Incorporated by reference to2*Exhibit 3.1 of the Company?s Annual Report;3on Form 10-K for the fiscal year ended November 30,~
zffffff
@/'Bylaws of Lennar Corporation as amended0(effective October 3, 2013 - Incorporated4,by reference to Exhibit 3.6 of the Company?s4,Current Report on Form 8-K, dated October 4,~
vffffff@1)Indenture, dated as of November 29, 2017,80among Lennar Corporation, each of the guarantorsD lznbV2@`Hf2F !"#$%&'()*+,-./0123456789:;<=>? 3 +identified therein and The Bank of New York!!/!'Mellon, as trustee, governing the 2.95%""2"*Senior Notes due 2020 and the 4.75% Senior##3#+Notes due 2027 (including the form of 2.95%$$3$+Senior Notes due 2020 and the form of 4.75%%%0%(Senior Notes due 2027) - Incorporated by&&1&)reference to Exhibit 4.1 of the Company?s''6'.Current Report on Form 8-K, dated November 29,((~
())* 4.2.*1*)Indenture, dated as of February 20, 2018,++8+0among Lennar Corporation, each of the guarantors,,3,+identified therein and The Bank of New York--0-(Mellon, as trustee, governing the 6.625%..2.*Senior Notes due 2020 (including the forms//7//of 6.625% Senior Notes due 2020) - Incorporated0040,by reference to Exhibit 4.2 of the Company?s1161.Current Report on Form 8-K, dated February 16,22~
2334333333@414)Indenture, dated as of February 20, 2018,55850among Lennar Corporation, each of the guarantors6636+identified therein and The Bank of New York7707(Mellon, as trustee, governing the 8.375%8818)Senior Notes due 2021 (including the form9979/of 8.375% Senior Notes due 2021) - Incorporated::4:,by reference to Exhibit 4.3 of the Company?s;;6;.Current Report on Form 8-K, dated February 16,<<~
<==>@>1>)Indenture, dated as of February 20, 2018,??8?0among Lennar Corporation, each of the guarantorsD[lfz.iQ[n;L\
@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_@@3@+identified therein and The Bank of New YorkAA/A'Mellon, as trustee, governing the 6.25%BB1B)Senior Notes due 2021 (including the formCC6C.of 6.25% Senior Notes due 2021) - IncorporatedDD4D,by reference to Exhibit 4.4 of the Company?sEE6E.Current Report on Form 8-K, dated February 16,FF~
FGGH@H1H)Indenture, dated as of February 20, 2018,II8I0among Lennar Corporation, each of the guarantorsJJ3J+identified therein and The Bank of New YorkKK0K(Mellon, as trustee, governing the 5.375%LL1L)Senior Notes due 2022 (including the formMM7M/of 5.375% Senior Notes due 2022) - IncorporatedNN4N,by reference to Exhibit 4.5 of the Company?sOO6O.Current Report on Form 8-K, dated February 16,PP~
PQQRffffff@R1R)Indenture, dated as of February 20, 2018,SS8S0among Lennar Corporation, each of the guarantorsTT3T+identified therein and The Bank of New YorkUU0U(Mellon, as trustee, governing the 5.875%VV1V)Senior Notes due 2024 (including the formWW7W/of 5.875% Senior Notes due 2024) - IncorporatedXX4X,by reference to Exhibit 4.6 of the Company?sYY6Y.Current Report on Form 8-K, dated February 16,ZZ~
Z[[\@\1\)Indenture, dated as of February 20, 2018,]]8]0among Lennar Corporation, each of the guarantors^^3^+identified therein and The Bank of New York__/_'Mellon, as trustee, governing the 5.25%D^lfw%@Xc=%~/C{c`abcdefghijklmnopqrstuvwxyz{|}~``1`)Senior Notes due 2026 (including the formaa6a.of 5.25% Senior Notes due 2026) - Incorporatedbb4b,by reference to Exhibit 4.7 of the Company?scc6c.Current Report on Form 8-K, dated February 16,dd~
deef333333@f1f)Indenture, dated as of February 20, 2018,gg8g0among Lennar Corporation, each of the guarantorshh3h+identified therein and The Bank of New Yorkii/i'Mellon, as trustee, governing the 5.00%jj1j)Senior Notes due 2027 (including the formkk6k.of 5.00% Senior Notes due 2027) - Incorporatedll4l,by reference to Exhibit 4.8 of the Company?smm6m.Current Report on Form 8-K, dated February 16,nn~
noop@p,p$Registration Rights Agreement, datedqq:q2as of November 29, 2017, among Lennar Corporation,rr2r*each of the guarantors identified therein,ss/s'Citigroup Global Markets Inc., Deutschett1t)Bank Securities Inc., Goldman Sachs & Co.uu2u*LLC, Merrill Lynch, Pierce, Fenner & Smithvv0v(Incorporated, Mizuho Securities USA LLC,ww0w(RBC Capital Markets, LLC and Wells Fargoxx3x+Securities, LLC ? Incorporated by referenceyy/y'to Exhibit 4.2 of the Company?s Currentzz4z,Report on Form 8-K, dated November 29, 2017.{{{|}$~____________________________1)Created by Morningstar Document Research.D
la.@Qs7QgC7+0(http://documentresearch.morningstar.com/H=PF0*8X>
@~~
l tU
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }}$ }7
t
CalAtlantic Group, Inc.S-4
04/27/2018.&INFORMATION NOT REQUIRED IN PROSPECTUS Number Description
ffffff@,$Registration Rights Agreement, dated1)as of February 20, 2018, among the Lennar
6
.Corporation, each of the guarantors identified/'therein, Citigroup Global Markets Inc.,.&Deutsche Bank Securities Inc., Merrill3+Lynch, Pierce, Fenner & Smith Incorporated,.&Mizuho Securities USA LLC, RBC Capital0(Markets, LLC and Wells Fargo Securities,2*LLC - Incorporated by reference to Exhibit3+4.9 of the Company?s Current Report on Form%8-K, dated February 16, 2018.ffffff@/'Opinion of Willkie Farr & Gallagher LLP
(counsel).333333(@1)Calculation of Ratio of Earnings to FixedCharges.7@)!Consent of Deloitte & Touche LLP.3333337@%Consent of Ernst & Young LLP.DlznbV2Jc~07 rZ !"#$%&'()*+,-./0123456789:;<=>? !L7@!/!'Consent of Willkie Farr & Gallagher LLP""""(included in Exhibit 5.1).##$8@$1$)Power of Attorney (including on signature%%%pages hereto).&&'9@'.'&Statement of Eligibility of Trustee on((3(+Form T-1 of The Bank of New York Mellon, as)).)&trustee with respect to the Indenture,**4*,dated as of November 29, 2017 and identified++2+*as Exhibit 4.1, governing the 2.95% Senior,,1,)Notes due 2020 and the 4.75% Senior Notes--- due 2027.../3333339@/./&Statement of Eligibility of Trustee on0030+Form T-1 of The Bank of New York Mellon, as11.1&trustee with respect to the Indenture,2242,dated as of February 20, 2018 and identified3333+as Exhibit 4.2, governing the 6.625% Senior444Notes due 2020.556L9@6.6&Statement of Eligibility of Trustee on7737+Form T-1 of The Bank of New York Mellon, as88.8&trustee with respect to the Indenture,9949,dated as of February 20, 2018 and identified::3:+as Exhibit 4.3, governing the 8.375% Senior;;;Notes due 2021.<<=ffffff9@=.=&Statement of Eligibility of Trustee on>>3>+Form T-1 of The Bank of New York Mellon, as??.?&trustee with respect to the Indenture,D
lYATk;Rh0@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_@@4@,dated as of February 20, 2018 and identifiedAA2A*as Exhibit 4.4, governing the 6.25% SeniorBBBNotes due 2021.CCD9@D.D&Statement of Eligibility of Trustee onEE3E+Form T-1 of The Bank of New York Mellon, asFF.F&trustee with respect to the Indenture,GG4G,dated as of February 20, 2018 and identifiedHH3H+as Exhibit 4.5, governing the 5.375% SeniorIIINotes due 2022.JJK9@K.K&Statement of Eligibility of Trustee onLL3L+Form T-1 of The Bank of New York Mellon, asMM.M&trustee with respect to the Indenture,NN4N,dated as of February 20, 2018 and identifiedOO3O+as Exhibit 4.6, governing the 5.875% SeniorPPPNotes due 2024.QQR333339@R.R&Statement of Eligibility of Trustee onSS3S+Form T-1 of The Bank of New York Mellon, asTT.T&trustee with respect to the Indenture,UU4U,dated as of February 20, 2018 and identifiedVV2V*as Exhibit 4.7, governing the 5.25% SeniorWWWNotes due 2026.XXY9@Y.Y&Statement of Eligibility of Trustee onZZ3Z+Form T-1 of The Bank of New York Mellon, as[[.[&trustee with respect to the Indenture,\\4\,dated as of February 20, 2018 and identified]]2]*as Exhibit 4.8, governing the 5.00% Senior^^^Notes due 2027.__D
lb/x.\D[q!8Of`abcdefghijklmnopqrs`fffffX@`2`*Form of Letter of Transmittal with respectaa2a*to the Indenture, dated as of November 29,bb0b(2017 and identified as Exhibit 4.1, withcc3c+respect to the 2.95% Senior Notes due 2020.ddeX@e2e*Form of Letter of Transmittal with respectff2f*to the Indenture, dated as of November 29,gg0g(2017 and identified as Exhibit 4.1, withhh3h+respect to the 4.75% Senior Notes due 2027.iij33333X@j2j*Form of Letter of Transmittal with respectkk2k*to the Indenture, dated as of February 20,ll0l(2018 and identified as Exhibit 4.2, withmm.m&respect to the 6.625% Senior Notes duenn~
nop$q____________________________1r)Created by Morningstar Document Research.0s(http://documentresearch.morningstar.com/,A|^W nVh=PF0*8X>
@ssrrqq
l 1M-2
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }}$ }U5
1
CalAtlantic Group, Inc.S-4
04/27/2018.&INFORMATION NOT REQUIRED IN PROSPECTUS Number Description
X@2*Form of Letter of Transmittal with respect2*to the Indenture, dated as of February 20,
0
(2018 and identified as Exhibit 4.3, with4,respect to the 8.375% Senior Notes due 2021.X@2*Form of Letter of Transmittal with respect2*to the Indenture, dated as of February 20,0(2018 and identified as Exhibit 4.4, with3+respect to the 6.25% Senior Notes due 2021.fffffX@2*Form of Letter of Transmittal with respect2*to the Indenture, dated as of February 20,0(2018 and identified as Exhibit 4.5, with4,respect to the 5.375% Senior Notes due 2022.X@2*Form of Letter of Transmittal with respect2*to the Indenture, dated as of February 20,0(2018 and identified as Exhibit 4.6, with4,respect to the 5.875% Senior Notes due 2024.33333X@2*Form of Letter of Transmittal with respectDF lznbV2C;R:LB !"#$%&'()*+,-./0 2 *to the Indenture, dated as of February 20,!!0!(2018 and identified as Exhibit 4.7, with""3"+respect to the 5.25% Senior Notes due 2026.##$X@$2$*Form of Letter of Transmittal with respect%%2%*to the Indenture, dated as of February 20,&&0&(2018 and identified as Exhibit 4.8, with''3'+respect to the 5.00% Senior Notes due 2027.(()fffffX@)")Form of Letter to Clients.**+ףp=
X@+#+Form of Letter to Nominees.,-$.____________________________1/)Created by Morningstar Document Research.00(http://documentresearch.morningstar.com/&@f]fN =PF0*8X>
@00//..
l :OY
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }$}$ }I"}$ }1
:
CalAtlantic Group, Inc.S-4
04/27/2018Schedule II~
$ 6.625% Senior Notes due 2020 1 )Indenture, dated as of February 20, 2018,
/
'among the Company, the Guarantors named0(therein and The Bank of New York Mellon,
as trustee
~
#2.95% Senior Notes due 20201)Indenture, dated as of November 29, 2017,/'among the Company, the Guarantors named0(therein and The Bank of New York Mellon,
as trustee~
$8.375% Senior Notes due 20211)Indenture, dated as of February 20, 2018,/'among the Company, the Guarantors named0(therein and The Bank of New York Mellon,
as trustee~
#6.25% Senior Notes due 20211)Indenture, dated as of February 20, 2018,/'among the Company, the Guarantors named0(therein and The Bank of New York Mellon,
as trustee~
$5.375% Senior Notes due 20221)Indenture, dated as of February 20, 2018,/'among the Company, the Guarantors named0(therein and The Bank of New York Mellon,Dcl}q5O8K>5g !"#$%&'()*+,-./0123456789
as trustee!!!~
""$"5.875% Senior Notes due 2024"1")Indenture, dated as of February 20, 2018,####/#'among the Company, the Guarantors named$$$$0$(therein and The Bank of New York Mellon,%%%%%
as trustee&&&~
''#'5.25% Senior Notes due 2026'1')Indenture, dated as of February 20, 2018,((((/('among the Company, the Guarantors named))))0)(therein and The Bank of New York Mellon,*****
as trustee+++~
,",#,5.00% Senior Notes due 2027,1,)Indenture, dated as of February 20, 2018,----/-'among the Company, the Guarantors named....0.(therein and The Bank of New York Mellon,/////
as trustee000~
1&1#14.75% Senior Notes due 2027111)Indenture, dated as of November 29, 2017,2222/2'among the Company, the Guarantors named333303(therein and The Bank of New York Mellon,44444
as trustee56$7____________________________18)Created by Morningstar Document Research.09(http://documentresearch.morningstar.com/8 L`S/J|3=PF0*8X>
@998877
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }1}$ }
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CalAtlantic Group, Inc.S-4
04/27/2018F>Statement of Computation of Ratio of Earnings to Fixed Charges
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0}$ }
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of trustee as specified in its charter) New York
13-5160382&
(Jurisdiction of incorporation
(I.R.S. employer$if not a U.S. national bank)identification no.)*
"225 Liberty Street, New York, N.Y.
~
0((Address of principal executive offices)
(Zip code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|maUI%J2|T=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }}$ }a
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CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Name of Co-Registrant Jurisdiction of I.R.S. Employer
Incorporation or
Identification No.Organization308 Furman, Ltd.
Texas
01-0757175
360 Developers, LLC
Florida
03-0469008Ann Arundel Farms, Ltd.
Texas
76-0594649!Aquaterra Utilities, Inc.Florida
59-3674555Asbury Woods L.L.C.Illinois
36-4491586Astoria Options, LLCDelaware
26-3838861&Autumn Creek Development, Ltd.
Texas
76-0566381
Aylon, LLCDelaware
74-3135055Bainebridge 249, LLCFlorida
45-5434000&Bay Colony Expansion 369, Ltd.
Texas
01-0634897*"Bay River Colony Development, Ltd.
Texas
20-3461912#BB Investment Holdings, LLCNevadaNoneBCI Properties, LLCNevadaNoneBellagio Lennar, LLCFlorida
46-0560657%Belle Meade LEN Holdings, LLCFlorida
27-1137331!Belle Meade Partners, LLCFlorida
20-3287566!Black Mountain Ranch, LLC
California
05-0574025
BPH I, LLCNevada
36-4805238!Bramalea California, Inc.
California
95-3426206Bressi Gardenlane, LLCDelaware
47-0876961D%lmaUI
@U,a ?qM~( !"#$%&'()*+,-./0123456789:;<=> Builders LP, Inc. Delaware
43-1981685!CalAtlantic Group, Inc.!!Delaware!!
82-3291238*""CalAtlantic Homes of Arizona, Inc.""Delaware""
86-0927144*#"CalAtlantic Homes of Georgia, Inc.##Delaware##
82-3201584*$"CalAtlantic Homes of Indiana, Inc.$$Delaware$$
59-2367217(% CalAtlantic Homes of Texas, Inc.%%Delaware%%
20-4356880-&%CalAtlantic Homes of Washington, Inc.&&Delaware&&
82-1659080'CalAtlantic Title, Inc.''Maryland''
52-1640103(Cambria L.L.C.((Illinois((
36-4343919)Cary Woods, LLC))Illinois))
36-4511011$*Casa Marina Development, LLC**Florida**
55-0817596&+Caswell Acquisition Group, LLC++Delaware++None,Cherrytree II LLC,,Maryland,,
75-2988548-CL Ventures, LLC--Florida--
11-3728443.Coco Palm 82, LLC..Florida..
35-2473155/Colonial Heritage LLC//Virginia//
20-06462890Concord Station, LLP00Florida00
20-09864581Coventry L.L.C.11Illinois11
36-4511106"2CP Red Oak Management, LLC2
2Texas22None!3CP Red Oak Partners, Ltd.3
3Texas33
20-10640264 CPFE, LLC44Maryland44
45-5433728"5Creekside Crossing, L.L.C.55Illinois55
43-2052256(6 Danville Tassajara Partners, LLC66Delaware66
20-14612547Darcy-Joliet L.L.C.77Illinois77
20-12904318DBJ Holdings, LLC88Nevada88None$9DTC Holdings of Florida, LLC99Florida99
45-2118119:;$<____________________________1=)Created by Morningstar Document Research.0>(http://documentresearch.morningstar.com/BC
X<\~Jb@ a;=PF0*8X>
@>>==<<
l ;
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }m}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Durrell 33, LLC
New Jersey
46-2498666
Estates Seven, LLC
Delaware
52-2274380EV, LLCMarylandNoneEvergreen Village LLCDelaware
59-3801488
Faria Preserve, LLC
Delaware
30-0884474F&R Florida Homes, LLCFlorida
27-2136138)!F&R QVI Home Investments USA, LLCDelaware
20-8024189.&Fidelity Guaranty and Acceptance Corp.Delaware
76-0168225FLORDADE LLCFlorida
38-3832923!Fox-Maple Associates, LLC
New Jersey
43-1997377,$Friendswood Development Company, LLC
Texas
74-2859478Garco Investments, LLCFlorida
65-1151300$Greystone Construction, Inc.Arizona
86-0864245'Greystone Homes of Nevada, Inc.Delaware
88-0412604Greystone Nevada, LLCDelaware
88-0412611Greywall Club L.L.C.Illinois
20-1083688Hammocks Lennar LLCFlorida
47-2295202Harveston, LLCDelaware
02-0613649Haverton L.L.C.Illinois
30-0057181HCC Investors, LLCDelaware
33-0770138Heathcote Commons LLCVirginia
20-1178932( Heritage of Auburn Hills, L.L.C.Michigan
38-3395118$Hewitts Landing Trustee, LLC
Massachusetts
27-2909649DslmaUI
N;i3a(f
M !"#$%&'()*+,-./0123456789:+ #Home Buyer?s Advantage Realty, Inc.
Texas
76-0573246!Homecraft Corporation!
!Texas!!
76-0334090"HTC Golf Club, LLC""Colorado""
26-0312522#Inactive Companies, LLC##Florida##
26-2094631$Independence L.L.C.$$Virginia$$
76-0651137#%Isles at Bayshore Club, LLC%%Florida%%
27-2304291(& Kendall Hammocks Commercial, LLC&&Florida&&
30-0771295&'Lagoon Valley Residential, LLC''
California''
20-2636836#(Lakelands at Easton, L.L.C.((Maryland((
03-0501970$)LB/L-Duc III Antioch 330 LLC))Delaware))None*LCD Asante, LLC**Delaware**
26-1131090+Legends Club, LLC++Florida++
48-1259544,Legends Golf Club, LLC,,Florida,,
59-3691814-LEN - Belle Meade, LLC--Florida--
27-1077754.LEN - Palm Vista, LLC..Florida..
27-1077269/LEN Paradise Cable, LLC//Florida//
27-2559480#0LEN Paradise Operating, LLC00Florida00
27-25593691Len Paradise, LLC11Florida11
27-09505112LEN-CG South, LLC22Florida22
45-45999633
Lencraft, LLC33Maryland33
20-17490154LenFive, LLC44Delaware44
47-56147495LenFive Opco GP, LLC55Delaware55
82-260190067$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:J2n
8aB|N7{oc;=PF0*8X>
@::9988
l <`!
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LenFive Sub, LLC Delaware
37-1796755
LenFive Sub Opco GP, LLC
Delaware
82-2600774LenFive Sub II, LLCDelaware
81-1803170LenFive Sub III, LLCDelaware
37-1824677
LENH I, LLC
Florida
56-2349820Len-Hawks Point, LLCFlorida
45-4049841Lennar Aircraft I, LLCDelaware
20-2424732)!Lennar Arizona Construction, Inc.Arizona
20-5335712Lennar Arizona, Inc.Arizona
20-5335505,$Lennar Associates Management HoldingFlorida
31-1806357Company)!Lennar Associates Management, LLCDelaware
52-2257293Lennar Avenue One, LLCDelaware
46-1440494Lennar Bridges, LLC
California
33-0843355,$Lennar Buffington Colorado Crossing,
Texas
20-2002341L.P.-%Lennar Buffington Zachary Scott, L.P.
Texas
20-1577414Lennar Carolinas, LLCDelaware
20-3150607 Lennar Central Park, LLCDelaware
20-1087322)!Lennar Central Region Sweep, Inc.Nevada
65-1111068"Lennar Central Texas, L.P.
Texas
20-5336543Lennar Chicago, Inc.Illinois
36-3971759$Lennar Colorado Minerals LLCColoradoNoneDlmaUI
I.i)Cqa(V !"#$%&'()*+,-./0123456789:; Lennar Colorado, LLC Colorado
20-0451796,!$Lennar Communities Development, Inc.!!Delaware!!
86-0262130&"Lennar Communities Nevada, LLC""Nevada""
20-3035653,#$Lennar Communities of Chicago L.L.C.##Illinois##
20-2036535 $Lennar Communities, Inc.$$
California$$
33-0855007!%Lennar Construction, Inc.%%Arizona%%
86-0972186&Lennar Courts, LLC&&Florida&&
46-3122365'Lennar Developers, Inc.''Florida''
48-1259540*("Lennar Family of Builders GP, Inc.((Delaware((
43-19816915)-Lennar Family of Builders Limited Partnership))Delaware))
43-1981697*Lennar Flamingo, LLC**Florida**
46-3111056+Lennar Fresno, Inc.++
California++
33-1008718,Lennar Gardens, LLC,,Florida,,
27-4501329-Lennar Georgia, Inc.--Georgia--
20-8892316'.Lennar Greer Ranch Venture, LLC..
California..
33-0888370#/Lennar Heritage Fields, LLC//
California//
27-3194383$0Lennar Hingham Holdings, LLC00Delaware00
20-28660901Lennar Hingham JV, LLC11Delaware11
20-2866001!2Lennar Homes Holding, LLC22Delaware22
16-16412333Lennar Homes NJ, LLC33Delaware33
45-2921631%4Lennar Homes of Arizona, Inc.44Arizona44
65-0163412(5 Lennar Homes of California, Inc.55
California55
93-1223261&6Lennar Homes of Tennessee, LLC66Delaware66
32-040723778$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<A,P#OsOu@tX=PF0*8X>
@;;::99
l <?K
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U5}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)4 ,Lennar Homes of Texas Land and Construction,
Texas
75-2792018
Ltd.2*Lennar Homes of Texas Sales and Marketing,
Texas
75-2792019Ltd.
Lennar Homes, LLC
Florida
59-07115054,Lennar Imperial Holdings Limited PartnershipDelaware
20-2552367)!Lennar International Holding, LLCDelaware
46-1347038!Lennar International, LLCDelaware
61-1697090Lennar Layton, LLCDelaware
26-3797850Lennar Lytle, LLCDelaware
20-2374724Lennar Mare Island, LLC
California
33-0789053$Lennar Marina A Funding, LLCDelaware
27-0762082-%Lennar Massachusetts Properties, Inc.Delaware
20-2681100Lennar Middletown, LLC
New Jersey
45-5441987+#Lennar Multifamily Communities, LLCDelaware
45-2701002*"Lennar New Jersey Properties, Inc.Delaware
20-2681142Lennar New York, LLCNew York
20-3160452'Lennar Northeast Properties LLC
New Jersey
20-4874094)!Lennar Northeast Properties, Inc.Nevada
20-2552288Lennar Northwest, Inc.Delaware
45-2978961-%Lennar Pacific Properties Management,Delaware
30-0139878Inc.'Lennar Pacific Properties, Inc.Delaware
88-0412607D lmaUI
)S-Py 8g !"#$%&'()*+,-./0123456789:; Lennar Pacific, Inc. Delaware
88-0412608"!Lennar PI Acquisition, LLC!!
New Jersey!!
26-1531638+"#Lennar PI Property Acquisition, LLC""
New Jersey""
26-1531376*#"Lennar PIS Management Company, LLC##Delaware##
26-3218984$Lennar Point, LLC$$
New Jersey$$
46-0534484'%Lennar Port Imperial South, LLC%%Delaware%%
20-2552353&Lennar Realty, Inc.&&Florida&&
76-0683361'Lennar Reno, LLC''Nevada''
22-3895412#(Lennar Rialto Investment LP((Delaware((
27-14378794),Lennar Riverside West Urban Renewal Company,))
New Jersey))
20-2562043*L.L.C."+Lennar Riverside West, LLC++Delaware++
20-2552385,Lennar Sacramento, Inc.,,
California,,
33-0794993-Lennar Sales Corp.--
California--
95-4716082&.Lennar Southwest Holding Corp...Nevada..
91-1933536&/Lennar Spencer?s Crossing, LLC//Delaware//
20-2906597$0Lennar Texas Holding Company0
0Texas00
75-2788257"1Lennar Trading Company, LP1
1Texas11
72-15740892Lennar Ventures, LLC22Florida22
26-31035053Lennar West Valley, LLC33
California33
20-13428544Lennar.com Inc.44Florida44
65-0980149&5Lennar/LNR Camino Palomar, LLC55
California55
90-0159727%6Lennar-Lantana Boatyard, Inc.66Florida66
56-232110078$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<4Q#^h5b5k=PF0*8X>
@;;::99
l ;YjYv
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }<}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LEN-Ryan 1, LLC Florida None
Len-Verandahs, LLP
Florida
20-3021304LH Eastwind, LLCFlorida
20-0097714'LH-EH Layton Lakes Estates, LLCArizona
04-3741040
LHI Renaissance, LLC
Florida
02-0680656LMC Construction, LLCDelaware
36-4747722( LMC Malden Station Investor, LLCDelaware
30-0754847LMI Contractors, LLCDelaware
80-0838150( LMI Glencoe Dallas Investor, LLCDelaware
61-1706871+#LMI Lakes West Covina Investor, LLCDelaware
32-0414007$LMI Las Colinas Station, LLCDelaware
32-0395213$LMI Naperville Investor, LLCDelaware
37-1709704&LMI Park Central Investor, LLCDelaware
35-2471697LMI-JC Developer, LLCDelaware
38-3875832LMI-JC, LLCDelaware
90-0843143LMI-West Seattle, LLCDelaware
37-1699874LNC at Meadowbrook, LLCIllinois
36-0026164LNC at Ravenna, LLCIllinois
41-2088272LNC Communities I, Inc.Colorado
84-1317557LNC Communities II, LLCColorado
84-1317558!LNC Communities III, Inc.Colorado
84-1361682LNC Communities IV, LLCColorado
84-1512061LNC Communities V, LLCColorado
84-1513989DlmaUI
X.]Hy X- !"#$%&'()*+,-./0123456789: LNC Communities VI, LLC Colorado
84-1556776 !LNC Communities VII, LLC!!Colorado!!
84-1534329!"LNC Communities VIII, LLC""Colorado""
84-1553326%#LNC Pennsylvania Realty, Inc.##Pennsylvania##
23-2991585#$Long Beach Development, LLC$
$Texas$$
26-2321011'%Lori Gardens Associates II, LLC%%
New Jersey%%
20-1944492(& Lori Gardens Associates III, LLC&&
New Jersey&&
20-1944674''Lori Gardens Associates, L.L.C.''
New Jersey''
76-0664697(Lorton Station, LLC((Virginia((
76-0694499)LW D?Andrea, LLC))Delaware))
20-4489534*Madrona Ridge L.L.C.**Illinois**
20-0278584+Madrona Village L.L.C.++Illinois++
36-4343916#,Madrona Village Mews L.L.C.,,Illinois,,
36-0026266-Majestic Woods, LLC--
New Jersey--
74-3001871".Mid-County Utilities, Inc...Maryland..
76-0610395%/Mission Viejo 12S Venture, LP//
California//
33-0615197$0Mission Viejo Holdings, Inc.00
California00
33-07858621NC Properties I, LLC11Delaware11
27-34430432NC Properties II, LLC22Delaware22
27-3443142-3%North American Asset Development, LLC33
California33
68-0239180*4"North American Title Company, Inc.44
California44
94-29002475Northbridge L.L.C.55Illinois55
36-451110267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:5_J&ZTm
=PF0*8X>
@::9988
l ;ߔ
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }+}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)( Northeastern Properties LP, Inc. Nevada
20-2552328"
OHC/Ascot Belle Meade, LLC
Florida
20-3276553One SR, L.P.
Texas
75-3030507,$Palm Gardens At Doral Clubhouse, LLCFlorida
26-0801736"
Palm Gardens at Doral, LLC
Florida
20-3959088 Palm Vista Preserve, LLCFlorida
83-0426521PD-Len Boca Raton, LLCDelaware
20-8734358"PG Properties Holding, LLCNorth Carolina
26-4059800( Pioneer Meadows Development, LLCNevada
20-0939113( Pioneer Meadows Investments, LLCNevada
20-0939094
POMAC, LLCMaryland
11-3708149Prestonfield L.L.C.Illinois
36-4511103Providence Lakes, LLPFlorida
20-1744772
PT Metro, LLCDelaware
45-4508755"Raintree Village II L.L.C.Illinois
20-2118282Raintree Village L.L.C.Illinois
20-0090390!Renaissance Joint VentureFlorida
20-0035665'Reserve @ Pleasant Grove II LLC
New Jersey
90-0527127$Reserve @ Pleasant Grove LLC
New Jersey
90-0527123"Reserve at River Park, LLC
New Jersey
72-1537694&Reserve at South Harrison, LLC
New Jersey
76-0682273Rivendell Joint VentureFlorida
65-0843443Rivenhome CorporationFlorida
76-0569346DlmaUI
:rBhCSx !"#$%&'()*+,-./0123456789: RMV, LLC Maryland None&!Rutenberg Homes of Texas, Inc.!
!Texas!!
76-0215995"Rutenberg Homes, Inc.""Florida""
76-0340291#Rye Hill Company, LLC##New York##
20-0809495($ Ryland Homes of California, Inc.$$Delaware$$
95-2635472 %Ryland Homes Nevada, LLC%%Delaware%%
81-0600913'&S. Florida Construction II, LLC&&Florida&&
72-1567303(' S. Florida Construction III, LLC''Florida''
72-1567302$(S. Florida Construction, LLC((Florida((
71-0949799)San Lucia, LLC))Florida))
20-4372714"*Savannah Development, Ltd.*
*Texas**
76-0654193&+Savell Gulley Development, LLC+
+Texas++
26-2592101,Scarsdale, LTD.,
,Texas,,
27-0080619$-Schulz Ranch Developers, LLC--Delaware--
20-4092311.Seminole/70th, LLC..Florida..
56-2529886#/Siena at Old Orchard L.L.C.//Illinois//
20-14767650South Development, LLC00Florida00
20-25815671Southbank Holding, LLC11Florida11
45-2420546(2 Spanish Springs Development, LLC22Nevada22
76-06722773Spectrum Eastport, LLC33Delaware33
11-36983084SPIC Del Sur, LLC44Delaware44
61-16944445SPIC Dublin, LLC55Delaware55
61-176302967$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:aGBlC T!dXL$=PF0*8X>
@::9988
l ;O
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Standard Pacific 1, Inc. Delaware
20-4356066)
!Standard Pacific Investment Corp.
Delaware
26-2204627*"Standard Pacific of Colorado, Inc.Delaware
94-3361834#Standard Pacific of FloridaFlorida
26-4786185,
$Standard Pacific of Florida GP, Inc.
Delaware
20-4356126+#Standard Pacific of Las Vegas, Inc.Delaware
20-2834287/'Standard Pacific of Orange County, Inc.DelawareNone!Standard Pacific of TampaFlorida
81-05792763+Standard Pacific of South Florida GP, Inc.,Delaware
27-0019247.&Standard Pacific of the Carolinas, LLCDelaware
59-3483072/'St. Charles Active Adult Community, LLCMaryland
20-1659598"St. Charles Community, LLCDelaware
82-2955101Stoney CorporationFlorida
59-3374931Stoney Holdings, LLCFlorida
27-5428554#Stoneybrook Clubhouse, Inc.Florida
76-0555539!Stoneybrook Joint VentureFlorida
59-3386329 Strategic Holdings, Inc.Nevada
91-1770357#Strategic Technologies, LLCFlorida
65-0523605"Summerfield Venture L.L.C.Illinois
20-0753624Summerwood, LLCMaryland
27-0045425#SunStreet Energy Group, LLCDelaware
90-0889251TCO QVI, LLCDelaware
45-3568663Temecula Valley, LLC Minnesota
43-1971997DlmaUI
8`}/FPV !"#$%&'()*+,-./0123456789: Terra Division, LLC Minnesota None!The Baywinds Land Trust!!Florida!!
11-65918485"-The Bridges at Rancho Santa Fe Sales Company,""
California""
33-0886703#Inc.1$)The Bridges Club at Rancho Santa Fe, Inc.$$
California$$
33-0867612%%The LNC Northeast Group, Inc.%%Delaware%%
54-1774997*&"The Preserve at Coconut Creek, LLC&&Florida&&
20-3287825'The Ryland Corporation''
California''
95-4868582%(Treasure Island Holdings, LLC((Delaware((
38-3984534)Treviso Holding, LLC))Florida))
45-1961704*U.S. Home Corporation**Delaware**
52-2227619-+%U.S. Home of Arizona Construction Co.++Arizona++
74-2402824,U.S. Home Realty, Inc.,
,Texas,,
76-0136964-U.S.H. Los Prados, Inc.--Nevada--
88-0232393.U.S.H. Realty, Inc...Maryland..
74-2765031/USH - Flag, LLC//Florida//
26-39847760USH Equity Corporation00Nevada00
76-04503411USH LEE, LLC11Florida11
27-53682632USH Woodbridge, Inc.2
2Texas22
76-0561576&3UST Lennar Collateral Sub, LLC33Delaware33
35-2560088!4UST Lennar GP PIS 10, LLC44Delaware44
26-3219799 5UST Lennar GP PIS 7, LLC55Delaware55
26-321917267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:@@:`.Y4vRymE=PF0*8X>
@::9988
l "wP
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }
"
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter), $UST Lennar HW Scala SF Joint Venture Delaware
26-3262077
Valencia at Doral, LLC
Florida
20-3959040 Vineyard Point 2009, LLC
California
26-4562548Watermark Realty, Inc.Delaware
65-0619884'
Watermark Realty Referral, Inc.
Florida
59-3227694WCI Communities, Inc.Delaware
27-0472098WCI Communities, LLCDelaware
27-0601855'WCI Communities Management, LLCDelaware
27-0601636&WCI Communities Rivington, LLCDelaware
27-3699386WCI Realty, Inc.Florida
59-3408628&WCI Towers Northeast USA, Inc.Delaware
20-1656944WCP, LLCSouth Carolina
51-0461143-%West Chocolate Bayou Development, LLC
Texas
26-2320867West Lake Village, LLC
New Jersey
23-2861558#West Seattle Project X, LLCDelaware
35-2460935West Van Buren L.L.C.Illinois
36-4347398Westchase, Inc.Nevada
91-1954138"Willowbrook Investors, LLC
New Jersey
76-0687252/'Woodbridge Multifamily Developer I, LLCDelaware
45-2921413Wright Farm, L.L.C.Virginia
76-0629136$____________________________DlmaUI
8l;b=g@a !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
l
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7) EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U5
CalAtlantic Group, Inc.S-4
04/27/2018+#(Title of the indenture securities) Name Address5
-Superintendent of the Department of Financial
4
,One State Street, New York, N.Y. 10004-1417,)!Services of the State of New Yorkand Albany, N.Y. 12223(
Federal Reserve Bank of New York
/
'33 Liberty Street, New York, N.Y. 10045-%Federal Deposit Insurance Corporation3+550 17 th Street, NW Washington, D.C. 20429-%The Clearing House Association L.L.C.-%100 Broad Street New York, N.Y. 10004$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2}qeY5.Y=PF0*8X>
@
l 2"
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }=}$ }!}$
2
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 # Dollar amounts in thousands
ASSETS
;3Cash and balances due from depository institutions:1
)Noninterest-bearing balances and currency
~
b
and coin!Interest-bearing balances~
B/Securities:#Held-to-maturity securities~
⡜ %Available-for-sale securities~
b13+Federal funds sold and securities purchased#under agreements to resell:.&Federal funds sold in domestic offices~
-%Securities purchased under agreements~
g to resell.&Loans and lease financing receivables:&Loans and leases held for sale~
,$Loans and leases held for investment~
1)LESS: Allowance for loan and lease losses~
"1)Loans and leases held for investment, net~
of allowanceTrading assets~
80Premises and fixed assets (including capitalized~
TD`
ls7EJX~"Y !"#$%&'()*+,-./01 leases)!Other real estate owned!!~
!>!2"*Investments in unconsolidated subsidiaries""~
"#" #and associated companies/$'Direct and indirect investments in real$$~
$$%estate ventures&Intangible assets:&&&&'Goodwill''~
''(Other intangible assets((~
(B2()Other assets))~
)")*****+Total assets++~
+F+,,,,,-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(zT0>YW=PF0*8X>
@1100//
l 6>
@554433
l \
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0}$ }
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of trustee as specified in its charter) New York
13-5160382&
(Jurisdiction of incorporation
(I.R.S. employer$if not a U.S. national bank)identification no.)*
"225 Liberty Street, New York, N.Y.
~
0((Address of principal executive offices)
(Zip code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|maUI%J2|T=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }}$ }a
?
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Name of Co-Registrant Jurisdiction of I.R.S. Employer
Incorporation or
Identification No.Organization308 Furman, Ltd.
Texas
01-0757175
360 Developers, LLC
Florida
03-0469008Ann Arundel Farms, Ltd.
Texas
76-0594649!Aquaterra Utilities, Inc.Florida
59-3674555Asbury Woods L.L.C.Illinois
36-4491586Astoria Options, LLCDelaware
26-3838861&Autumn Creek Development, Ltd.
Texas
76-0566381
Aylon, LLCDelaware
74-3135055Bainebridge 249, LLCFlorida
45-5434000&Bay Colony Expansion 369, Ltd.
Texas
01-0634897*"Bay River Colony Development, Ltd.
Texas
20-3461912#BB Investment Holdings, LLCNevadaNoneBCI Properties, LLCNevadaNoneBellagio Lennar, LLCFlorida
46-0560657%Belle Meade LEN Holdings, LLCFlorida
27-1137331!Belle Meade Partners, LLCFlorida
20-3287566!Black Mountain Ranch, LLC
California
05-0574025
BPH I, LLCNevada
36-4805238!Bramalea California, Inc.
California
95-3426206Bressi Gardenlane, LLCDelaware
47-0876961D%lmaUI
@U,a ?qM~( !"#$%&'()*+,-./0123456789:;<=> Builders LP, Inc. Delaware
43-1981685!CalAtlantic Group, Inc.!!Delaware!!
82-3291238*""CalAtlantic Homes of Arizona, Inc.""Delaware""
86-0927144*#"CalAtlantic Homes of Georgia, Inc.##Delaware##
82-3201584*$"CalAtlantic Homes of Indiana, Inc.$$Delaware$$
59-2367217(% CalAtlantic Homes of Texas, Inc.%%Delaware%%
20-4356880-&%CalAtlantic Homes of Washington, Inc.&&Delaware&&
82-1659080'CalAtlantic Title, Inc.''Maryland''
52-1640103(Cambria L.L.C.((Illinois((
36-4343919)Cary Woods, LLC))Illinois))
36-4511011$*Casa Marina Development, LLC**Florida**
55-0817596&+Caswell Acquisition Group, LLC++Delaware++None,Cherrytree II LLC,,Maryland,,
75-2988548-CL Ventures, LLC--Florida--
11-3728443.Coco Palm 82, LLC..Florida..
35-2473155/Colonial Heritage LLC//Virginia//
20-06462890Concord Station, LLP00Florida00
20-09864581Coventry L.L.C.11Illinois11
36-4511106"2CP Red Oak Management, LLC2
2Texas22None!3CP Red Oak Partners, Ltd.3
3Texas33
20-10640264 CPFE, LLC44Maryland44
45-5433728"5Creekside Crossing, L.L.C.55Illinois55
43-2052256(6 Danville Tassajara Partners, LLC66Delaware66
20-14612547Darcy-Joliet L.L.C.77Illinois77
20-12904318DBJ Holdings, LLC88Nevada88None$9DTC Holdings of Florida, LLC99Florida99
45-2118119:;$<____________________________1=)Created by Morningstar Document Research.0>(http://documentresearch.morningstar.com/BC
X<\~Jb@ a;=PF0*8X>
@>>==<<
l ;p
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }m}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Durrell 33, LLC
New Jersey
46-2498666
Estates Seven, LLC
Delaware
52-2274380EV, LLCMarylandNoneEvergreen Village LLCDelaware
59-3801488
Faria Preserve, LLC
Delaware
30-0884474F&R Florida Homes, LLCFlorida
27-2136138)!F&R QVI Home Investments USA, LLCDelaware
20-8024189.&Fidelity Guaranty and Acceptance Corp.Delaware
76-0168225FLORDADE LLCFlorida
38-3832923!Fox-Maple Associates, LLC
New Jersey
43-1997377,$Friendswood Development Company, LLC
Texas
74-2859478Garco Investments, LLCFlorida
65-1151300$Greystone Construction, Inc.Arizona
86-0864245'Greystone Homes of Nevada, Inc.Delaware
88-0412604Greystone Nevada, LLCDelaware
88-0412611Greywall Club L.L.C.Illinois
20-1083688Hammocks Lennar LLCFlorida
47-2295202Harveston, LLCDelaware
02-0613649Haverton L.L.C.Illinois
30-0057181HCC Investors, LLCDelaware
33-0770138Heathcote Commons LLCVirginia
20-1178932( Heritage of Auburn Hills, L.L.C.Michigan
38-3395118$Hewitts Landing Trustee, LLC
Massachusetts
27-2909649DslmaUI
N;i3a(f
M !"#$%&'()*+,-./0123456789:+ #Home Buyer?s Advantage Realty, Inc.
Texas
76-0573246!Homecraft Corporation!
!Texas!!
76-0334090"HTC Golf Club, LLC""Colorado""
26-0312522#Inactive Companies, LLC##Florida##
26-2094631$Independence L.L.C.$$Virginia$$
76-0651137#%Isles at Bayshore Club, LLC%%Florida%%
27-2304291(& Kendall Hammocks Commercial, LLC&&Florida&&
30-0771295&'Lagoon Valley Residential, LLC''
California''
20-2636836#(Lakelands at Easton, L.L.C.((Maryland((
03-0501970$)LB/L-Duc III Antioch 330 LLC))Delaware))None*LCD Asante, LLC**Delaware**
26-1131090+Legends Club, LLC++Florida++
48-1259544,Legends Golf Club, LLC,,Florida,,
59-3691814-LEN - Belle Meade, LLC--Florida--
27-1077754.LEN - Palm Vista, LLC..Florida..
27-1077269/LEN Paradise Cable, LLC//Florida//
27-2559480#0LEN Paradise Operating, LLC00Florida00
27-25593691Len Paradise, LLC11Florida11
27-09505112LEN-CG South, LLC22Florida22
45-45999633
Lencraft, LLC33Maryland33
20-17490154LenFive, LLC44Delaware44
47-56147495LenFive Opco GP, LLC55Delaware55
82-260190067$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:J2n
8aB|N7{oc;=PF0*8X>
@::9988
l <[
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
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CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LenFive Sub, LLC Delaware
37-1796755
LenFive Sub Opco GP, LLC
Delaware
82-2600774LenFive Sub II, LLCDelaware
81-1803170LenFive Sub III, LLCDelaware
37-1824677
LENH I, LLC
Florida
56-2349820Len-Hawks Point, LLCFlorida
45-4049841Lennar Aircraft I, LLCDelaware
20-2424732)!Lennar Arizona Construction, Inc.Arizona
20-5335712Lennar Arizona, Inc.Arizona
20-5335505,$Lennar Associates Management HoldingFlorida
31-1806357Company)!Lennar Associates Management, LLCDelaware
52-2257293Lennar Avenue One, LLCDelaware
46-1440494Lennar Bridges, LLC
California
33-0843355,$Lennar Buffington Colorado Crossing,
Texas
20-2002341L.P.-%Lennar Buffington Zachary Scott, L.P.
Texas
20-1577414Lennar Carolinas, LLCDelaware
20-3150607 Lennar Central Park, LLCDelaware
20-1087322)!Lennar Central Region Sweep, Inc.Nevada
65-1111068"Lennar Central Texas, L.P.
Texas
20-5336543Lennar Chicago, Inc.Illinois
36-3971759$Lennar Colorado Minerals LLCColoradoNoneDlmaUI
I.i)Cqa(V !"#$%&'()*+,-./0123456789:; Lennar Colorado, LLC Colorado
20-0451796,!$Lennar Communities Development, Inc.!!Delaware!!
86-0262130&"Lennar Communities Nevada, LLC""Nevada""
20-3035653,#$Lennar Communities of Chicago L.L.C.##Illinois##
20-2036535 $Lennar Communities, Inc.$$
California$$
33-0855007!%Lennar Construction, Inc.%%Arizona%%
86-0972186&Lennar Courts, LLC&&Florida&&
46-3122365'Lennar Developers, Inc.''Florida''
48-1259540*("Lennar Family of Builders GP, Inc.((Delaware((
43-19816915)-Lennar Family of Builders Limited Partnership))Delaware))
43-1981697*Lennar Flamingo, LLC**Florida**
46-3111056+Lennar Fresno, Inc.++
California++
33-1008718,Lennar Gardens, LLC,,Florida,,
27-4501329-Lennar Georgia, Inc.--Georgia--
20-8892316'.Lennar Greer Ranch Venture, LLC..
California..
33-0888370#/Lennar Heritage Fields, LLC//
California//
27-3194383$0Lennar Hingham Holdings, LLC00Delaware00
20-28660901Lennar Hingham JV, LLC11Delaware11
20-2866001!2Lennar Homes Holding, LLC22Delaware22
16-16412333Lennar Homes NJ, LLC33Delaware33
45-2921631%4Lennar Homes of Arizona, Inc.44Arizona44
65-0163412(5 Lennar Homes of California, Inc.55
California55
93-1223261&6Lennar Homes of Tennessee, LLC66Delaware66
32-040723778$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<A,P#OsOu@tX=PF0*8X>
@;;::99
l <Ff
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U5}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)4 ,Lennar Homes of Texas Land and Construction,
Texas
75-2792018
Ltd.2*Lennar Homes of Texas Sales and Marketing,
Texas
75-2792019Ltd.
Lennar Homes, LLC
Florida
59-07115054,Lennar Imperial Holdings Limited PartnershipDelaware
20-2552367)!Lennar International Holding, LLCDelaware
46-1347038!Lennar International, LLCDelaware
61-1697090Lennar Layton, LLCDelaware
26-3797850Lennar Lytle, LLCDelaware
20-2374724Lennar Mare Island, LLC
California
33-0789053$Lennar Marina A Funding, LLCDelaware
27-0762082-%Lennar Massachusetts Properties, Inc.Delaware
20-2681100Lennar Middletown, LLC
New Jersey
45-5441987+#Lennar Multifamily Communities, LLCDelaware
45-2701002*"Lennar New Jersey Properties, Inc.Delaware
20-2681142Lennar New York, LLCNew York
20-3160452'Lennar Northeast Properties LLC
New Jersey
20-4874094)!Lennar Northeast Properties, Inc.Nevada
20-2552288Lennar Northwest, Inc.Delaware
45-2978961-%Lennar Pacific Properties Management,Delaware
30-0139878Inc.'Lennar Pacific Properties, Inc.Delaware
88-0412607D lmaUI
)S-Py 8g !"#$%&'()*+,-./0123456789:; Lennar Pacific, Inc. Delaware
88-0412608"!Lennar PI Acquisition, LLC!!
New Jersey!!
26-1531638+"#Lennar PI Property Acquisition, LLC""
New Jersey""
26-1531376*#"Lennar PIS Management Company, LLC##Delaware##
26-3218984$Lennar Point, LLC$$
New Jersey$$
46-0534484'%Lennar Port Imperial South, LLC%%Delaware%%
20-2552353&Lennar Realty, Inc.&&Florida&&
76-0683361'Lennar Reno, LLC''Nevada''
22-3895412#(Lennar Rialto Investment LP((Delaware((
27-14378794),Lennar Riverside West Urban Renewal Company,))
New Jersey))
20-2562043*L.L.C."+Lennar Riverside West, LLC++Delaware++
20-2552385,Lennar Sacramento, Inc.,,
California,,
33-0794993-Lennar Sales Corp.--
California--
95-4716082&.Lennar Southwest Holding Corp...Nevada..
91-1933536&/Lennar Spencer?s Crossing, LLC//Delaware//
20-2906597$0Lennar Texas Holding Company0
0Texas00
75-2788257"1Lennar Trading Company, LP1
1Texas11
72-15740892Lennar Ventures, LLC22Florida22
26-31035053Lennar West Valley, LLC33
California33
20-13428544Lennar.com Inc.44Florida44
65-0980149&5Lennar/LNR Camino Palomar, LLC55
California55
90-0159727%6Lennar-Lantana Boatyard, Inc.66Florida66
56-232110078$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<4Q#^h5b5k=PF0*8X>
@;;::99
l ;$0
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }<}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LEN-Ryan 1, LLC Florida None
Len-Verandahs, LLP
Florida
20-3021304LH Eastwind, LLCFlorida
20-0097714'LH-EH Layton Lakes Estates, LLCArizona
04-3741040
LHI Renaissance, LLC
Florida
02-0680656LMC Construction, LLCDelaware
36-4747722( LMC Malden Station Investor, LLCDelaware
30-0754847LMI Contractors, LLCDelaware
80-0838150( LMI Glencoe Dallas Investor, LLCDelaware
61-1706871+#LMI Lakes West Covina Investor, LLCDelaware
32-0414007$LMI Las Colinas Station, LLCDelaware
32-0395213$LMI Naperville Investor, LLCDelaware
37-1709704&LMI Park Central Investor, LLCDelaware
35-2471697LMI-JC Developer, LLCDelaware
38-3875832LMI-JC, LLCDelaware
90-0843143LMI-West Seattle, LLCDelaware
37-1699874LNC at Meadowbrook, LLCIllinois
36-0026164LNC at Ravenna, LLCIllinois
41-2088272LNC Communities I, Inc.Colorado
84-1317557LNC Communities II, LLCColorado
84-1317558!LNC Communities III, Inc.Colorado
84-1361682LNC Communities IV, LLCColorado
84-1512061LNC Communities V, LLCColorado
84-1513989DlmaUI
X.]Hy X- !"#$%&'()*+,-./0123456789: LNC Communities VI, LLC Colorado
84-1556776 !LNC Communities VII, LLC!!Colorado!!
84-1534329!"LNC Communities VIII, LLC""Colorado""
84-1553326%#LNC Pennsylvania Realty, Inc.##Pennsylvania##
23-2991585#$Long Beach Development, LLC$
$Texas$$
26-2321011'%Lori Gardens Associates II, LLC%%
New Jersey%%
20-1944492(& Lori Gardens Associates III, LLC&&
New Jersey&&
20-1944674''Lori Gardens Associates, L.L.C.''
New Jersey''
76-0664697(Lorton Station, LLC((Virginia((
76-0694499)LW D?Andrea, LLC))Delaware))
20-4489534*Madrona Ridge L.L.C.**Illinois**
20-0278584+Madrona Village L.L.C.++Illinois++
36-4343916#,Madrona Village Mews L.L.C.,,Illinois,,
36-0026266-Majestic Woods, LLC--
New Jersey--
74-3001871".Mid-County Utilities, Inc...Maryland..
76-0610395%/Mission Viejo 12S Venture, LP//
California//
33-0615197$0Mission Viejo Holdings, Inc.00
California00
33-07858621NC Properties I, LLC11Delaware11
27-34430432NC Properties II, LLC22Delaware22
27-3443142-3%North American Asset Development, LLC33
California33
68-0239180*4"North American Title Company, Inc.44
California44
94-29002475Northbridge L.L.C.55Illinois55
36-451110267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:5_J&ZTm
=PF0*8X>
@::9988
l ;QOZ
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }+}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)( Northeastern Properties LP, Inc. Nevada
20-2552328"
OHC/Ascot Belle Meade, LLC
Florida
20-3276553One SR, L.P.
Texas
75-3030507,$Palm Gardens At Doral Clubhouse, LLCFlorida
26-0801736"
Palm Gardens at Doral, LLC
Florida
20-3959088 Palm Vista Preserve, LLCFlorida
83-0426521PD-Len Boca Raton, LLCDelaware
20-8734358"PG Properties Holding, LLCNorth Carolina
26-4059800( Pioneer Meadows Development, LLCNevada
20-0939113( Pioneer Meadows Investments, LLCNevada
20-0939094
POMAC, LLCMaryland
11-3708149Prestonfield L.L.C.Illinois
36-4511103Providence Lakes, LLPFlorida
20-1744772
PT Metro, LLCDelaware
45-4508755"Raintree Village II L.L.C.Illinois
20-2118282Raintree Village L.L.C.Illinois
20-0090390!Renaissance Joint VentureFlorida
20-0035665'Reserve @ Pleasant Grove II LLC
New Jersey
90-0527127$Reserve @ Pleasant Grove LLC
New Jersey
90-0527123"Reserve at River Park, LLC
New Jersey
72-1537694&Reserve at South Harrison, LLC
New Jersey
76-0682273Rivendell Joint VentureFlorida
65-0843443Rivenhome CorporationFlorida
76-0569346DlmaUI
:rBhCSx !"#$%&'()*+,-./0123456789: RMV, LLC Maryland None&!Rutenberg Homes of Texas, Inc.!
!Texas!!
76-0215995"Rutenberg Homes, Inc.""Florida""
76-0340291#Rye Hill Company, LLC##New York##
20-0809495($ Ryland Homes of California, Inc.$$Delaware$$
95-2635472 %Ryland Homes Nevada, LLC%%Delaware%%
81-0600913'&S. Florida Construction II, LLC&&Florida&&
72-1567303(' S. Florida Construction III, LLC''Florida''
72-1567302$(S. Florida Construction, LLC((Florida((
71-0949799)San Lucia, LLC))Florida))
20-4372714"*Savannah Development, Ltd.*
*Texas**
76-0654193&+Savell Gulley Development, LLC+
+Texas++
26-2592101,Scarsdale, LTD.,
,Texas,,
27-0080619$-Schulz Ranch Developers, LLC--Delaware--
20-4092311.Seminole/70th, LLC..Florida..
56-2529886#/Siena at Old Orchard L.L.C.//Illinois//
20-14767650South Development, LLC00Florida00
20-25815671Southbank Holding, LLC11Florida11
45-2420546(2 Spanish Springs Development, LLC22Nevada22
76-06722773Spectrum Eastport, LLC33Delaware33
11-36983084SPIC Del Sur, LLC44Delaware44
61-16944445SPIC Dublin, LLC55Delaware55
61-176302967$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:aGBlC T!dXL$=PF0*8X>
@::9988
l ;yI
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Standard Pacific 1, Inc. Delaware
20-4356066)
!Standard Pacific Investment Corp.
Delaware
26-2204627*"Standard Pacific of Colorado, Inc.Delaware
94-3361834#Standard Pacific of FloridaFlorida
26-4786185,
$Standard Pacific of Florida GP, Inc.
Delaware
20-4356126+#Standard Pacific of Las Vegas, Inc.Delaware
20-2834287/'Standard Pacific of Orange County, Inc.DelawareNone!Standard Pacific of TampaFlorida
81-05792763+Standard Pacific of South Florida GP, Inc.,Delaware
27-0019247.&Standard Pacific of the Carolinas, LLCDelaware
59-3483072/'St. Charles Active Adult Community, LLCMaryland
20-1659598"St. Charles Community, LLCDelaware
82-2955101Stoney CorporationFlorida
59-3374931Stoney Holdings, LLCFlorida
27-5428554#Stoneybrook Clubhouse, Inc.Florida
76-0555539!Stoneybrook Joint VentureFlorida
59-3386329 Strategic Holdings, Inc.Nevada
91-1770357#Strategic Technologies, LLCFlorida
65-0523605"Summerfield Venture L.L.C.Illinois
20-0753624Summerwood, LLCMaryland
27-0045425#SunStreet Energy Group, LLCDelaware
90-0889251TCO QVI, LLCDelaware
45-3568663Temecula Valley, LLC Minnesota
43-1971997DlmaUI
8`}/FPV !"#$%&'()*+,-./0123456789: Terra Division, LLC Minnesota None!The Baywinds Land Trust!!Florida!!
11-65918485"-The Bridges at Rancho Santa Fe Sales Company,""
California""
33-0886703#Inc.1$)The Bridges Club at Rancho Santa Fe, Inc.$$
California$$
33-0867612%%The LNC Northeast Group, Inc.%%Delaware%%
54-1774997*&"The Preserve at Coconut Creek, LLC&&Florida&&
20-3287825'The Ryland Corporation''
California''
95-4868582%(Treasure Island Holdings, LLC((Delaware((
38-3984534)Treviso Holding, LLC))Florida))
45-1961704*U.S. Home Corporation**Delaware**
52-2227619-+%U.S. Home of Arizona Construction Co.++Arizona++
74-2402824,U.S. Home Realty, Inc.,
,Texas,,
76-0136964-U.S.H. Los Prados, Inc.--Nevada--
88-0232393.U.S.H. Realty, Inc...Maryland..
74-2765031/USH - Flag, LLC//Florida//
26-39847760USH Equity Corporation00Nevada00
76-04503411USH LEE, LLC11Florida11
27-53682632USH Woodbridge, Inc.2
2Texas22
76-0561576&3UST Lennar Collateral Sub, LLC33Delaware33
35-2560088!4UST Lennar GP PIS 10, LLC44Delaware44
26-3219799 5UST Lennar GP PIS 7, LLC55Delaware55
26-321917267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:@@:`.Y4vRymE=PF0*8X>
@::9988
l "£
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }
"
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter), $UST Lennar HW Scala SF Joint Venture Delaware
26-3262077
Valencia at Doral, LLC
Florida
20-3959040 Vineyard Point 2009, LLC
California
26-4562548Watermark Realty, Inc.Delaware
65-0619884'
Watermark Realty Referral, Inc.
Florida
59-3227694WCI Communities, Inc.Delaware
27-0472098WCI Communities, LLCDelaware
27-0601855'WCI Communities Management, LLCDelaware
27-0601636&WCI Communities Rivington, LLCDelaware
27-3699386WCI Realty, Inc.Florida
59-3408628&WCI Towers Northeast USA, Inc.Delaware
20-1656944WCP, LLCSouth Carolina
51-0461143-%West Chocolate Bayou Development, LLC
Texas
26-2320867West Lake Village, LLC
New Jersey
23-2861558#West Seattle Project X, LLCDelaware
35-2460935West Van Buren L.L.C.Illinois
36-4347398Westchase, Inc.Nevada
91-1954138"Willowbrook Investors, LLC
New Jersey
76-0687252/'Woodbridge Multifamily Developer I, LLCDelaware
45-2921413Wright Farm, L.L.C.Virginia
76-0629136$____________________________DlmaUI
8l;b=g@a !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
l (
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U5
CalAtlantic Group, Inc.S-4
04/27/2018+#(Title of the indenture securities) Name Address5
-Superintendent of the Department of Financial
4
,One State Street, New York, N.Y. 10004-1417,)!Services of the State of New Yorkand Albany, N.Y. 12223(
Federal Reserve Bank of New York
/
'33 Liberty Street, New York, N.Y. 10045-%Federal Deposit Insurance Corporation3+550 17 th Street, NW Washington, D.C. 20429-%The Clearing House Association L.L.C.-%100 Broad Street New York, N.Y. 10004$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2}qeY5.Y=PF0*8X>
@
l 2b$
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }=}$ }!}$
2
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 # Dollar amounts in thousands
ASSETS
;3Cash and balances due from depository institutions:1
)Noninterest-bearing balances and currency
~
b
and coin!Interest-bearing balances~
B/Securities:#Held-to-maturity securities~
⡜ %Available-for-sale securities~
b13+Federal funds sold and securities purchased#under agreements to resell:.&Federal funds sold in domestic offices~
-%Securities purchased under agreements~
g to resell.&Loans and lease financing receivables:&Loans and leases held for sale~
,$Loans and leases held for investment~
1)LESS: Allowance for loan and lease losses~
"1)Loans and leases held for investment, net~
of allowanceTrading assets~
80Premises and fixed assets (including capitalized~
TD`
ls7EJX~"Y !"#$%&'()*+,-./01 leases)!Other real estate owned!!~
!>!2"*Investments in unconsolidated subsidiaries""~
"#" #and associated companies/$'Direct and indirect investments in real$$~
$$%estate ventures&Intangible assets:&&&&'Goodwill''~
''(Other intangible assets((~
(B2()Other assets))~
)")*****+Total assets++~
+F+,,,,,-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(zT0>YW=PF0*8X>
@1100//
l 6
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }8}$ }}$
6
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 LIABILITIES
Deposits:
In domestic offices~
BF~Noninterest-bearing~
Interest-bearing
~
B
.&In foreign offices, Edge and Agreement~
subsidiaries, and IBFsNoninterest-bearing~
"NInterest-bearing~
.&Federal funds purchased and securities,$sold under agreements to repurchase:3+Federal funds purchased in domestic offices~
",6.Securities sold under agreements to repurchase~
UTrading liabilities~
b_Other borrowed money:~
87/(includes mortgage indebtedness and obligations!under capitalized leases)Not applicableNot applicable)!Subordinated notes and debentures~
nOther liabilities~
Total liabilities~
Ds@D"
ls7Z W54/P+8 !"#$%&'()*+,-./012345 !EQUITY CAPITAL!!!!-"%Perpetual preferred stock and related""~
""#surplus$Common stock$$~
$bFE$/%'Surplus (exclude all surplus related to%%~
%%&preferred stock)'Retained earnings''~
''.(&Accumulated other comprehensive income(((
-1,140,000(')Other equity capital components))~
))!*Total bank equity capital**~
*bmY*++#Noncontrolling (minority) interests++~
+\+$,in consolidated subsidiaries-Total equity capital--~
-"n-.....,/$Total liabilities and equity capital//~
/F/0000012$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/0LzU9~!iAQ =PF0*8X>
@554433
l
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0}$ }
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of trustee as specified in its charter) New York
13-5160382&
(Jurisdiction of incorporation
(I.R.S. employer$if not a U.S. national bank)identification no.)*
"225 Liberty Street, New York, N.Y.
~
0((Address of principal executive offices)
(Zip code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|maUI%J2|T=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }}$ }a
?
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Name of Co-Registrant Jurisdiction of I.R.S. Employer
Incorporation or
Identification No.Organization308 Furman, Ltd.
Texas
01-0757175
360 Developers, LLC
Florida
03-0469008Ann Arundel Farms, Ltd.
Texas
76-0594649!Aquaterra Utilities, Inc.Florida
59-3674555Asbury Woods L.L.C.Illinois
36-4491586Astoria Options, LLCDelaware
26-3838861&Autumn Creek Development, Ltd.
Texas
76-0566381
Aylon, LLCDelaware
74-3135055Bainebridge 249, LLCFlorida
45-5434000&Bay Colony Expansion 369, Ltd.
Texas
01-0634897*"Bay River Colony Development, Ltd.
Texas
20-3461912#BB Investment Holdings, LLCNevadaNoneBCI Properties, LLCNevadaNoneBellagio Lennar, LLCFlorida
46-0560657%Belle Meade LEN Holdings, LLCFlorida
27-1137331!Belle Meade Partners, LLCFlorida
20-3287566!Black Mountain Ranch, LLC
California
05-0574025
BPH I, LLCNevada
36-4805238!Bramalea California, Inc.
California
95-3426206Bressi Gardenlane, LLCDelaware
47-0876961D%lmaUI
@U,a ?qM~( !"#$%&'()*+,-./0123456789:;<=> Builders LP, Inc. Delaware
43-1981685!CalAtlantic Group, Inc.!!Delaware!!
82-3291238*""CalAtlantic Homes of Arizona, Inc.""Delaware""
86-0927144*#"CalAtlantic Homes of Georgia, Inc.##Delaware##
82-3201584*$"CalAtlantic Homes of Indiana, Inc.$$Delaware$$
59-2367217(% CalAtlantic Homes of Texas, Inc.%%Delaware%%
20-4356880-&%CalAtlantic Homes of Washington, Inc.&&Delaware&&
82-1659080'CalAtlantic Title, Inc.''Maryland''
52-1640103(Cambria L.L.C.((Illinois((
36-4343919)Cary Woods, LLC))Illinois))
36-4511011$*Casa Marina Development, LLC**Florida**
55-0817596&+Caswell Acquisition Group, LLC++Delaware++None,Cherrytree II LLC,,Maryland,,
75-2988548-CL Ventures, LLC--Florida--
11-3728443.Coco Palm 82, LLC..Florida..
35-2473155/Colonial Heritage LLC//Virginia//
20-06462890Concord Station, LLP00Florida00
20-09864581Coventry L.L.C.11Illinois11
36-4511106"2CP Red Oak Management, LLC2
2Texas22None!3CP Red Oak Partners, Ltd.3
3Texas33
20-10640264 CPFE, LLC44Maryland44
45-5433728"5Creekside Crossing, L.L.C.55Illinois55
43-2052256(6 Danville Tassajara Partners, LLC66Delaware66
20-14612547Darcy-Joliet L.L.C.77Illinois77
20-12904318DBJ Holdings, LLC88Nevada88None$9DTC Holdings of Florida, LLC99Florida99
45-2118119:;$<____________________________1=)Created by Morningstar Document Research.0>(http://documentresearch.morningstar.com/BC
X<\~Jb@ a;=PF0*8X>
@>>==<<
l ;`pl
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }m}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Durrell 33, LLC
New Jersey
46-2498666
Estates Seven, LLC
Delaware
52-2274380EV, LLCMarylandNoneEvergreen Village LLCDelaware
59-3801488
Faria Preserve, LLC
Delaware
30-0884474F&R Florida Homes, LLCFlorida
27-2136138)!F&R QVI Home Investments USA, LLCDelaware
20-8024189.&Fidelity Guaranty and Acceptance Corp.Delaware
76-0168225FLORDADE LLCFlorida
38-3832923!Fox-Maple Associates, LLC
New Jersey
43-1997377,$Friendswood Development Company, LLC
Texas
74-2859478Garco Investments, LLCFlorida
65-1151300$Greystone Construction, Inc.Arizona
86-0864245'Greystone Homes of Nevada, Inc.Delaware
88-0412604Greystone Nevada, LLCDelaware
88-0412611Greywall Club L.L.C.Illinois
20-1083688Hammocks Lennar LLCFlorida
47-2295202Harveston, LLCDelaware
02-0613649Haverton L.L.C.Illinois
30-0057181HCC Investors, LLCDelaware
33-0770138Heathcote Commons LLCVirginia
20-1178932( Heritage of Auburn Hills, L.L.C.Michigan
38-3395118$Hewitts Landing Trustee, LLC
Massachusetts
27-2909649DslmaUI
N;i3a(f
M !"#$%&'()*+,-./0123456789:+ #Home Buyer?s Advantage Realty, Inc.
Texas
76-0573246!Homecraft Corporation!
!Texas!!
76-0334090"HTC Golf Club, LLC""Colorado""
26-0312522#Inactive Companies, LLC##Florida##
26-2094631$Independence L.L.C.$$Virginia$$
76-0651137#%Isles at Bayshore Club, LLC%%Florida%%
27-2304291(& Kendall Hammocks Commercial, LLC&&Florida&&
30-0771295&'Lagoon Valley Residential, LLC''
California''
20-2636836#(Lakelands at Easton, L.L.C.((Maryland((
03-0501970$)LB/L-Duc III Antioch 330 LLC))Delaware))None*LCD Asante, LLC**Delaware**
26-1131090+Legends Club, LLC++Florida++
48-1259544,Legends Golf Club, LLC,,Florida,,
59-3691814-LEN - Belle Meade, LLC--Florida--
27-1077754.LEN - Palm Vista, LLC..Florida..
27-1077269/LEN Paradise Cable, LLC//Florida//
27-2559480#0LEN Paradise Operating, LLC00Florida00
27-25593691Len Paradise, LLC11Florida11
27-09505112LEN-CG South, LLC22Florida22
45-45999633
Lencraft, LLC33Maryland33
20-17490154LenFive, LLC44Delaware44
47-56147495LenFive Opco GP, LLC55Delaware55
82-260190067$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:J2n
8aB|N7{oc;=PF0*8X>
@::9988
l <@ɖ
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
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CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LenFive Sub, LLC Delaware
37-1796755
LenFive Sub Opco GP, LLC
Delaware
82-2600774LenFive Sub II, LLCDelaware
81-1803170LenFive Sub III, LLCDelaware
37-1824677
LENH I, LLC
Florida
56-2349820Len-Hawks Point, LLCFlorida
45-4049841Lennar Aircraft I, LLCDelaware
20-2424732)!Lennar Arizona Construction, Inc.Arizona
20-5335712Lennar Arizona, Inc.Arizona
20-5335505,$Lennar Associates Management HoldingFlorida
31-1806357Company)!Lennar Associates Management, LLCDelaware
52-2257293Lennar Avenue One, LLCDelaware
46-1440494Lennar Bridges, LLC
California
33-0843355,$Lennar Buffington Colorado Crossing,
Texas
20-2002341L.P.-%Lennar Buffington Zachary Scott, L.P.
Texas
20-1577414Lennar Carolinas, LLCDelaware
20-3150607 Lennar Central Park, LLCDelaware
20-1087322)!Lennar Central Region Sweep, Inc.Nevada
65-1111068"Lennar Central Texas, L.P.
Texas
20-5336543Lennar Chicago, Inc.Illinois
36-3971759$Lennar Colorado Minerals LLCColoradoNoneDlmaUI
I.i)Cqa(V !"#$%&'()*+,-./0123456789:; Lennar Colorado, LLC Colorado
20-0451796,!$Lennar Communities Development, Inc.!!Delaware!!
86-0262130&"Lennar Communities Nevada, LLC""Nevada""
20-3035653,#$Lennar Communities of Chicago L.L.C.##Illinois##
20-2036535 $Lennar Communities, Inc.$$
California$$
33-0855007!%Lennar Construction, Inc.%%Arizona%%
86-0972186&Lennar Courts, LLC&&Florida&&
46-3122365'Lennar Developers, Inc.''Florida''
48-1259540*("Lennar Family of Builders GP, Inc.((Delaware((
43-19816915)-Lennar Family of Builders Limited Partnership))Delaware))
43-1981697*Lennar Flamingo, LLC**Florida**
46-3111056+Lennar Fresno, Inc.++
California++
33-1008718,Lennar Gardens, LLC,,Florida,,
27-4501329-Lennar Georgia, Inc.--Georgia--
20-8892316'.Lennar Greer Ranch Venture, LLC..
California..
33-0888370#/Lennar Heritage Fields, LLC//
California//
27-3194383$0Lennar Hingham Holdings, LLC00Delaware00
20-28660901Lennar Hingham JV, LLC11Delaware11
20-2866001!2Lennar Homes Holding, LLC22Delaware22
16-16412333Lennar Homes NJ, LLC33Delaware33
45-2921631%4Lennar Homes of Arizona, Inc.44Arizona44
65-0163412(5 Lennar Homes of California, Inc.55
California55
93-1223261&6Lennar Homes of Tennessee, LLC66Delaware66
32-040723778$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<A,P#OsOu@tX=PF0*8X>
@;;::99
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U5}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)4 ,Lennar Homes of Texas Land and Construction,
Texas
75-2792018
Ltd.2*Lennar Homes of Texas Sales and Marketing,
Texas
75-2792019Ltd.
Lennar Homes, LLC
Florida
59-07115054,Lennar Imperial Holdings Limited PartnershipDelaware
20-2552367)!Lennar International Holding, LLCDelaware
46-1347038!Lennar International, LLCDelaware
61-1697090Lennar Layton, LLCDelaware
26-3797850Lennar Lytle, LLCDelaware
20-2374724Lennar Mare Island, LLC
California
33-0789053$Lennar Marina A Funding, LLCDelaware
27-0762082-%Lennar Massachusetts Properties, Inc.Delaware
20-2681100Lennar Middletown, LLC
New Jersey
45-5441987+#Lennar Multifamily Communities, LLCDelaware
45-2701002*"Lennar New Jersey Properties, Inc.Delaware
20-2681142Lennar New York, LLCNew York
20-3160452'Lennar Northeast Properties LLC
New Jersey
20-4874094)!Lennar Northeast Properties, Inc.Nevada
20-2552288Lennar Northwest, Inc.Delaware
45-2978961-%Lennar Pacific Properties Management,Delaware
30-0139878Inc.'Lennar Pacific Properties, Inc.Delaware
88-0412607D lmaUI
)S-Py 8g !"#$%&'()*+,-./0123456789:; Lennar Pacific, Inc. Delaware
88-0412608"!Lennar PI Acquisition, LLC!!
New Jersey!!
26-1531638+"#Lennar PI Property Acquisition, LLC""
New Jersey""
26-1531376*#"Lennar PIS Management Company, LLC##Delaware##
26-3218984$Lennar Point, LLC$$
New Jersey$$
46-0534484'%Lennar Port Imperial South, LLC%%Delaware%%
20-2552353&Lennar Realty, Inc.&&Florida&&
76-0683361'Lennar Reno, LLC''Nevada''
22-3895412#(Lennar Rialto Investment LP((Delaware((
27-14378794),Lennar Riverside West Urban Renewal Company,))
New Jersey))
20-2562043*L.L.C."+Lennar Riverside West, LLC++Delaware++
20-2552385,Lennar Sacramento, Inc.,,
California,,
33-0794993-Lennar Sales Corp.--
California--
95-4716082&.Lennar Southwest Holding Corp...Nevada..
91-1933536&/Lennar Spencer?s Crossing, LLC//Delaware//
20-2906597$0Lennar Texas Holding Company0
0Texas00
75-2788257"1Lennar Trading Company, LP1
1Texas11
72-15740892Lennar Ventures, LLC22Florida22
26-31035053Lennar West Valley, LLC33
California33
20-13428544Lennar.com Inc.44Florida44
65-0980149&5Lennar/LNR Camino Palomar, LLC55
California55
90-0159727%6Lennar-Lantana Boatyard, Inc.66Florida66
56-232110078$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<4Q#^h5b5k=PF0*8X>
@;;::99
l ;99
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }<}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LEN-Ryan 1, LLC Florida None
Len-Verandahs, LLP
Florida
20-3021304LH Eastwind, LLCFlorida
20-0097714'LH-EH Layton Lakes Estates, LLCArizona
04-3741040
LHI Renaissance, LLC
Florida
02-0680656LMC Construction, LLCDelaware
36-4747722( LMC Malden Station Investor, LLCDelaware
30-0754847LMI Contractors, LLCDelaware
80-0838150( LMI Glencoe Dallas Investor, LLCDelaware
61-1706871+#LMI Lakes West Covina Investor, LLCDelaware
32-0414007$LMI Las Colinas Station, LLCDelaware
32-0395213$LMI Naperville Investor, LLCDelaware
37-1709704&LMI Park Central Investor, LLCDelaware
35-2471697LMI-JC Developer, LLCDelaware
38-3875832LMI-JC, LLCDelaware
90-0843143LMI-West Seattle, LLCDelaware
37-1699874LNC at Meadowbrook, LLCIllinois
36-0026164LNC at Ravenna, LLCIllinois
41-2088272LNC Communities I, Inc.Colorado
84-1317557LNC Communities II, LLCColorado
84-1317558!LNC Communities III, Inc.Colorado
84-1361682LNC Communities IV, LLCColorado
84-1512061LNC Communities V, LLCColorado
84-1513989DlmaUI
X.]Hy X- !"#$%&'()*+,-./0123456789: LNC Communities VI, LLC Colorado
84-1556776 !LNC Communities VII, LLC!!Colorado!!
84-1534329!"LNC Communities VIII, LLC""Colorado""
84-1553326%#LNC Pennsylvania Realty, Inc.##Pennsylvania##
23-2991585#$Long Beach Development, LLC$
$Texas$$
26-2321011'%Lori Gardens Associates II, LLC%%
New Jersey%%
20-1944492(& Lori Gardens Associates III, LLC&&
New Jersey&&
20-1944674''Lori Gardens Associates, L.L.C.''
New Jersey''
76-0664697(Lorton Station, LLC((Virginia((
76-0694499)LW D?Andrea, LLC))Delaware))
20-4489534*Madrona Ridge L.L.C.**Illinois**
20-0278584+Madrona Village L.L.C.++Illinois++
36-4343916#,Madrona Village Mews L.L.C.,,Illinois,,
36-0026266-Majestic Woods, LLC--
New Jersey--
74-3001871".Mid-County Utilities, Inc...Maryland..
76-0610395%/Mission Viejo 12S Venture, LP//
California//
33-0615197$0Mission Viejo Holdings, Inc.00
California00
33-07858621NC Properties I, LLC11Delaware11
27-34430432NC Properties II, LLC22Delaware22
27-3443142-3%North American Asset Development, LLC33
California33
68-0239180*4"North American Title Company, Inc.44
California44
94-29002475Northbridge L.L.C.55Illinois55
36-451110267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:5_J&ZTm
=PF0*8X>
@::9988
l ; h
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }+}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)( Northeastern Properties LP, Inc. Nevada
20-2552328"
OHC/Ascot Belle Meade, LLC
Florida
20-3276553One SR, L.P.
Texas
75-3030507,$Palm Gardens At Doral Clubhouse, LLCFlorida
26-0801736"
Palm Gardens at Doral, LLC
Florida
20-3959088 Palm Vista Preserve, LLCFlorida
83-0426521PD-Len Boca Raton, LLCDelaware
20-8734358"PG Properties Holding, LLCNorth Carolina
26-4059800( Pioneer Meadows Development, LLCNevada
20-0939113( Pioneer Meadows Investments, LLCNevada
20-0939094
POMAC, LLCMaryland
11-3708149Prestonfield L.L.C.Illinois
36-4511103Providence Lakes, LLPFlorida
20-1744772
PT Metro, LLCDelaware
45-4508755"Raintree Village II L.L.C.Illinois
20-2118282Raintree Village L.L.C.Illinois
20-0090390!Renaissance Joint VentureFlorida
20-0035665'Reserve @ Pleasant Grove II LLC
New Jersey
90-0527127$Reserve @ Pleasant Grove LLC
New Jersey
90-0527123"Reserve at River Park, LLC
New Jersey
72-1537694&Reserve at South Harrison, LLC
New Jersey
76-0682273Rivendell Joint VentureFlorida
65-0843443Rivenhome CorporationFlorida
76-0569346DlmaUI
:rBhCSx !"#$%&'()*+,-./0123456789: RMV, LLC Maryland None&!Rutenberg Homes of Texas, Inc.!
!Texas!!
76-0215995"Rutenberg Homes, Inc.""Florida""
76-0340291#Rye Hill Company, LLC##New York##
20-0809495($ Ryland Homes of California, Inc.$$Delaware$$
95-2635472 %Ryland Homes Nevada, LLC%%Delaware%%
81-0600913'&S. Florida Construction II, LLC&&Florida&&
72-1567303(' S. Florida Construction III, LLC''Florida''
72-1567302$(S. Florida Construction, LLC((Florida((
71-0949799)San Lucia, LLC))Florida))
20-4372714"*Savannah Development, Ltd.*
*Texas**
76-0654193&+Savell Gulley Development, LLC+
+Texas++
26-2592101,Scarsdale, LTD.,
,Texas,,
27-0080619$-Schulz Ranch Developers, LLC--Delaware--
20-4092311.Seminole/70th, LLC..Florida..
56-2529886#/Siena at Old Orchard L.L.C.//Illinois//
20-14767650South Development, LLC00Florida00
20-25815671Southbank Holding, LLC11Florida11
45-2420546(2 Spanish Springs Development, LLC22Nevada22
76-06722773Spectrum Eastport, LLC33Delaware33
11-36983084SPIC Del Sur, LLC44Delaware44
61-16944445SPIC Dublin, LLC55Delaware55
61-176302967$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:aGBlC T!dXL$=PF0*8X>
@::9988
l ;/4?
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Standard Pacific 1, Inc. Delaware
20-4356066)
!Standard Pacific Investment Corp.
Delaware
26-2204627*"Standard Pacific of Colorado, Inc.Delaware
94-3361834#Standard Pacific of FloridaFlorida
26-4786185,
$Standard Pacific of Florida GP, Inc.
Delaware
20-4356126+#Standard Pacific of Las Vegas, Inc.Delaware
20-2834287/'Standard Pacific of Orange County, Inc.DelawareNone!Standard Pacific of TampaFlorida
81-05792763+Standard Pacific of South Florida GP, Inc.,Delaware
27-0019247.&Standard Pacific of the Carolinas, LLCDelaware
59-3483072/'St. Charles Active Adult Community, LLCMaryland
20-1659598"St. Charles Community, LLCDelaware
82-2955101Stoney CorporationFlorida
59-3374931Stoney Holdings, LLCFlorida
27-5428554#Stoneybrook Clubhouse, Inc.Florida
76-0555539!Stoneybrook Joint VentureFlorida
59-3386329 Strategic Holdings, Inc.Nevada
91-1770357#Strategic Technologies, LLCFlorida
65-0523605"Summerfield Venture L.L.C.Illinois
20-0753624Summerwood, LLCMaryland
27-0045425#SunStreet Energy Group, LLCDelaware
90-0889251TCO QVI, LLCDelaware
45-3568663Temecula Valley, LLC Minnesota
43-1971997DlmaUI
8`}/FPV !"#$%&'()*+,-./0123456789: Terra Division, LLC Minnesota None!The Baywinds Land Trust!!Florida!!
11-65918485"-The Bridges at Rancho Santa Fe Sales Company,""
California""
33-0886703#Inc.1$)The Bridges Club at Rancho Santa Fe, Inc.$$
California$$
33-0867612%%The LNC Northeast Group, Inc.%%Delaware%%
54-1774997*&"The Preserve at Coconut Creek, LLC&&Florida&&
20-3287825'The Ryland Corporation''
California''
95-4868582%(Treasure Island Holdings, LLC((Delaware((
38-3984534)Treviso Holding, LLC))Florida))
45-1961704*U.S. Home Corporation**Delaware**
52-2227619-+%U.S. Home of Arizona Construction Co.++Arizona++
74-2402824,U.S. Home Realty, Inc.,
,Texas,,
76-0136964-U.S.H. Los Prados, Inc.--Nevada--
88-0232393.U.S.H. Realty, Inc...Maryland..
74-2765031/USH - Flag, LLC//Florida//
26-39847760USH Equity Corporation00Nevada00
76-04503411USH LEE, LLC11Florida11
27-53682632USH Woodbridge, Inc.2
2Texas22
76-0561576&3UST Lennar Collateral Sub, LLC33Delaware33
35-2560088!4UST Lennar GP PIS 10, LLC44Delaware44
26-3219799 5UST Lennar GP PIS 7, LLC55Delaware55
26-321917267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:@@:`.Y4vRymE=PF0*8X>
@::9988
l "W]0^
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }
"
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter), $UST Lennar HW Scala SF Joint Venture Delaware
26-3262077
Valencia at Doral, LLC
Florida
20-3959040 Vineyard Point 2009, LLC
California
26-4562548Watermark Realty, Inc.Delaware
65-0619884'
Watermark Realty Referral, Inc.
Florida
59-3227694WCI Communities, Inc.Delaware
27-0472098WCI Communities, LLCDelaware
27-0601855'WCI Communities Management, LLCDelaware
27-0601636&WCI Communities Rivington, LLCDelaware
27-3699386WCI Realty, Inc.Florida
59-3408628&WCI Towers Northeast USA, Inc.Delaware
20-1656944WCP, LLCSouth Carolina
51-0461143-%West Chocolate Bayou Development, LLC
Texas
26-2320867West Lake Village, LLC
New Jersey
23-2861558#West Seattle Project X, LLCDelaware
35-2460935West Van Buren L.L.C.Illinois
36-4347398Westchase, Inc.Nevada
91-1954138"Willowbrook Investors, LLC
New Jersey
76-0687252/'Woodbridge Multifamily Developer I, LLCDelaware
45-2921413Wright Farm, L.L.C.Virginia
76-0629136$____________________________DlmaUI
8l;b=g@a !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U5
CalAtlantic Group, Inc.S-4
04/27/2018+#(Title of the indenture securities) Name Address5
-Superintendent of the Department of Financial
4
,One State Street, New York, N.Y. 10004-1417,)!Services of the State of New Yorkand Albany, N.Y. 12223(
Federal Reserve Bank of New York
/
'33 Liberty Street, New York, N.Y. 10045-%Federal Deposit Insurance Corporation3+550 17 th Street, NW Washington, D.C. 20429-%The Clearing House Association L.L.C.-%100 Broad Street New York, N.Y. 10004$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2}qeY5.Y=PF0*8X>
@
l 2Б
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }=}$ }!}$
2
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 # Dollar amounts in thousands
ASSETS
;3Cash and balances due from depository institutions:1
)Noninterest-bearing balances and currency
~
b
and coin!Interest-bearing balances~
B/Securities:#Held-to-maturity securities~
⡜ %Available-for-sale securities~
b13+Federal funds sold and securities purchased#under agreements to resell:.&Federal funds sold in domestic offices~
-%Securities purchased under agreements~
g to resell.&Loans and lease financing receivables:&Loans and leases held for sale~
,$Loans and leases held for investment~
1)LESS: Allowance for loan and lease losses~
"1)Loans and leases held for investment, net~
of allowanceTrading assets~
80Premises and fixed assets (including capitalized~
TD`
ls7EJX~"Y !"#$%&'()*+,-./01 leases)!Other real estate owned!!~
!>!2"*Investments in unconsolidated subsidiaries""~
"#" #and associated companies/$'Direct and indirect investments in real$$~
$$%estate ventures&Intangible assets:&&&&'Goodwill''~
''(Other intangible assets((~
(B2()Other assets))~
)")*****+Total assets++~
+F+,,,,,-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(zT0>YW=PF0*8X>
@1100//
l 6
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }8}$ }}$
6
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 LIABILITIES
Deposits:
In domestic offices~
BF~Noninterest-bearing~
Interest-bearing
~
B
.&In foreign offices, Edge and Agreement~
subsidiaries, and IBFsNoninterest-bearing~
"NInterest-bearing~
.&Federal funds purchased and securities,$sold under agreements to repurchase:3+Federal funds purchased in domestic offices~
",6.Securities sold under agreements to repurchase~
UTrading liabilities~
b_Other borrowed money:~
87/(includes mortgage indebtedness and obligations!under capitalized leases)Not applicableNot applicable)!Subordinated notes and debentures~
nOther liabilities~
Total liabilities~
Ds@D"
ls7Z W54/P+8 !"#$%&'()*+,-./012345 !EQUITY CAPITAL!!!!-"%Perpetual preferred stock and related""~
""#surplus$Common stock$$~
$bFE$/%'Surplus (exclude all surplus related to%%~
%%&preferred stock)'Retained earnings''~
''.(&Accumulated other comprehensive income(((
-1,140,000(')Other equity capital components))~
))!*Total bank equity capital**~
*bmY*++#Noncontrolling (minority) interests++~
+\+$,in consolidated subsidiaries-Total equity capital--~
-"n-.....,/$Total liabilities and equity capital//~
/F/0000012$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/0LzU9~!iAQ =PF0*8X>
@554433
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0}$ }
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of trustee as specified in its charter) New York
13-5160382&
(Jurisdiction of incorporation
(I.R.S. employer$if not a U.S. national bank)identification no.)*
"225 Liberty Street, New York, N.Y.
~
0((Address of principal executive offices)
(Zip code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|maUI%J2|T=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }}$ }a
?
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Name of Co-Registrant Jurisdiction of I.R.S. Employer
Incorporation or
Identification No.Organization308 Furman, Ltd.
Texas
01-0757175
360 Developers, LLC
Florida
03-0469008Ann Arundel Farms, Ltd.
Texas
76-0594649!Aquaterra Utilities, Inc.Florida
59-3674555Asbury Woods L.L.C.Illinois
36-4491586Astoria Options, LLCDelaware
26-3838861&Autumn Creek Development, Ltd.
Texas
76-0566381
Aylon, LLCDelaware
74-3135055Bainebridge 249, LLCFlorida
45-5434000&Bay Colony Expansion 369, Ltd.
Texas
01-0634897*"Bay River Colony Development, Ltd.
Texas
20-3461912#BB Investment Holdings, LLCNevadaNoneBCI Properties, LLCNevadaNoneBellagio Lennar, LLCFlorida
46-0560657%Belle Meade LEN Holdings, LLCFlorida
27-1137331!Belle Meade Partners, LLCFlorida
20-3287566!Black Mountain Ranch, LLC
California
05-0574025
BPH I, LLCNevada
36-4805238!Bramalea California, Inc.
California
95-3426206Bressi Gardenlane, LLCDelaware
47-0876961D%lmaUI
@U,a ?qM~( !"#$%&'()*+,-./0123456789:;<=> Builders LP, Inc. Delaware
43-1981685!CalAtlantic Group, Inc.!!Delaware!!
82-3291238*""CalAtlantic Homes of Arizona, Inc.""Delaware""
86-0927144*#"CalAtlantic Homes of Georgia, Inc.##Delaware##
82-3201584*$"CalAtlantic Homes of Indiana, Inc.$$Delaware$$
59-2367217(% CalAtlantic Homes of Texas, Inc.%%Delaware%%
20-4356880-&%CalAtlantic Homes of Washington, Inc.&&Delaware&&
82-1659080'CalAtlantic Title, Inc.''Maryland''
52-1640103(Cambria L.L.C.((Illinois((
36-4343919)Cary Woods, LLC))Illinois))
36-4511011$*Casa Marina Development, LLC**Florida**
55-0817596&+Caswell Acquisition Group, LLC++Delaware++None,Cherrytree II LLC,,Maryland,,
75-2988548-CL Ventures, LLC--Florida--
11-3728443.Coco Palm 82, LLC..Florida..
35-2473155/Colonial Heritage LLC//Virginia//
20-06462890Concord Station, LLP00Florida00
20-09864581Coventry L.L.C.11Illinois11
36-4511106"2CP Red Oak Management, LLC2
2Texas22None!3CP Red Oak Partners, Ltd.3
3Texas33
20-10640264 CPFE, LLC44Maryland44
45-5433728"5Creekside Crossing, L.L.C.55Illinois55
43-2052256(6 Danville Tassajara Partners, LLC66Delaware66
20-14612547Darcy-Joliet L.L.C.77Illinois77
20-12904318DBJ Holdings, LLC88Nevada88None$9DTC Holdings of Florida, LLC99Florida99
45-2118119:;$<____________________________1=)Created by Morningstar Document Research.0>(http://documentresearch.morningstar.com/BC
X<\~Jb@ a;=PF0*8X>
@>>==<<
l ;L&
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }m}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Durrell 33, LLC
New Jersey
46-2498666
Estates Seven, LLC
Delaware
52-2274380EV, LLCMarylandNoneEvergreen Village LLCDelaware
59-3801488
Faria Preserve, LLC
Delaware
30-0884474F&R Florida Homes, LLCFlorida
27-2136138)!F&R QVI Home Investments USA, LLCDelaware
20-8024189.&Fidelity Guaranty and Acceptance Corp.Delaware
76-0168225FLORDADE LLCFlorida
38-3832923!Fox-Maple Associates, LLC
New Jersey
43-1997377,$Friendswood Development Company, LLC
Texas
74-2859478Garco Investments, LLCFlorida
65-1151300$Greystone Construction, Inc.Arizona
86-0864245'Greystone Homes of Nevada, Inc.Delaware
88-0412604Greystone Nevada, LLCDelaware
88-0412611Greywall Club L.L.C.Illinois
20-1083688Hammocks Lennar LLCFlorida
47-2295202Harveston, LLCDelaware
02-0613649Haverton L.L.C.Illinois
30-0057181HCC Investors, LLCDelaware
33-0770138Heathcote Commons LLCVirginia
20-1178932( Heritage of Auburn Hills, L.L.C.Michigan
38-3395118$Hewitts Landing Trustee, LLC
Massachusetts
27-2909649DslmaUI
N;i3a(f
M !"#$%&'()*+,-./0123456789:+ #Home Buyer?s Advantage Realty, Inc.
Texas
76-0573246!Homecraft Corporation!
!Texas!!
76-0334090"HTC Golf Club, LLC""Colorado""
26-0312522#Inactive Companies, LLC##Florida##
26-2094631$Independence L.L.C.$$Virginia$$
76-0651137#%Isles at Bayshore Club, LLC%%Florida%%
27-2304291(& Kendall Hammocks Commercial, LLC&&Florida&&
30-0771295&'Lagoon Valley Residential, LLC''
California''
20-2636836#(Lakelands at Easton, L.L.C.((Maryland((
03-0501970$)LB/L-Duc III Antioch 330 LLC))Delaware))None*LCD Asante, LLC**Delaware**
26-1131090+Legends Club, LLC++Florida++
48-1259544,Legends Golf Club, LLC,,Florida,,
59-3691814-LEN - Belle Meade, LLC--Florida--
27-1077754.LEN - Palm Vista, LLC..Florida..
27-1077269/LEN Paradise Cable, LLC//Florida//
27-2559480#0LEN Paradise Operating, LLC00Florida00
27-25593691Len Paradise, LLC11Florida11
27-09505112LEN-CG South, LLC22Florida22
45-45999633
Lencraft, LLC33Maryland33
20-17490154LenFive, LLC44Delaware44
47-56147495LenFive Opco GP, LLC55Delaware55
82-260190067$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:J2n
8aB|N7{oc;=PF0*8X>
@::9988
l <D7Q
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
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CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LenFive Sub, LLC Delaware
37-1796755
LenFive Sub Opco GP, LLC
Delaware
82-2600774LenFive Sub II, LLCDelaware
81-1803170LenFive Sub III, LLCDelaware
37-1824677
LENH I, LLC
Florida
56-2349820Len-Hawks Point, LLCFlorida
45-4049841Lennar Aircraft I, LLCDelaware
20-2424732)!Lennar Arizona Construction, Inc.Arizona
20-5335712Lennar Arizona, Inc.Arizona
20-5335505,$Lennar Associates Management HoldingFlorida
31-1806357Company)!Lennar Associates Management, LLCDelaware
52-2257293Lennar Avenue One, LLCDelaware
46-1440494Lennar Bridges, LLC
California
33-0843355,$Lennar Buffington Colorado Crossing,
Texas
20-2002341L.P.-%Lennar Buffington Zachary Scott, L.P.
Texas
20-1577414Lennar Carolinas, LLCDelaware
20-3150607 Lennar Central Park, LLCDelaware
20-1087322)!Lennar Central Region Sweep, Inc.Nevada
65-1111068"Lennar Central Texas, L.P.
Texas
20-5336543Lennar Chicago, Inc.Illinois
36-3971759$Lennar Colorado Minerals LLCColoradoNoneDlmaUI
I.i)Cqa(V !"#$%&'()*+,-./0123456789:; Lennar Colorado, LLC Colorado
20-0451796,!$Lennar Communities Development, Inc.!!Delaware!!
86-0262130&"Lennar Communities Nevada, LLC""Nevada""
20-3035653,#$Lennar Communities of Chicago L.L.C.##Illinois##
20-2036535 $Lennar Communities, Inc.$$
California$$
33-0855007!%Lennar Construction, Inc.%%Arizona%%
86-0972186&Lennar Courts, LLC&&Florida&&
46-3122365'Lennar Developers, Inc.''Florida''
48-1259540*("Lennar Family of Builders GP, Inc.((Delaware((
43-19816915)-Lennar Family of Builders Limited Partnership))Delaware))
43-1981697*Lennar Flamingo, LLC**Florida**
46-3111056+Lennar Fresno, Inc.++
California++
33-1008718,Lennar Gardens, LLC,,Florida,,
27-4501329-Lennar Georgia, Inc.--Georgia--
20-8892316'.Lennar Greer Ranch Venture, LLC..
California..
33-0888370#/Lennar Heritage Fields, LLC//
California//
27-3194383$0Lennar Hingham Holdings, LLC00Delaware00
20-28660901Lennar Hingham JV, LLC11Delaware11
20-2866001!2Lennar Homes Holding, LLC22Delaware22
16-16412333Lennar Homes NJ, LLC33Delaware33
45-2921631%4Lennar Homes of Arizona, Inc.44Arizona44
65-0163412(5 Lennar Homes of California, Inc.55
California55
93-1223261&6Lennar Homes of Tennessee, LLC66Delaware66
32-040723778$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<A,P#OsOu@tX=PF0*8X>
@;;::99
l <"oB{
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U5}$ }}$ }
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CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)4 ,Lennar Homes of Texas Land and Construction,
Texas
75-2792018
Ltd.2*Lennar Homes of Texas Sales and Marketing,
Texas
75-2792019Ltd.
Lennar Homes, LLC
Florida
59-07115054,Lennar Imperial Holdings Limited PartnershipDelaware
20-2552367)!Lennar International Holding, LLCDelaware
46-1347038!Lennar International, LLCDelaware
61-1697090Lennar Layton, LLCDelaware
26-3797850Lennar Lytle, LLCDelaware
20-2374724Lennar Mare Island, LLC
California
33-0789053$Lennar Marina A Funding, LLCDelaware
27-0762082-%Lennar Massachusetts Properties, Inc.Delaware
20-2681100Lennar Middletown, LLC
New Jersey
45-5441987+#Lennar Multifamily Communities, LLCDelaware
45-2701002*"Lennar New Jersey Properties, Inc.Delaware
20-2681142Lennar New York, LLCNew York
20-3160452'Lennar Northeast Properties LLC
New Jersey
20-4874094)!Lennar Northeast Properties, Inc.Nevada
20-2552288Lennar Northwest, Inc.Delaware
45-2978961-%Lennar Pacific Properties Management,Delaware
30-0139878Inc.'Lennar Pacific Properties, Inc.Delaware
88-0412607D lmaUI
)S-Py 8g !"#$%&'()*+,-./0123456789:; Lennar Pacific, Inc. Delaware
88-0412608"!Lennar PI Acquisition, LLC!!
New Jersey!!
26-1531638+"#Lennar PI Property Acquisition, LLC""
New Jersey""
26-1531376*#"Lennar PIS Management Company, LLC##Delaware##
26-3218984$Lennar Point, LLC$$
New Jersey$$
46-0534484'%Lennar Port Imperial South, LLC%%Delaware%%
20-2552353&Lennar Realty, Inc.&&Florida&&
76-0683361'Lennar Reno, LLC''Nevada''
22-3895412#(Lennar Rialto Investment LP((Delaware((
27-14378794),Lennar Riverside West Urban Renewal Company,))
New Jersey))
20-2562043*L.L.C."+Lennar Riverside West, LLC++Delaware++
20-2552385,Lennar Sacramento, Inc.,,
California,,
33-0794993-Lennar Sales Corp.--
California--
95-4716082&.Lennar Southwest Holding Corp...Nevada..
91-1933536&/Lennar Spencer?s Crossing, LLC//Delaware//
20-2906597$0Lennar Texas Holding Company0
0Texas00
75-2788257"1Lennar Trading Company, LP1
1Texas11
72-15740892Lennar Ventures, LLC22Florida22
26-31035053Lennar West Valley, LLC33
California33
20-13428544Lennar.com Inc.44Florida44
65-0980149&5Lennar/LNR Camino Palomar, LLC55
California55
90-0159727%6Lennar-Lantana Boatyard, Inc.66Florida66
56-232110078$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<4Q#^h5b5k=PF0*8X>
@;;::99
l ;
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }<}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LEN-Ryan 1, LLC Florida None
Len-Verandahs, LLP
Florida
20-3021304LH Eastwind, LLCFlorida
20-0097714'LH-EH Layton Lakes Estates, LLCArizona
04-3741040
LHI Renaissance, LLC
Florida
02-0680656LMC Construction, LLCDelaware
36-4747722( LMC Malden Station Investor, LLCDelaware
30-0754847LMI Contractors, LLCDelaware
80-0838150( LMI Glencoe Dallas Investor, LLCDelaware
61-1706871+#LMI Lakes West Covina Investor, LLCDelaware
32-0414007$LMI Las Colinas Station, LLCDelaware
32-0395213$LMI Naperville Investor, LLCDelaware
37-1709704&LMI Park Central Investor, LLCDelaware
35-2471697LMI-JC Developer, LLCDelaware
38-3875832LMI-JC, LLCDelaware
90-0843143LMI-West Seattle, LLCDelaware
37-1699874LNC at Meadowbrook, LLCIllinois
36-0026164LNC at Ravenna, LLCIllinois
41-2088272LNC Communities I, Inc.Colorado
84-1317557LNC Communities II, LLCColorado
84-1317558!LNC Communities III, Inc.Colorado
84-1361682LNC Communities IV, LLCColorado
84-1512061LNC Communities V, LLCColorado
84-1513989DlmaUI
X.]Hy X- !"#$%&'()*+,-./0123456789: LNC Communities VI, LLC Colorado
84-1556776 !LNC Communities VII, LLC!!Colorado!!
84-1534329!"LNC Communities VIII, LLC""Colorado""
84-1553326%#LNC Pennsylvania Realty, Inc.##Pennsylvania##
23-2991585#$Long Beach Development, LLC$
$Texas$$
26-2321011'%Lori Gardens Associates II, LLC%%
New Jersey%%
20-1944492(& Lori Gardens Associates III, LLC&&
New Jersey&&
20-1944674''Lori Gardens Associates, L.L.C.''
New Jersey''
76-0664697(Lorton Station, LLC((Virginia((
76-0694499)LW D?Andrea, LLC))Delaware))
20-4489534*Madrona Ridge L.L.C.**Illinois**
20-0278584+Madrona Village L.L.C.++Illinois++
36-4343916#,Madrona Village Mews L.L.C.,,Illinois,,
36-0026266-Majestic Woods, LLC--
New Jersey--
74-3001871".Mid-County Utilities, Inc...Maryland..
76-0610395%/Mission Viejo 12S Venture, LP//
California//
33-0615197$0Mission Viejo Holdings, Inc.00
California00
33-07858621NC Properties I, LLC11Delaware11
27-34430432NC Properties II, LLC22Delaware22
27-3443142-3%North American Asset Development, LLC33
California33
68-0239180*4"North American Title Company, Inc.44
California44
94-29002475Northbridge L.L.C.55Illinois55
36-451110267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:5_J&ZTm
=PF0*8X>
@::9988
l ;-
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }+}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)( Northeastern Properties LP, Inc. Nevada
20-2552328"
OHC/Ascot Belle Meade, LLC
Florida
20-3276553One SR, L.P.
Texas
75-3030507,$Palm Gardens At Doral Clubhouse, LLCFlorida
26-0801736"
Palm Gardens at Doral, LLC
Florida
20-3959088 Palm Vista Preserve, LLCFlorida
83-0426521PD-Len Boca Raton, LLCDelaware
20-8734358"PG Properties Holding, LLCNorth Carolina
26-4059800( Pioneer Meadows Development, LLCNevada
20-0939113( Pioneer Meadows Investments, LLCNevada
20-0939094
POMAC, LLCMaryland
11-3708149Prestonfield L.L.C.Illinois
36-4511103Providence Lakes, LLPFlorida
20-1744772
PT Metro, LLCDelaware
45-4508755"Raintree Village II L.L.C.Illinois
20-2118282Raintree Village L.L.C.Illinois
20-0090390!Renaissance Joint VentureFlorida
20-0035665'Reserve @ Pleasant Grove II LLC
New Jersey
90-0527127$Reserve @ Pleasant Grove LLC
New Jersey
90-0527123"Reserve at River Park, LLC
New Jersey
72-1537694&Reserve at South Harrison, LLC
New Jersey
76-0682273Rivendell Joint VentureFlorida
65-0843443Rivenhome CorporationFlorida
76-0569346DlmaUI
:rBhCSx !"#$%&'()*+,-./0123456789: RMV, LLC Maryland None&!Rutenberg Homes of Texas, Inc.!
!Texas!!
76-0215995"Rutenberg Homes, Inc.""Florida""
76-0340291#Rye Hill Company, LLC##New York##
20-0809495($ Ryland Homes of California, Inc.$$Delaware$$
95-2635472 %Ryland Homes Nevada, LLC%%Delaware%%
81-0600913'&S. Florida Construction II, LLC&&Florida&&
72-1567303(' S. Florida Construction III, LLC''Florida''
72-1567302$(S. Florida Construction, LLC((Florida((
71-0949799)San Lucia, LLC))Florida))
20-4372714"*Savannah Development, Ltd.*
*Texas**
76-0654193&+Savell Gulley Development, LLC+
+Texas++
26-2592101,Scarsdale, LTD.,
,Texas,,
27-0080619$-Schulz Ranch Developers, LLC--Delaware--
20-4092311.Seminole/70th, LLC..Florida..
56-2529886#/Siena at Old Orchard L.L.C.//Illinois//
20-14767650South Development, LLC00Florida00
20-25815671Southbank Holding, LLC11Florida11
45-2420546(2 Spanish Springs Development, LLC22Nevada22
76-06722773Spectrum Eastport, LLC33Delaware33
11-36983084SPIC Del Sur, LLC44Delaware44
61-16944445SPIC Dublin, LLC55Delaware55
61-176302967$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:aGBlC T!dXL$=PF0*8X>
@::9988
l ;%
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Standard Pacific 1, Inc. Delaware
20-4356066)
!Standard Pacific Investment Corp.
Delaware
26-2204627*"Standard Pacific of Colorado, Inc.Delaware
94-3361834#Standard Pacific of FloridaFlorida
26-4786185,
$Standard Pacific of Florida GP, Inc.
Delaware
20-4356126+#Standard Pacific of Las Vegas, Inc.Delaware
20-2834287/'Standard Pacific of Orange County, Inc.DelawareNone!Standard Pacific of TampaFlorida
81-05792763+Standard Pacific of South Florida GP, Inc.,Delaware
27-0019247.&Standard Pacific of the Carolinas, LLCDelaware
59-3483072/'St. Charles Active Adult Community, LLCMaryland
20-1659598"St. Charles Community, LLCDelaware
82-2955101Stoney CorporationFlorida
59-3374931Stoney Holdings, LLCFlorida
27-5428554#Stoneybrook Clubhouse, Inc.Florida
76-0555539!Stoneybrook Joint VentureFlorida
59-3386329 Strategic Holdings, Inc.Nevada
91-1770357#Strategic Technologies, LLCFlorida
65-0523605"Summerfield Venture L.L.C.Illinois
20-0753624Summerwood, LLCMaryland
27-0045425#SunStreet Energy Group, LLCDelaware
90-0889251TCO QVI, LLCDelaware
45-3568663Temecula Valley, LLC Minnesota
43-1971997DlmaUI
8`}/FPV !"#$%&'()*+,-./0123456789: Terra Division, LLC Minnesota None!The Baywinds Land Trust!!Florida!!
11-65918485"-The Bridges at Rancho Santa Fe Sales Company,""
California""
33-0886703#Inc.1$)The Bridges Club at Rancho Santa Fe, Inc.$$
California$$
33-0867612%%The LNC Northeast Group, Inc.%%Delaware%%
54-1774997*&"The Preserve at Coconut Creek, LLC&&Florida&&
20-3287825'The Ryland Corporation''
California''
95-4868582%(Treasure Island Holdings, LLC((Delaware((
38-3984534)Treviso Holding, LLC))Florida))
45-1961704*U.S. Home Corporation**Delaware**
52-2227619-+%U.S. Home of Arizona Construction Co.++Arizona++
74-2402824,U.S. Home Realty, Inc.,
,Texas,,
76-0136964-U.S.H. Los Prados, Inc.--Nevada--
88-0232393.U.S.H. Realty, Inc...Maryland..
74-2765031/USH - Flag, LLC//Florida//
26-39847760USH Equity Corporation00Nevada00
76-04503411USH LEE, LLC11Florida11
27-53682632USH Woodbridge, Inc.2
2Texas22
76-0561576&3UST Lennar Collateral Sub, LLC33Delaware33
35-2560088!4UST Lennar GP PIS 10, LLC44Delaware44
26-3219799 5UST Lennar GP PIS 7, LLC55Delaware55
26-321917267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:@@:`.Y4vRymE=PF0*8X>
@::9988
l "
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }
"
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter), $UST Lennar HW Scala SF Joint Venture Delaware
26-3262077
Valencia at Doral, LLC
Florida
20-3959040 Vineyard Point 2009, LLC
California
26-4562548Watermark Realty, Inc.Delaware
65-0619884'
Watermark Realty Referral, Inc.
Florida
59-3227694WCI Communities, Inc.Delaware
27-0472098WCI Communities, LLCDelaware
27-0601855'WCI Communities Management, LLCDelaware
27-0601636&WCI Communities Rivington, LLCDelaware
27-3699386WCI Realty, Inc.Florida
59-3408628&WCI Towers Northeast USA, Inc.Delaware
20-1656944WCP, LLCSouth Carolina
51-0461143-%West Chocolate Bayou Development, LLC
Texas
26-2320867West Lake Village, LLC
New Jersey
23-2861558#West Seattle Project X, LLCDelaware
35-2460935West Van Buren L.L.C.Illinois
36-4347398Westchase, Inc.Nevada
91-1954138"Willowbrook Investors, LLC
New Jersey
76-0687252/'Woodbridge Multifamily Developer I, LLCDelaware
45-2921413Wright Farm, L.L.C.Virginia
76-0629136$____________________________DlmaUI
8l;b=g@a !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
l 0
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U5
CalAtlantic Group, Inc.S-4
04/27/2018+#(Title of the indenture securities) Name Address5
-Superintendent of the Department of Financial
4
,One State Street, New York, N.Y. 10004-1417,)!Services of the State of New Yorkand Albany, N.Y. 12223(
Federal Reserve Bank of New York
/
'33 Liberty Street, New York, N.Y. 10045-%Federal Deposit Insurance Corporation3+550 17 th Street, NW Washington, D.C. 20429-%The Clearing House Association L.L.C.-%100 Broad Street New York, N.Y. 10004$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2}qeY5.Y=PF0*8X>
@
l 2>L R
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }=}$ }!}$
2
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 # Dollar amounts in thousands
ASSETS
;3Cash and balances due from depository institutions:1
)Noninterest-bearing balances and currency
~
b
and coin!Interest-bearing balances~
B/Securities:#Held-to-maturity securities~
⡜ %Available-for-sale securities~
b13+Federal funds sold and securities purchased#under agreements to resell:.&Federal funds sold in domestic offices~
-%Securities purchased under agreements~
g to resell.&Loans and lease financing receivables:&Loans and leases held for sale~
,$Loans and leases held for investment~
1)LESS: Allowance for loan and lease losses~
"1)Loans and leases held for investment, net~
of allowanceTrading assets~
80Premises and fixed assets (including capitalized~
TD`
ls7EJX~"Y !"#$%&'()*+,-./01 leases)!Other real estate owned!!~
!>!2"*Investments in unconsolidated subsidiaries""~
"#" #and associated companies/$'Direct and indirect investments in real$$~
$$%estate ventures&Intangible assets:&&&&'Goodwill''~
''(Other intangible assets((~
(B2()Other assets))~
)")*****+Total assets++~
+F+,,,,,-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(zT0>YW=PF0*8X>
@1100//
l 6m u
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }8}$ }}$
6
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 LIABILITIES
Deposits:
In domestic offices~
BF~Noninterest-bearing~
Interest-bearing
~
B
.&In foreign offices, Edge and Agreement~
subsidiaries, and IBFsNoninterest-bearing~
"NInterest-bearing~
.&Federal funds purchased and securities,$sold under agreements to repurchase:3+Federal funds purchased in domestic offices~
",6.Securities sold under agreements to repurchase~
UTrading liabilities~
b_Other borrowed money:~
87/(includes mortgage indebtedness and obligations!under capitalized leases)Not applicableNot applicable)!Subordinated notes and debentures~
nOther liabilities~
Total liabilities~
Ds@D"
ls7Z W54/P+8 !"#$%&'()*+,-./012345 !EQUITY CAPITAL!!!!-"%Perpetual preferred stock and related""~
""#surplus$Common stock$$~
$bFE$/%'Surplus (exclude all surplus related to%%~
%%&preferred stock)'Retained earnings''~
''.(&Accumulated other comprehensive income(((
-1,140,000(')Other equity capital components))~
))!*Total bank equity capital**~
*bmY*++#Noncontrolling (minority) interests++~
+\+$,in consolidated subsidiaries-Total equity capital--~
-"n-.....,/$Total liabilities and equity capital//~
/F/0000012$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/0LzU9~!iAQ =PF0*8X>
@554433
l
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0}$ }
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of trustee as specified in its charter) New York
13-5160382&
(Jurisdiction of incorporation
(I.R.S. employer$if not a U.S. national bank)identification no.)*
"225 Liberty Street, New York, N.Y.
~
0((Address of principal executive offices)
(Zip code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|maUI%J2|T=PF0*8X>
@
l ?ԩ _
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }}$ }a
?
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Name of Co-Registrant Jurisdiction of I.R.S. Employer
Incorporation or
Identification No.Organization308 Furman, Ltd.
Texas
01-0757175
360 Developers, LLC
Florida
03-0469008Ann Arundel Farms, Ltd.
Texas
76-0594649!Aquaterra Utilities, Inc.Florida
59-3674555Asbury Woods L.L.C.Illinois
36-4491586Astoria Options, LLCDelaware
26-3838861&Autumn Creek Development, Ltd.
Texas
76-0566381
Aylon, LLCDelaware
74-3135055Bainebridge 249, LLCFlorida
45-5434000&Bay Colony Expansion 369, Ltd.
Texas
01-0634897*"Bay River Colony Development, Ltd.
Texas
20-3461912#BB Investment Holdings, LLCNevadaNoneBCI Properties, LLCNevadaNoneBellagio Lennar, LLCFlorida
46-0560657%Belle Meade LEN Holdings, LLCFlorida
27-1137331!Belle Meade Partners, LLCFlorida
20-3287566!Black Mountain Ranch, LLC
California
05-0574025
BPH I, LLCNevada
36-4805238!Bramalea California, Inc.
California
95-3426206Bressi Gardenlane, LLCDelaware
47-0876961D%lmaUI
@U,a ?qM~( !"#$%&'()*+,-./0123456789:;<=> Builders LP, Inc. Delaware
43-1981685!CalAtlantic Group, Inc.!!Delaware!!
82-3291238*""CalAtlantic Homes of Arizona, Inc.""Delaware""
86-0927144*#"CalAtlantic Homes of Georgia, Inc.##Delaware##
82-3201584*$"CalAtlantic Homes of Indiana, Inc.$$Delaware$$
59-2367217(% CalAtlantic Homes of Texas, Inc.%%Delaware%%
20-4356880-&%CalAtlantic Homes of Washington, Inc.&&Delaware&&
82-1659080'CalAtlantic Title, Inc.''Maryland''
52-1640103(Cambria L.L.C.((Illinois((
36-4343919)Cary Woods, LLC))Illinois))
36-4511011$*Casa Marina Development, LLC**Florida**
55-0817596&+Caswell Acquisition Group, LLC++Delaware++None,Cherrytree II LLC,,Maryland,,
75-2988548-CL Ventures, LLC--Florida--
11-3728443.Coco Palm 82, LLC..Florida..
35-2473155/Colonial Heritage LLC//Virginia//
20-06462890Concord Station, LLP00Florida00
20-09864581Coventry L.L.C.11Illinois11
36-4511106"2CP Red Oak Management, LLC2
2Texas22None!3CP Red Oak Partners, Ltd.3
3Texas33
20-10640264 CPFE, LLC44Maryland44
45-5433728"5Creekside Crossing, L.L.C.55Illinois55
43-2052256(6 Danville Tassajara Partners, LLC66Delaware66
20-14612547Darcy-Joliet L.L.C.77Illinois77
20-12904318DBJ Holdings, LLC88Nevada88None$9DTC Holdings of Florida, LLC99Florida99
45-2118119:;$<____________________________1=)Created by Morningstar Document Research.0>(http://documentresearch.morningstar.com/BC
X<\~Jb@ a;=PF0*8X>
@>>==<<
l ; L
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }m}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Durrell 33, LLC
New Jersey
46-2498666
Estates Seven, LLC
Delaware
52-2274380EV, LLCMarylandNoneEvergreen Village LLCDelaware
59-3801488
Faria Preserve, LLC
Delaware
30-0884474F&R Florida Homes, LLCFlorida
27-2136138)!F&R QVI Home Investments USA, LLCDelaware
20-8024189.&Fidelity Guaranty and Acceptance Corp.Delaware
76-0168225FLORDADE LLCFlorida
38-3832923!Fox-Maple Associates, LLC
New Jersey
43-1997377,$Friendswood Development Company, LLC
Texas
74-2859478Garco Investments, LLCFlorida
65-1151300$Greystone Construction, Inc.Arizona
86-0864245'Greystone Homes of Nevada, Inc.Delaware
88-0412604Greystone Nevada, LLCDelaware
88-0412611Greywall Club L.L.C.Illinois
20-1083688Hammocks Lennar LLCFlorida
47-2295202Harveston, LLCDelaware
02-0613649Haverton L.L.C.Illinois
30-0057181HCC Investors, LLCDelaware
33-0770138Heathcote Commons LLCVirginia
20-1178932( Heritage of Auburn Hills, L.L.C.Michigan
38-3395118$Hewitts Landing Trustee, LLC
Massachusetts
27-2909649DslmaUI
N;i3a(f
M !"#$%&'()*+,-./0123456789:+ #Home Buyer?s Advantage Realty, Inc.
Texas
76-0573246!Homecraft Corporation!
!Texas!!
76-0334090"HTC Golf Club, LLC""Colorado""
26-0312522#Inactive Companies, LLC##Florida##
26-2094631$Independence L.L.C.$$Virginia$$
76-0651137#%Isles at Bayshore Club, LLC%%Florida%%
27-2304291(& Kendall Hammocks Commercial, LLC&&Florida&&
30-0771295&'Lagoon Valley Residential, LLC''
California''
20-2636836#(Lakelands at Easton, L.L.C.((Maryland((
03-0501970$)LB/L-Duc III Antioch 330 LLC))Delaware))None*LCD Asante, LLC**Delaware**
26-1131090+Legends Club, LLC++Florida++
48-1259544,Legends Golf Club, LLC,,Florida,,
59-3691814-LEN - Belle Meade, LLC--Florida--
27-1077754.LEN - Palm Vista, LLC..Florida..
27-1077269/LEN Paradise Cable, LLC//Florida//
27-2559480#0LEN Paradise Operating, LLC00Florida00
27-25593691Len Paradise, LLC11Florida11
27-09505112LEN-CG South, LLC22Florida22
45-45999633
Lencraft, LLC33Maryland33
20-17490154LenFive, LLC44Delaware44
47-56147495LenFive Opco GP, LLC55Delaware55
82-260190067$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:J2n
8aB|N7{oc;=PF0*8X>
@::9988
l <
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
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CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LenFive Sub, LLC Delaware
37-1796755
LenFive Sub Opco GP, LLC
Delaware
82-2600774LenFive Sub II, LLCDelaware
81-1803170LenFive Sub III, LLCDelaware
37-1824677
LENH I, LLC
Florida
56-2349820Len-Hawks Point, LLCFlorida
45-4049841Lennar Aircraft I, LLCDelaware
20-2424732)!Lennar Arizona Construction, Inc.Arizona
20-5335712Lennar Arizona, Inc.Arizona
20-5335505,$Lennar Associates Management HoldingFlorida
31-1806357Company)!Lennar Associates Management, LLCDelaware
52-2257293Lennar Avenue One, LLCDelaware
46-1440494Lennar Bridges, LLC
California
33-0843355,$Lennar Buffington Colorado Crossing,
Texas
20-2002341L.P.-%Lennar Buffington Zachary Scott, L.P.
Texas
20-1577414Lennar Carolinas, LLCDelaware
20-3150607 Lennar Central Park, LLCDelaware
20-1087322)!Lennar Central Region Sweep, Inc.Nevada
65-1111068"Lennar Central Texas, L.P.
Texas
20-5336543Lennar Chicago, Inc.Illinois
36-3971759$Lennar Colorado Minerals LLCColoradoNoneDlmaUI
I.i)Cqa(V !"#$%&'()*+,-./0123456789:; Lennar Colorado, LLC Colorado
20-0451796,!$Lennar Communities Development, Inc.!!Delaware!!
86-0262130&"Lennar Communities Nevada, LLC""Nevada""
20-3035653,#$Lennar Communities of Chicago L.L.C.##Illinois##
20-2036535 $Lennar Communities, Inc.$$
California$$
33-0855007!%Lennar Construction, Inc.%%Arizona%%
86-0972186&Lennar Courts, LLC&&Florida&&
46-3122365'Lennar Developers, Inc.''Florida''
48-1259540*("Lennar Family of Builders GP, Inc.((Delaware((
43-19816915)-Lennar Family of Builders Limited Partnership))Delaware))
43-1981697*Lennar Flamingo, LLC**Florida**
46-3111056+Lennar Fresno, Inc.++
California++
33-1008718,Lennar Gardens, LLC,,Florida,,
27-4501329-Lennar Georgia, Inc.--Georgia--
20-8892316'.Lennar Greer Ranch Venture, LLC..
California..
33-0888370#/Lennar Heritage Fields, LLC//
California//
27-3194383$0Lennar Hingham Holdings, LLC00Delaware00
20-28660901Lennar Hingham JV, LLC11Delaware11
20-2866001!2Lennar Homes Holding, LLC22Delaware22
16-16412333Lennar Homes NJ, LLC33Delaware33
45-2921631%4Lennar Homes of Arizona, Inc.44Arizona44
65-0163412(5 Lennar Homes of California, Inc.55
California55
93-1223261&6Lennar Homes of Tennessee, LLC66Delaware66
32-040723778$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<A,P#OsOu@tX=PF0*8X>
@;;::99
l <)
5
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U5}$ }}$ }
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CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)4 ,Lennar Homes of Texas Land and Construction,
Texas
75-2792018
Ltd.2*Lennar Homes of Texas Sales and Marketing,
Texas
75-2792019Ltd.
Lennar Homes, LLC
Florida
59-07115054,Lennar Imperial Holdings Limited PartnershipDelaware
20-2552367)!Lennar International Holding, LLCDelaware
46-1347038!Lennar International, LLCDelaware
61-1697090Lennar Layton, LLCDelaware
26-3797850Lennar Lytle, LLCDelaware
20-2374724Lennar Mare Island, LLC
California
33-0789053$Lennar Marina A Funding, LLCDelaware
27-0762082-%Lennar Massachusetts Properties, Inc.Delaware
20-2681100Lennar Middletown, LLC
New Jersey
45-5441987+#Lennar Multifamily Communities, LLCDelaware
45-2701002*"Lennar New Jersey Properties, Inc.Delaware
20-2681142Lennar New York, LLCNew York
20-3160452'Lennar Northeast Properties LLC
New Jersey
20-4874094)!Lennar Northeast Properties, Inc.Nevada
20-2552288Lennar Northwest, Inc.Delaware
45-2978961-%Lennar Pacific Properties Management,Delaware
30-0139878Inc.'Lennar Pacific Properties, Inc.Delaware
88-0412607D lmaUI
)S-Py 8g !"#$%&'()*+,-./0123456789:; Lennar Pacific, Inc. Delaware
88-0412608"!Lennar PI Acquisition, LLC!!
New Jersey!!
26-1531638+"#Lennar PI Property Acquisition, LLC""
New Jersey""
26-1531376*#"Lennar PIS Management Company, LLC##Delaware##
26-3218984$Lennar Point, LLC$$
New Jersey$$
46-0534484'%Lennar Port Imperial South, LLC%%Delaware%%
20-2552353&Lennar Realty, Inc.&&Florida&&
76-0683361'Lennar Reno, LLC''Nevada''
22-3895412#(Lennar Rialto Investment LP((Delaware((
27-14378794),Lennar Riverside West Urban Renewal Company,))
New Jersey))
20-2562043*L.L.C."+Lennar Riverside West, LLC++Delaware++
20-2552385,Lennar Sacramento, Inc.,,
California,,
33-0794993-Lennar Sales Corp.--
California--
95-4716082&.Lennar Southwest Holding Corp...Nevada..
91-1933536&/Lennar Spencer?s Crossing, LLC//Delaware//
20-2906597$0Lennar Texas Holding Company0
0Texas00
75-2788257"1Lennar Trading Company, LP1
1Texas11
72-15740892Lennar Ventures, LLC22Florida22
26-31035053Lennar West Valley, LLC33
California33
20-13428544Lennar.com Inc.44Florida44
65-0980149&5Lennar/LNR Camino Palomar, LLC55
California55
90-0159727%6Lennar-Lantana Boatyard, Inc.66Florida66
56-232110078$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<4Q#^h5b5k=PF0*8X>
@;;::99
l ;T
`
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }<}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LEN-Ryan 1, LLC Florida None
Len-Verandahs, LLP
Florida
20-3021304LH Eastwind, LLCFlorida
20-0097714'LH-EH Layton Lakes Estates, LLCArizona
04-3741040
LHI Renaissance, LLC
Florida
02-0680656LMC Construction, LLCDelaware
36-4747722( LMC Malden Station Investor, LLCDelaware
30-0754847LMI Contractors, LLCDelaware
80-0838150( LMI Glencoe Dallas Investor, LLCDelaware
61-1706871+#LMI Lakes West Covina Investor, LLCDelaware
32-0414007$LMI Las Colinas Station, LLCDelaware
32-0395213$LMI Naperville Investor, LLCDelaware
37-1709704&LMI Park Central Investor, LLCDelaware
35-2471697LMI-JC Developer, LLCDelaware
38-3875832LMI-JC, LLCDelaware
90-0843143LMI-West Seattle, LLCDelaware
37-1699874LNC at Meadowbrook, LLCIllinois
36-0026164LNC at Ravenna, LLCIllinois
41-2088272LNC Communities I, Inc.Colorado
84-1317557LNC Communities II, LLCColorado
84-1317558!LNC Communities III, Inc.Colorado
84-1361682LNC Communities IV, LLCColorado
84-1512061LNC Communities V, LLCColorado
84-1513989DlmaUI
X.]Hy X- !"#$%&'()*+,-./0123456789: LNC Communities VI, LLC Colorado
84-1556776 !LNC Communities VII, LLC!!Colorado!!
84-1534329!"LNC Communities VIII, LLC""Colorado""
84-1553326%#LNC Pennsylvania Realty, Inc.##Pennsylvania##
23-2991585#$Long Beach Development, LLC$
$Texas$$
26-2321011'%Lori Gardens Associates II, LLC%%
New Jersey%%
20-1944492(& Lori Gardens Associates III, LLC&&
New Jersey&&
20-1944674''Lori Gardens Associates, L.L.C.''
New Jersey''
76-0664697(Lorton Station, LLC((Virginia((
76-0694499)LW D?Andrea, LLC))Delaware))
20-4489534*Madrona Ridge L.L.C.**Illinois**
20-0278584+Madrona Village L.L.C.++Illinois++
36-4343916#,Madrona Village Mews L.L.C.,,Illinois,,
36-0026266-Majestic Woods, LLC--
New Jersey--
74-3001871".Mid-County Utilities, Inc...Maryland..
76-0610395%/Mission Viejo 12S Venture, LP//
California//
33-0615197$0Mission Viejo Holdings, Inc.00
California00
33-07858621NC Properties I, LLC11Delaware11
27-34430432NC Properties II, LLC22Delaware22
27-3443142-3%North American Asset Development, LLC33
California33
68-0239180*4"North American Title Company, Inc.44
California44
94-29002475Northbridge L.L.C.55Illinois55
36-451110267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:5_J&ZTm
=PF0*8X>
@::9988
l ;~
D
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }+}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)( Northeastern Properties LP, Inc. Nevada
20-2552328"
OHC/Ascot Belle Meade, LLC
Florida
20-3276553One SR, L.P.
Texas
75-3030507,$Palm Gardens At Doral Clubhouse, LLCFlorida
26-0801736"
Palm Gardens at Doral, LLC
Florida
20-3959088 Palm Vista Preserve, LLCFlorida
83-0426521PD-Len Boca Raton, LLCDelaware
20-8734358"PG Properties Holding, LLCNorth Carolina
26-4059800( Pioneer Meadows Development, LLCNevada
20-0939113( Pioneer Meadows Investments, LLCNevada
20-0939094
POMAC, LLCMaryland
11-3708149Prestonfield L.L.C.Illinois
36-4511103Providence Lakes, LLPFlorida
20-1744772
PT Metro, LLCDelaware
45-4508755"Raintree Village II L.L.C.Illinois
20-2118282Raintree Village L.L.C.Illinois
20-0090390!Renaissance Joint VentureFlorida
20-0035665'Reserve @ Pleasant Grove II LLC
New Jersey
90-0527127$Reserve @ Pleasant Grove LLC
New Jersey
90-0527123"Reserve at River Park, LLC
New Jersey
72-1537694&Reserve at South Harrison, LLC
New Jersey
76-0682273Rivendell Joint VentureFlorida
65-0843443Rivenhome CorporationFlorida
76-0569346DlmaUI
:rBhCSx !"#$%&'()*+,-./0123456789: RMV, LLC Maryland None&!Rutenberg Homes of Texas, Inc.!
!Texas!!
76-0215995"Rutenberg Homes, Inc.""Florida""
76-0340291#Rye Hill Company, LLC##New York##
20-0809495($ Ryland Homes of California, Inc.$$Delaware$$
95-2635472 %Ryland Homes Nevada, LLC%%Delaware%%
81-0600913'&S. Florida Construction II, LLC&&Florida&&
72-1567303(' S. Florida Construction III, LLC''Florida''
72-1567302$(S. Florida Construction, LLC((Florida((
71-0949799)San Lucia, LLC))Florida))
20-4372714"*Savannah Development, Ltd.*
*Texas**
76-0654193&+Savell Gulley Development, LLC+
+Texas++
26-2592101,Scarsdale, LTD.,
,Texas,,
27-0080619$-Schulz Ranch Developers, LLC--Delaware--
20-4092311.Seminole/70th, LLC..Florida..
56-2529886#/Siena at Old Orchard L.L.C.//Illinois//
20-14767650South Development, LLC00Florida00
20-25815671Southbank Holding, LLC11Florida11
45-2420546(2 Spanish Springs Development, LLC22Nevada22
76-06722773Spectrum Eastport, LLC33Delaware33
11-36983084SPIC Del Sur, LLC44Delaware44
61-16944445SPIC Dublin, LLC55Delaware55
61-176302967$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:aGBlC T!dXL$=PF0*8X>
@::9988
l ;
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Standard Pacific 1, Inc. Delaware
20-4356066)
!Standard Pacific Investment Corp.
Delaware
26-2204627*"Standard Pacific of Colorado, Inc.Delaware
94-3361834#Standard Pacific of FloridaFlorida
26-4786185,
$Standard Pacific of Florida GP, Inc.
Delaware
20-4356126+#Standard Pacific of Las Vegas, Inc.Delaware
20-2834287/'Standard Pacific of Orange County, Inc.DelawareNone!Standard Pacific of TampaFlorida
81-05792763+Standard Pacific of South Florida GP, Inc.,Delaware
27-0019247.&Standard Pacific of the Carolinas, LLCDelaware
59-3483072/'St. Charles Active Adult Community, LLCMaryland
20-1659598"St. Charles Community, LLCDelaware
82-2955101Stoney CorporationFlorida
59-3374931Stoney Holdings, LLCFlorida
27-5428554#Stoneybrook Clubhouse, Inc.Florida
76-0555539!Stoneybrook Joint VentureFlorida
59-3386329 Strategic Holdings, Inc.Nevada
91-1770357#Strategic Technologies, LLCFlorida
65-0523605"Summerfield Venture L.L.C.Illinois
20-0753624Summerwood, LLCMaryland
27-0045425#SunStreet Energy Group, LLCDelaware
90-0889251TCO QVI, LLCDelaware
45-3568663Temecula Valley, LLC Minnesota
43-1971997DlmaUI
8`}/FPV !"#$%&'()*+,-./0123456789: Terra Division, LLC Minnesota None!The Baywinds Land Trust!!Florida!!
11-65918485"-The Bridges at Rancho Santa Fe Sales Company,""
California""
33-0886703#Inc.1$)The Bridges Club at Rancho Santa Fe, Inc.$$
California$$
33-0867612%%The LNC Northeast Group, Inc.%%Delaware%%
54-1774997*&"The Preserve at Coconut Creek, LLC&&Florida&&
20-3287825'The Ryland Corporation''
California''
95-4868582%(Treasure Island Holdings, LLC((Delaware((
38-3984534)Treviso Holding, LLC))Florida))
45-1961704*U.S. Home Corporation**Delaware**
52-2227619-+%U.S. Home of Arizona Construction Co.++Arizona++
74-2402824,U.S. Home Realty, Inc.,
,Texas,,
76-0136964-U.S.H. Los Prados, Inc.--Nevada--
88-0232393.U.S.H. Realty, Inc...Maryland..
74-2765031/USH - Flag, LLC//Florida//
26-39847760USH Equity Corporation00Nevada00
76-04503411USH LEE, LLC11Florida11
27-53682632USH Woodbridge, Inc.2
2Texas22
76-0561576&3UST Lennar Collateral Sub, LLC33Delaware33
35-2560088!4UST Lennar GP PIS 10, LLC44Delaware44
26-3219799 5UST Lennar GP PIS 7, LLC55Delaware55
26-321917267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:@@:`.Y4vRymE=PF0*8X>
@::9988
l "3
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }
"
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter), $UST Lennar HW Scala SF Joint Venture Delaware
26-3262077
Valencia at Doral, LLC
Florida
20-3959040 Vineyard Point 2009, LLC
California
26-4562548Watermark Realty, Inc.Delaware
65-0619884'
Watermark Realty Referral, Inc.
Florida
59-3227694WCI Communities, Inc.Delaware
27-0472098WCI Communities, LLCDelaware
27-0601855'WCI Communities Management, LLCDelaware
27-0601636&WCI Communities Rivington, LLCDelaware
27-3699386WCI Realty, Inc.Florida
59-3408628&WCI Towers Northeast USA, Inc.Delaware
20-1656944WCP, LLCSouth Carolina
51-0461143-%West Chocolate Bayou Development, LLC
Texas
26-2320867West Lake Village, LLC
New Jersey
23-2861558#West Seattle Project X, LLCDelaware
35-2460935West Van Buren L.L.C.Illinois
36-4347398Westchase, Inc.Nevada
91-1954138"Willowbrook Investors, LLC
New Jersey
76-0687252/'Woodbridge Multifamily Developer I, LLCDelaware
45-2921413Wright Farm, L.L.C.Virginia
76-0629136$____________________________DlmaUI
8l;b=g@a !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U5
CalAtlantic Group, Inc.S-4
04/27/2018+#(Title of the indenture securities) Name Address5
-Superintendent of the Department of Financial
4
,One State Street, New York, N.Y. 10004-1417,)!Services of the State of New Yorkand Albany, N.Y. 12223(
Federal Reserve Bank of New York
/
'33 Liberty Street, New York, N.Y. 10045-%Federal Deposit Insurance Corporation3+550 17 th Street, NW Washington, D.C. 20429-%The Clearing House Association L.L.C.-%100 Broad Street New York, N.Y. 10004$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2}qeY5.Y=PF0*8X>
@
l 2n
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }=}$ }!}$
2
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 # Dollar amounts in thousands
ASSETS
;3Cash and balances due from depository institutions:1
)Noninterest-bearing balances and currency
~
b
and coin!Interest-bearing balances~
B/Securities:#Held-to-maturity securities~
⡜ %Available-for-sale securities~
b13+Federal funds sold and securities purchased#under agreements to resell:.&Federal funds sold in domestic offices~
-%Securities purchased under agreements~
g to resell.&Loans and lease financing receivables:&Loans and leases held for sale~
,$Loans and leases held for investment~
1)LESS: Allowance for loan and lease losses~
"1)Loans and leases held for investment, net~
of allowanceTrading assets~
80Premises and fixed assets (including capitalized~
TD`
ls7EJX~"Y !"#$%&'()*+,-./01 leases)!Other real estate owned!!~
!>!2"*Investments in unconsolidated subsidiaries""~
"#" #and associated companies/$'Direct and indirect investments in real$$~
$$%estate ventures&Intangible assets:&&&&'Goodwill''~
''(Other intangible assets((~
(B2()Other assets))~
)")*****+Total assets++~
+F+,,,,,-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(zT0>YW=PF0*8X>
@1100//
l 6`(/
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }8}$ }}$
6
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 LIABILITIES
Deposits:
In domestic offices~
BF~Noninterest-bearing~
Interest-bearing
~
B
.&In foreign offices, Edge and Agreement~
subsidiaries, and IBFsNoninterest-bearing~
"NInterest-bearing~
.&Federal funds purchased and securities,$sold under agreements to repurchase:3+Federal funds purchased in domestic offices~
",6.Securities sold under agreements to repurchase~
UTrading liabilities~
b_Other borrowed money:~
87/(includes mortgage indebtedness and obligations!under capitalized leases)Not applicableNot applicable)!Subordinated notes and debentures~
nOther liabilities~
Total liabilities~
Ds@D"
ls7Z W54/P+8 !"#$%&'()*+,-./012345 !EQUITY CAPITAL!!!!-"%Perpetual preferred stock and related""~
""#surplus$Common stock$$~
$bFE$/%'Surplus (exclude all surplus related to%%~
%%&preferred stock)'Retained earnings''~
''.(&Accumulated other comprehensive income(((
-1,140,000(')Other equity capital components))~
))!*Total bank equity capital**~
*bmY*++#Noncontrolling (minority) interests++~
+\+$,in consolidated subsidiaries-Total equity capital--~
-"n-.....,/$Total liabilities and equity capital//~
/F/0000012$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/0LzU9~!iAQ =PF0*8X>
@554433
l KF
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0}$ }
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of trustee as specified in its charter) New York
13-5160382&
(Jurisdiction of incorporation
(I.R.S. employer$if not a U.S. national bank)identification no.)*
"225 Liberty Street, New York, N.Y.
~
0((Address of principal executive offices)
(Zip code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|maUI%J2|T=PF0*8X>
@
l ?Bdq
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }}$ }a
?
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Name of Co-Registrant Jurisdiction of I.R.S. Employer
Incorporation or
Identification No.Organization308 Furman, Ltd.
Texas
01-0757175
360 Developers, LLC
Florida
03-0469008Ann Arundel Farms, Ltd.
Texas
76-0594649!Aquaterra Utilities, Inc.Florida
59-3674555Asbury Woods L.L.C.Illinois
36-4491586Astoria Options, LLCDelaware
26-3838861&Autumn Creek Development, Ltd.
Texas
76-0566381
Aylon, LLCDelaware
74-3135055Bainebridge 249, LLCFlorida
45-5434000&Bay Colony Expansion 369, Ltd.
Texas
01-0634897*"Bay River Colony Development, Ltd.
Texas
20-3461912#BB Investment Holdings, LLCNevadaNoneBCI Properties, LLCNevadaNoneBellagio Lennar, LLCFlorida
46-0560657%Belle Meade LEN Holdings, LLCFlorida
27-1137331!Belle Meade Partners, LLCFlorida
20-3287566!Black Mountain Ranch, LLC
California
05-0574025
BPH I, LLCNevada
36-4805238!Bramalea California, Inc.
California
95-3426206Bressi Gardenlane, LLCDelaware
47-0876961D%lmaUI
@U,a ?qM~( !"#$%&'()*+,-./0123456789:;<=> Builders LP, Inc. Delaware
43-1981685!CalAtlantic Group, Inc.!!Delaware!!
82-3291238*""CalAtlantic Homes of Arizona, Inc.""Delaware""
86-0927144*#"CalAtlantic Homes of Georgia, Inc.##Delaware##
82-3201584*$"CalAtlantic Homes of Indiana, Inc.$$Delaware$$
59-2367217(% CalAtlantic Homes of Texas, Inc.%%Delaware%%
20-4356880-&%CalAtlantic Homes of Washington, Inc.&&Delaware&&
82-1659080'CalAtlantic Title, Inc.''Maryland''
52-1640103(Cambria L.L.C.((Illinois((
36-4343919)Cary Woods, LLC))Illinois))
36-4511011$*Casa Marina Development, LLC**Florida**
55-0817596&+Caswell Acquisition Group, LLC++Delaware++None,Cherrytree II LLC,,Maryland,,
75-2988548-CL Ventures, LLC--Florida--
11-3728443.Coco Palm 82, LLC..Florida..
35-2473155/Colonial Heritage LLC//Virginia//
20-06462890Concord Station, LLP00Florida00
20-09864581Coventry L.L.C.11Illinois11
36-4511106"2CP Red Oak Management, LLC2
2Texas22None!3CP Red Oak Partners, Ltd.3
3Texas33
20-10640264 CPFE, LLC44Maryland44
45-5433728"5Creekside Crossing, L.L.C.55Illinois55
43-2052256(6 Danville Tassajara Partners, LLC66Delaware66
20-14612547Darcy-Joliet L.L.C.77Illinois77
20-12904318DBJ Holdings, LLC88Nevada88None$9DTC Holdings of Florida, LLC99Florida99
45-2118119:;$<____________________________1=)Created by Morningstar Document Research.0>(http://documentresearch.morningstar.com/BC
X<\~Jb@ a;=PF0*8X>
@>>==<<
l ;(
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }m}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Durrell 33, LLC
New Jersey
46-2498666
Estates Seven, LLC
Delaware
52-2274380EV, LLCMarylandNoneEvergreen Village LLCDelaware
59-3801488
Faria Preserve, LLC
Delaware
30-0884474F&R Florida Homes, LLCFlorida
27-2136138)!F&R QVI Home Investments USA, LLCDelaware
20-8024189.&Fidelity Guaranty and Acceptance Corp.Delaware
76-0168225FLORDADE LLCFlorida
38-3832923!Fox-Maple Associates, LLC
New Jersey
43-1997377,$Friendswood Development Company, LLC
Texas
74-2859478Garco Investments, LLCFlorida
65-1151300$Greystone Construction, Inc.Arizona
86-0864245'Greystone Homes of Nevada, Inc.Delaware
88-0412604Greystone Nevada, LLCDelaware
88-0412611Greywall Club L.L.C.Illinois
20-1083688Hammocks Lennar LLCFlorida
47-2295202Harveston, LLCDelaware
02-0613649Haverton L.L.C.Illinois
30-0057181HCC Investors, LLCDelaware
33-0770138Heathcote Commons LLCVirginia
20-1178932( Heritage of Auburn Hills, L.L.C.Michigan
38-3395118$Hewitts Landing Trustee, LLC
Massachusetts
27-2909649DslmaUI
N;i3a(f
M !"#$%&'()*+,-./0123456789:+ #Home Buyer?s Advantage Realty, Inc.
Texas
76-0573246!Homecraft Corporation!
!Texas!!
76-0334090"HTC Golf Club, LLC""Colorado""
26-0312522#Inactive Companies, LLC##Florida##
26-2094631$Independence L.L.C.$$Virginia$$
76-0651137#%Isles at Bayshore Club, LLC%%Florida%%
27-2304291(& Kendall Hammocks Commercial, LLC&&Florida&&
30-0771295&'Lagoon Valley Residential, LLC''
California''
20-2636836#(Lakelands at Easton, L.L.C.((Maryland((
03-0501970$)LB/L-Duc III Antioch 330 LLC))Delaware))None*LCD Asante, LLC**Delaware**
26-1131090+Legends Club, LLC++Florida++
48-1259544,Legends Golf Club, LLC,,Florida,,
59-3691814-LEN - Belle Meade, LLC--Florida--
27-1077754.LEN - Palm Vista, LLC..Florida..
27-1077269/LEN Paradise Cable, LLC//Florida//
27-2559480#0LEN Paradise Operating, LLC00Florida00
27-25593691Len Paradise, LLC11Florida11
27-09505112LEN-CG South, LLC22Florida22
45-45999633
Lencraft, LLC33Maryland33
20-17490154LenFive, LLC44Delaware44
47-56147495LenFive Opco GP, LLC55Delaware55
82-260190067$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:J2n
8aB|N7{oc;=PF0*8X>
@::9988
l <
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LenFive Sub, LLC Delaware
37-1796755
LenFive Sub Opco GP, LLC
Delaware
82-2600774LenFive Sub II, LLCDelaware
81-1803170LenFive Sub III, LLCDelaware
37-1824677
LENH I, LLC
Florida
56-2349820Len-Hawks Point, LLCFlorida
45-4049841Lennar Aircraft I, LLCDelaware
20-2424732)!Lennar Arizona Construction, Inc.Arizona
20-5335712Lennar Arizona, Inc.Arizona
20-5335505,$Lennar Associates Management HoldingFlorida
31-1806357Company)!Lennar Associates Management, LLCDelaware
52-2257293Lennar Avenue One, LLCDelaware
46-1440494Lennar Bridges, LLC
California
33-0843355,$Lennar Buffington Colorado Crossing,
Texas
20-2002341L.P.-%Lennar Buffington Zachary Scott, L.P.
Texas
20-1577414Lennar Carolinas, LLCDelaware
20-3150607 Lennar Central Park, LLCDelaware
20-1087322)!Lennar Central Region Sweep, Inc.Nevada
65-1111068"Lennar Central Texas, L.P.
Texas
20-5336543Lennar Chicago, Inc.Illinois
36-3971759$Lennar Colorado Minerals LLCColoradoNoneDlmaUI
I.i)Cqa(V !"#$%&'()*+,-./0123456789:; Lennar Colorado, LLC Colorado
20-0451796,!$Lennar Communities Development, Inc.!!Delaware!!
86-0262130&"Lennar Communities Nevada, LLC""Nevada""
20-3035653,#$Lennar Communities of Chicago L.L.C.##Illinois##
20-2036535 $Lennar Communities, Inc.$$
California$$
33-0855007!%Lennar Construction, Inc.%%Arizona%%
86-0972186&Lennar Courts, LLC&&Florida&&
46-3122365'Lennar Developers, Inc.''Florida''
48-1259540*("Lennar Family of Builders GP, Inc.((Delaware((
43-19816915)-Lennar Family of Builders Limited Partnership))Delaware))
43-1981697*Lennar Flamingo, LLC**Florida**
46-3111056+Lennar Fresno, Inc.++
California++
33-1008718,Lennar Gardens, LLC,,Florida,,
27-4501329-Lennar Georgia, Inc.--Georgia--
20-8892316'.Lennar Greer Ranch Venture, LLC..
California..
33-0888370#/Lennar Heritage Fields, LLC//
California//
27-3194383$0Lennar Hingham Holdings, LLC00Delaware00
20-28660901Lennar Hingham JV, LLC11Delaware11
20-2866001!2Lennar Homes Holding, LLC22Delaware22
16-16412333Lennar Homes NJ, LLC33Delaware33
45-2921631%4Lennar Homes of Arizona, Inc.44Arizona44
65-0163412(5 Lennar Homes of California, Inc.55
California55
93-1223261&6Lennar Homes of Tennessee, LLC66Delaware66
32-040723778$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<A,P#OsOu@tX=PF0*8X>
@;;::99
l <
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U5}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)4 ,Lennar Homes of Texas Land and Construction,
Texas
75-2792018
Ltd.2*Lennar Homes of Texas Sales and Marketing,
Texas
75-2792019Ltd.
Lennar Homes, LLC
Florida
59-07115054,Lennar Imperial Holdings Limited PartnershipDelaware
20-2552367)!Lennar International Holding, LLCDelaware
46-1347038!Lennar International, LLCDelaware
61-1697090Lennar Layton, LLCDelaware
26-3797850Lennar Lytle, LLCDelaware
20-2374724Lennar Mare Island, LLC
California
33-0789053$Lennar Marina A Funding, LLCDelaware
27-0762082-%Lennar Massachusetts Properties, Inc.Delaware
20-2681100Lennar Middletown, LLC
New Jersey
45-5441987+#Lennar Multifamily Communities, LLCDelaware
45-2701002*"Lennar New Jersey Properties, Inc.Delaware
20-2681142Lennar New York, LLCNew York
20-3160452'Lennar Northeast Properties LLC
New Jersey
20-4874094)!Lennar Northeast Properties, Inc.Nevada
20-2552288Lennar Northwest, Inc.Delaware
45-2978961-%Lennar Pacific Properties Management,Delaware
30-0139878Inc.'Lennar Pacific Properties, Inc.Delaware
88-0412607D lmaUI
)S-Py 8g !"#$%&'()*+,-./0123456789:; Lennar Pacific, Inc. Delaware
88-0412608"!Lennar PI Acquisition, LLC!!
New Jersey!!
26-1531638+"#Lennar PI Property Acquisition, LLC""
New Jersey""
26-1531376*#"Lennar PIS Management Company, LLC##Delaware##
26-3218984$Lennar Point, LLC$$
New Jersey$$
46-0534484'%Lennar Port Imperial South, LLC%%Delaware%%
20-2552353&Lennar Realty, Inc.&&Florida&&
76-0683361'Lennar Reno, LLC''Nevada''
22-3895412#(Lennar Rialto Investment LP((Delaware((
27-14378794),Lennar Riverside West Urban Renewal Company,))
New Jersey))
20-2562043*L.L.C."+Lennar Riverside West, LLC++Delaware++
20-2552385,Lennar Sacramento, Inc.,,
California,,
33-0794993-Lennar Sales Corp.--
California--
95-4716082&.Lennar Southwest Holding Corp...Nevada..
91-1933536&/Lennar Spencer?s Crossing, LLC//Delaware//
20-2906597$0Lennar Texas Holding Company0
0Texas00
75-2788257"1Lennar Trading Company, LP1
1Texas11
72-15740892Lennar Ventures, LLC22Florida22
26-31035053Lennar West Valley, LLC33
California33
20-13428544Lennar.com Inc.44Florida44
65-0980149&5Lennar/LNR Camino Palomar, LLC55
California55
90-0159727%6Lennar-Lantana Boatyard, Inc.66Florida66
56-232110078$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<4Q#^h5b5k=PF0*8X>
@;;::99
l ;
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }<}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LEN-Ryan 1, LLC Florida None
Len-Verandahs, LLP
Florida
20-3021304LH Eastwind, LLCFlorida
20-0097714'LH-EH Layton Lakes Estates, LLCArizona
04-3741040
LHI Renaissance, LLC
Florida
02-0680656LMC Construction, LLCDelaware
36-4747722( LMC Malden Station Investor, LLCDelaware
30-0754847LMI Contractors, LLCDelaware
80-0838150( LMI Glencoe Dallas Investor, LLCDelaware
61-1706871+#LMI Lakes West Covina Investor, LLCDelaware
32-0414007$LMI Las Colinas Station, LLCDelaware
32-0395213$LMI Naperville Investor, LLCDelaware
37-1709704&LMI Park Central Investor, LLCDelaware
35-2471697LMI-JC Developer, LLCDelaware
38-3875832LMI-JC, LLCDelaware
90-0843143LMI-West Seattle, LLCDelaware
37-1699874LNC at Meadowbrook, LLCIllinois
36-0026164LNC at Ravenna, LLCIllinois
41-2088272LNC Communities I, Inc.Colorado
84-1317557LNC Communities II, LLCColorado
84-1317558!LNC Communities III, Inc.Colorado
84-1361682LNC Communities IV, LLCColorado
84-1512061LNC Communities V, LLCColorado
84-1513989DlmaUI
X.]Hy X- !"#$%&'()*+,-./0123456789: LNC Communities VI, LLC Colorado
84-1556776 !LNC Communities VII, LLC!!Colorado!!
84-1534329!"LNC Communities VIII, LLC""Colorado""
84-1553326%#LNC Pennsylvania Realty, Inc.##Pennsylvania##
23-2991585#$Long Beach Development, LLC$
$Texas$$
26-2321011'%Lori Gardens Associates II, LLC%%
New Jersey%%
20-1944492(& Lori Gardens Associates III, LLC&&
New Jersey&&
20-1944674''Lori Gardens Associates, L.L.C.''
New Jersey''
76-0664697(Lorton Station, LLC((Virginia((
76-0694499)LW D?Andrea, LLC))Delaware))
20-4489534*Madrona Ridge L.L.C.**Illinois**
20-0278584+Madrona Village L.L.C.++Illinois++
36-4343916#,Madrona Village Mews L.L.C.,,Illinois,,
36-0026266-Majestic Woods, LLC--
New Jersey--
74-3001871".Mid-County Utilities, Inc...Maryland..
76-0610395%/Mission Viejo 12S Venture, LP//
California//
33-0615197$0Mission Viejo Holdings, Inc.00
California00
33-07858621NC Properties I, LLC11Delaware11
27-34430432NC Properties II, LLC22Delaware22
27-3443142-3%North American Asset Development, LLC33
California33
68-0239180*4"North American Title Company, Inc.44
California44
94-29002475Northbridge L.L.C.55Illinois55
36-451110267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:5_J&ZTm
=PF0*8X>
@::9988
l ; 9D
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }+}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)( Northeastern Properties LP, Inc. Nevada
20-2552328"
OHC/Ascot Belle Meade, LLC
Florida
20-3276553One SR, L.P.
Texas
75-3030507,$Palm Gardens At Doral Clubhouse, LLCFlorida
26-0801736"
Palm Gardens at Doral, LLC
Florida
20-3959088 Palm Vista Preserve, LLCFlorida
83-0426521PD-Len Boca Raton, LLCDelaware
20-8734358"PG Properties Holding, LLCNorth Carolina
26-4059800( Pioneer Meadows Development, LLCNevada
20-0939113( Pioneer Meadows Investments, LLCNevada
20-0939094
POMAC, LLCMaryland
11-3708149Prestonfield L.L.C.Illinois
36-4511103Providence Lakes, LLPFlorida
20-1744772
PT Metro, LLCDelaware
45-4508755"Raintree Village II L.L.C.Illinois
20-2118282Raintree Village L.L.C.Illinois
20-0090390!Renaissance Joint VentureFlorida
20-0035665'Reserve @ Pleasant Grove II LLC
New Jersey
90-0527127$Reserve @ Pleasant Grove LLC
New Jersey
90-0527123"Reserve at River Park, LLC
New Jersey
72-1537694&Reserve at South Harrison, LLC
New Jersey
76-0682273Rivendell Joint VentureFlorida
65-0843443Rivenhome CorporationFlorida
76-0569346DlmaUI
:rBhCSx !"#$%&'()*+,-./0123456789: RMV, LLC Maryland None&!Rutenberg Homes of Texas, Inc.!
!Texas!!
76-0215995"Rutenberg Homes, Inc.""Florida""
76-0340291#Rye Hill Company, LLC##New York##
20-0809495($ Ryland Homes of California, Inc.$$Delaware$$
95-2635472 %Ryland Homes Nevada, LLC%%Delaware%%
81-0600913'&S. Florida Construction II, LLC&&Florida&&
72-1567303(' S. Florida Construction III, LLC''Florida''
72-1567302$(S. Florida Construction, LLC((Florida((
71-0949799)San Lucia, LLC))Florida))
20-4372714"*Savannah Development, Ltd.*
*Texas**
76-0654193&+Savell Gulley Development, LLC+
+Texas++
26-2592101,Scarsdale, LTD.,
,Texas,,
27-0080619$-Schulz Ranch Developers, LLC--Delaware--
20-4092311.Seminole/70th, LLC..Florida..
56-2529886#/Siena at Old Orchard L.L.C.//Illinois//
20-14767650South Development, LLC00Florida00
20-25815671Southbank Holding, LLC11Florida11
45-2420546(2 Spanish Springs Development, LLC22Nevada22
76-06722773Spectrum Eastport, LLC33Delaware33
11-36983084SPIC Del Sur, LLC44Delaware44
61-16944445SPIC Dublin, LLC55Delaware55
61-176302967$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:aGBlC T!dXL$=PF0*8X>
@::9988
l ;yco
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Standard Pacific 1, Inc. Delaware
20-4356066)
!Standard Pacific Investment Corp.
Delaware
26-2204627*"Standard Pacific of Colorado, Inc.Delaware
94-3361834#Standard Pacific of FloridaFlorida
26-4786185,
$Standard Pacific of Florida GP, Inc.
Delaware
20-4356126+#Standard Pacific of Las Vegas, Inc.Delaware
20-2834287/'Standard Pacific of Orange County, Inc.DelawareNone!Standard Pacific of TampaFlorida
81-05792763+Standard Pacific of South Florida GP, Inc.,Delaware
27-0019247.&Standard Pacific of the Carolinas, LLCDelaware
59-3483072/'St. Charles Active Adult Community, LLCMaryland
20-1659598"St. Charles Community, LLCDelaware
82-2955101Stoney CorporationFlorida
59-3374931Stoney Holdings, LLCFlorida
27-5428554#Stoneybrook Clubhouse, Inc.Florida
76-0555539!Stoneybrook Joint VentureFlorida
59-3386329 Strategic Holdings, Inc.Nevada
91-1770357#Strategic Technologies, LLCFlorida
65-0523605"Summerfield Venture L.L.C.Illinois
20-0753624Summerwood, LLCMaryland
27-0045425#SunStreet Energy Group, LLCDelaware
90-0889251TCO QVI, LLCDelaware
45-3568663Temecula Valley, LLC Minnesota
43-1971997DlmaUI
8`}/FPV !"#$%&'()*+,-./0123456789: Terra Division, LLC Minnesota None!The Baywinds Land Trust!!Florida!!
11-65918485"-The Bridges at Rancho Santa Fe Sales Company,""
California""
33-0886703#Inc.1$)The Bridges Club at Rancho Santa Fe, Inc.$$
California$$
33-0867612%%The LNC Northeast Group, Inc.%%Delaware%%
54-1774997*&"The Preserve at Coconut Creek, LLC&&Florida&&
20-3287825'The Ryland Corporation''
California''
95-4868582%(Treasure Island Holdings, LLC((Delaware((
38-3984534)Treviso Holding, LLC))Florida))
45-1961704*U.S. Home Corporation**Delaware**
52-2227619-+%U.S. Home of Arizona Construction Co.++Arizona++
74-2402824,U.S. Home Realty, Inc.,
,Texas,,
76-0136964-U.S.H. Los Prados, Inc.--Nevada--
88-0232393.U.S.H. Realty, Inc...Maryland..
74-2765031/USH - Flag, LLC//Florida//
26-39847760USH Equity Corporation00Nevada00
76-04503411USH LEE, LLC11Florida11
27-53682632USH Woodbridge, Inc.2
2Texas22
76-0561576&3UST Lennar Collateral Sub, LLC33Delaware33
35-2560088!4UST Lennar GP PIS 10, LLC44Delaware44
26-3219799 5UST Lennar GP PIS 7, LLC55Delaware55
26-321917267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:@@:`.Y4vRymE=PF0*8X>
@::9988
l "z
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }
"
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter), $UST Lennar HW Scala SF Joint Venture Delaware
26-3262077
Valencia at Doral, LLC
Florida
20-3959040 Vineyard Point 2009, LLC
California
26-4562548Watermark Realty, Inc.Delaware
65-0619884'
Watermark Realty Referral, Inc.
Florida
59-3227694WCI Communities, Inc.Delaware
27-0472098WCI Communities, LLCDelaware
27-0601855'WCI Communities Management, LLCDelaware
27-0601636&WCI Communities Rivington, LLCDelaware
27-3699386WCI Realty, Inc.Florida
59-3408628&WCI Towers Northeast USA, Inc.Delaware
20-1656944WCP, LLCSouth Carolina
51-0461143-%West Chocolate Bayou Development, LLC
Texas
26-2320867West Lake Village, LLC
New Jersey
23-2861558#West Seattle Project X, LLCDelaware
35-2460935West Van Buren L.L.C.Illinois
36-4347398Westchase, Inc.Nevada
91-1954138"Willowbrook Investors, LLC
New Jersey
76-0687252/'Woodbridge Multifamily Developer I, LLCDelaware
45-2921413Wright Farm, L.L.C.Virginia
76-0629136$____________________________DlmaUI
8l;b=g@a !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
l
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U5
CalAtlantic Group, Inc.S-4
04/27/2018+#(Title of the indenture securities) Name Address5
-Superintendent of the Department of Financial
4
,One State Street, New York, N.Y. 10004-1417,)!Services of the State of New Yorkand Albany, N.Y. 12223(
Federal Reserve Bank of New York
/
'33 Liberty Street, New York, N.Y. 10045-%Federal Deposit Insurance Corporation3+550 17 th Street, NW Washington, D.C. 20429-%The Clearing House Association L.L.C.-%100 Broad Street New York, N.Y. 10004$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2}qeY5.Y=PF0*8X>
@
l 2
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }=}$ }!}$
2
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 # Dollar amounts in thousands
ASSETS
;3Cash and balances due from depository institutions:1
)Noninterest-bearing balances and currency
~
b
and coin!Interest-bearing balances~
B/Securities:#Held-to-maturity securities~
⡜ %Available-for-sale securities~
b13+Federal funds sold and securities purchased#under agreements to resell:.&Federal funds sold in domestic offices~
-%Securities purchased under agreements~
g to resell.&Loans and lease financing receivables:&Loans and leases held for sale~
,$Loans and leases held for investment~
1)LESS: Allowance for loan and lease losses~
"1)Loans and leases held for investment, net~
of allowanceTrading assets~
80Premises and fixed assets (including capitalized~
TD`
ls7EJX~"Y !"#$%&'()*+,-./01 leases)!Other real estate owned!!~
!>!2"*Investments in unconsolidated subsidiaries""~
"#" #and associated companies/$'Direct and indirect investments in real$$~
$$%estate ventures&Intangible assets:&&&&'Goodwill''~
''(Other intangible assets((~
(B2()Other assets))~
)")*****+Total assets++~
+F+,,,,,-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(zT0>YW=PF0*8X>
@1100//
l 6`
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }8}$ }}$
6
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 LIABILITIES
Deposits:
In domestic offices~
BF~Noninterest-bearing~
Interest-bearing
~
B
.&In foreign offices, Edge and Agreement~
subsidiaries, and IBFsNoninterest-bearing~
"NInterest-bearing~
.&Federal funds purchased and securities,$sold under agreements to repurchase:3+Federal funds purchased in domestic offices~
",6.Securities sold under agreements to repurchase~
UTrading liabilities~
b_Other borrowed money:~
87/(includes mortgage indebtedness and obligations!under capitalized leases)Not applicableNot applicable)!Subordinated notes and debentures~
nOther liabilities~
Total liabilities~
Ds@D"
ls7Z W54/P+8 !"#$%&'()*+,-./012345 !EQUITY CAPITAL!!!!-"%Perpetual preferred stock and related""~
""#surplus$Common stock$$~
$bFE$/%'Surplus (exclude all surplus related to%%~
%%&preferred stock)'Retained earnings''~
''.(&Accumulated other comprehensive income(((
-1,140,000(')Other equity capital components))~
))!*Total bank equity capital**~
*bmY*++#Noncontrolling (minority) interests++~
+\+$,in consolidated subsidiaries-Total equity capital--~
-"n-.....,/$Total liabilities and equity capital//~
/F/0000012$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/0LzU9~!iAQ =PF0*8X>
@554433
l
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0}$ }
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of trustee as specified in its charter) New York
13-5160382&
(Jurisdiction of incorporation
(I.R.S. employer$if not a U.S. national bank)identification no.)*
"225 Liberty Street, New York, N.Y.
~
0((Address of principal executive offices)
(Zip code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|maUI%J2|T=PF0*8X>
@
l ?
9,
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }}$ }a
?
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Name of Co-Registrant Jurisdiction of I.R.S. Employer
Incorporation or
Identification No.Organization308 Furman, Ltd.
Texas
01-0757175
360 Developers, LLC
Florida
03-0469008Ann Arundel Farms, Ltd.
Texas
76-0594649!Aquaterra Utilities, Inc.Florida
59-3674555Asbury Woods L.L.C.Illinois
36-4491586Astoria Options, LLCDelaware
26-3838861&Autumn Creek Development, Ltd.
Texas
76-0566381
Aylon, LLCDelaware
74-3135055Bainebridge 249, LLCFlorida
45-5434000&Bay Colony Expansion 369, Ltd.
Texas
01-0634897*"Bay River Colony Development, Ltd.
Texas
20-3461912#BB Investment Holdings, LLCNevadaNoneBCI Properties, LLCNevadaNoneBellagio Lennar, LLCFlorida
46-0560657%Belle Meade LEN Holdings, LLCFlorida
27-1137331!Belle Meade Partners, LLCFlorida
20-3287566!Black Mountain Ranch, LLC
California
05-0574025
BPH I, LLCNevada
36-4805238!Bramalea California, Inc.
California
95-3426206Bressi Gardenlane, LLCDelaware
47-0876961D%lmaUI
@U,a ?qM~( !"#$%&'()*+,-./0123456789:;<=> Builders LP, Inc. Delaware
43-1981685!CalAtlantic Group, Inc.!!Delaware!!
82-3291238*""CalAtlantic Homes of Arizona, Inc.""Delaware""
86-0927144*#"CalAtlantic Homes of Georgia, Inc.##Delaware##
82-3201584*$"CalAtlantic Homes of Indiana, Inc.$$Delaware$$
59-2367217(% CalAtlantic Homes of Texas, Inc.%%Delaware%%
20-4356880-&%CalAtlantic Homes of Washington, Inc.&&Delaware&&
82-1659080'CalAtlantic Title, Inc.''Maryland''
52-1640103(Cambria L.L.C.((Illinois((
36-4343919)Cary Woods, LLC))Illinois))
36-4511011$*Casa Marina Development, LLC**Florida**
55-0817596&+Caswell Acquisition Group, LLC++Delaware++None,Cherrytree II LLC,,Maryland,,
75-2988548-CL Ventures, LLC--Florida--
11-3728443.Coco Palm 82, LLC..Florida..
35-2473155/Colonial Heritage LLC//Virginia//
20-06462890Concord Station, LLP00Florida00
20-09864581Coventry L.L.C.11Illinois11
36-4511106"2CP Red Oak Management, LLC2
2Texas22None!3CP Red Oak Partners, Ltd.3
3Texas33
20-10640264 CPFE, LLC44Maryland44
45-5433728"5Creekside Crossing, L.L.C.55Illinois55
43-2052256(6 Danville Tassajara Partners, LLC66Delaware66
20-14612547Darcy-Joliet L.L.C.77Illinois77
20-12904318DBJ Holdings, LLC88Nevada88None$9DTC Holdings of Florida, LLC99Florida99
45-2118119:;$<____________________________1=)Created by Morningstar Document Research.0>(http://documentresearch.morningstar.com/BC
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l ;J
&V
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }m}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Durrell 33, LLC
New Jersey
46-2498666
Estates Seven, LLC
Delaware
52-2274380EV, LLCMarylandNoneEvergreen Village LLCDelaware
59-3801488
Faria Preserve, LLC
Delaware
30-0884474F&R Florida Homes, LLCFlorida
27-2136138)!F&R QVI Home Investments USA, LLCDelaware
20-8024189.&Fidelity Guaranty and Acceptance Corp.Delaware
76-0168225FLORDADE LLCFlorida
38-3832923!Fox-Maple Associates, LLC
New Jersey
43-1997377,$Friendswood Development Company, LLC
Texas
74-2859478Garco Investments, LLCFlorida
65-1151300$Greystone Construction, Inc.Arizona
86-0864245'Greystone Homes of Nevada, Inc.Delaware
88-0412604Greystone Nevada, LLCDelaware
88-0412611Greywall Club L.L.C.Illinois
20-1083688Hammocks Lennar LLCFlorida
47-2295202Harveston, LLCDelaware
02-0613649Haverton L.L.C.Illinois
30-0057181HCC Investors, LLCDelaware
33-0770138Heathcote Commons LLCVirginia
20-1178932( Heritage of Auburn Hills, L.L.C.Michigan
38-3395118$Hewitts Landing Trustee, LLC
Massachusetts
27-2909649DslmaUI
N;i3a(f
M !"#$%&'()*+,-./0123456789:+ #Home Buyer?s Advantage Realty, Inc.
Texas
76-0573246!Homecraft Corporation!
!Texas!!
76-0334090"HTC Golf Club, LLC""Colorado""
26-0312522#Inactive Companies, LLC##Florida##
26-2094631$Independence L.L.C.$$Virginia$$
76-0651137#%Isles at Bayshore Club, LLC%%Florida%%
27-2304291(& Kendall Hammocks Commercial, LLC&&Florida&&
30-0771295&'Lagoon Valley Residential, LLC''
California''
20-2636836#(Lakelands at Easton, L.L.C.((Maryland((
03-0501970$)LB/L-Duc III Antioch 330 LLC))Delaware))None*LCD Asante, LLC**Delaware**
26-1131090+Legends Club, LLC++Florida++
48-1259544,Legends Golf Club, LLC,,Florida,,
59-3691814-LEN - Belle Meade, LLC--Florida--
27-1077754.LEN - Palm Vista, LLC..Florida..
27-1077269/LEN Paradise Cable, LLC//Florida//
27-2559480#0LEN Paradise Operating, LLC00Florida00
27-25593691Len Paradise, LLC11Florida11
27-09505112LEN-CG South, LLC22Florida22
45-45999633
Lencraft, LLC33Maryland33
20-17490154LenFive, LLC44Delaware44
47-56147495LenFive Opco GP, LLC55Delaware55
82-260190067$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:J2n
8aB|N7{oc;=PF0*8X>
@::9988
l <s
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LenFive Sub, LLC Delaware
37-1796755
LenFive Sub Opco GP, LLC
Delaware
82-2600774LenFive Sub II, LLCDelaware
81-1803170LenFive Sub III, LLCDelaware
37-1824677
LENH I, LLC
Florida
56-2349820Len-Hawks Point, LLCFlorida
45-4049841Lennar Aircraft I, LLCDelaware
20-2424732)!Lennar Arizona Construction, Inc.Arizona
20-5335712Lennar Arizona, Inc.Arizona
20-5335505,$Lennar Associates Management HoldingFlorida
31-1806357Company)!Lennar Associates Management, LLCDelaware
52-2257293Lennar Avenue One, LLCDelaware
46-1440494Lennar Bridges, LLC
California
33-0843355,$Lennar Buffington Colorado Crossing,
Texas
20-2002341L.P.-%Lennar Buffington Zachary Scott, L.P.
Texas
20-1577414Lennar Carolinas, LLCDelaware
20-3150607 Lennar Central Park, LLCDelaware
20-1087322)!Lennar Central Region Sweep, Inc.Nevada
65-1111068"Lennar Central Texas, L.P.
Texas
20-5336543Lennar Chicago, Inc.Illinois
36-3971759$Lennar Colorado Minerals LLCColoradoNoneDlmaUI
I.i)Cqa(V !"#$%&'()*+,-./0123456789:; Lennar Colorado, LLC Colorado
20-0451796,!$Lennar Communities Development, Inc.!!Delaware!!
86-0262130&"Lennar Communities Nevada, LLC""Nevada""
20-3035653,#$Lennar Communities of Chicago L.L.C.##Illinois##
20-2036535 $Lennar Communities, Inc.$$
California$$
33-0855007!%Lennar Construction, Inc.%%Arizona%%
86-0972186&Lennar Courts, LLC&&Florida&&
46-3122365'Lennar Developers, Inc.''Florida''
48-1259540*("Lennar Family of Builders GP, Inc.((Delaware((
43-19816915)-Lennar Family of Builders Limited Partnership))Delaware))
43-1981697*Lennar Flamingo, LLC**Florida**
46-3111056+Lennar Fresno, Inc.++
California++
33-1008718,Lennar Gardens, LLC,,Florida,,
27-4501329-Lennar Georgia, Inc.--Georgia--
20-8892316'.Lennar Greer Ranch Venture, LLC..
California..
33-0888370#/Lennar Heritage Fields, LLC//
California//
27-3194383$0Lennar Hingham Holdings, LLC00Delaware00
20-28660901Lennar Hingham JV, LLC11Delaware11
20-2866001!2Lennar Homes Holding, LLC22Delaware22
16-16412333Lennar Homes NJ, LLC33Delaware33
45-2921631%4Lennar Homes of Arizona, Inc.44Arizona44
65-0163412(5 Lennar Homes of California, Inc.55
California55
93-1223261&6Lennar Homes of Tennessee, LLC66Delaware66
32-040723778$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<A,P#OsOu@tX=PF0*8X>
@;;::99
l <j
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U5}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)4 ,Lennar Homes of Texas Land and Construction,
Texas
75-2792018
Ltd.2*Lennar Homes of Texas Sales and Marketing,
Texas
75-2792019Ltd.
Lennar Homes, LLC
Florida
59-07115054,Lennar Imperial Holdings Limited PartnershipDelaware
20-2552367)!Lennar International Holding, LLCDelaware
46-1347038!Lennar International, LLCDelaware
61-1697090Lennar Layton, LLCDelaware
26-3797850Lennar Lytle, LLCDelaware
20-2374724Lennar Mare Island, LLC
California
33-0789053$Lennar Marina A Funding, LLCDelaware
27-0762082-%Lennar Massachusetts Properties, Inc.Delaware
20-2681100Lennar Middletown, LLC
New Jersey
45-5441987+#Lennar Multifamily Communities, LLCDelaware
45-2701002*"Lennar New Jersey Properties, Inc.Delaware
20-2681142Lennar New York, LLCNew York
20-3160452'Lennar Northeast Properties LLC
New Jersey
20-4874094)!Lennar Northeast Properties, Inc.Nevada
20-2552288Lennar Northwest, Inc.Delaware
45-2978961-%Lennar Pacific Properties Management,Delaware
30-0139878Inc.'Lennar Pacific Properties, Inc.Delaware
88-0412607D lmaUI
)S-Py 8g !"#$%&'()*+,-./0123456789:; Lennar Pacific, Inc. Delaware
88-0412608"!Lennar PI Acquisition, LLC!!
New Jersey!!
26-1531638+"#Lennar PI Property Acquisition, LLC""
New Jersey""
26-1531376*#"Lennar PIS Management Company, LLC##Delaware##
26-3218984$Lennar Point, LLC$$
New Jersey$$
46-0534484'%Lennar Port Imperial South, LLC%%Delaware%%
20-2552353&Lennar Realty, Inc.&&Florida&&
76-0683361'Lennar Reno, LLC''Nevada''
22-3895412#(Lennar Rialto Investment LP((Delaware((
27-14378794),Lennar Riverside West Urban Renewal Company,))
New Jersey))
20-2562043*L.L.C."+Lennar Riverside West, LLC++Delaware++
20-2552385,Lennar Sacramento, Inc.,,
California,,
33-0794993-Lennar Sales Corp.--
California--
95-4716082&.Lennar Southwest Holding Corp...Nevada..
91-1933536&/Lennar Spencer?s Crossing, LLC//Delaware//
20-2906597$0Lennar Texas Holding Company0
0Texas00
75-2788257"1Lennar Trading Company, LP1
1Texas11
72-15740892Lennar Ventures, LLC22Florida22
26-31035053Lennar West Valley, LLC33
California33
20-13428544Lennar.com Inc.44Florida44
65-0980149&5Lennar/LNR Camino Palomar, LLC55
California55
90-0159727%6Lennar-Lantana Boatyard, Inc.66Florida66
56-232110078$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<4Q#^h5b5k=PF0*8X>
@;;::99
l ;
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }<}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LEN-Ryan 1, LLC Florida None
Len-Verandahs, LLP
Florida
20-3021304LH Eastwind, LLCFlorida
20-0097714'LH-EH Layton Lakes Estates, LLCArizona
04-3741040
LHI Renaissance, LLC
Florida
02-0680656LMC Construction, LLCDelaware
36-4747722( LMC Malden Station Investor, LLCDelaware
30-0754847LMI Contractors, LLCDelaware
80-0838150( LMI Glencoe Dallas Investor, LLCDelaware
61-1706871+#LMI Lakes West Covina Investor, LLCDelaware
32-0414007$LMI Las Colinas Station, LLCDelaware
32-0395213$LMI Naperville Investor, LLCDelaware
37-1709704&LMI Park Central Investor, LLCDelaware
35-2471697LMI-JC Developer, LLCDelaware
38-3875832LMI-JC, LLCDelaware
90-0843143LMI-West Seattle, LLCDelaware
37-1699874LNC at Meadowbrook, LLCIllinois
36-0026164LNC at Ravenna, LLCIllinois
41-2088272LNC Communities I, Inc.Colorado
84-1317557LNC Communities II, LLCColorado
84-1317558!LNC Communities III, Inc.Colorado
84-1361682LNC Communities IV, LLCColorado
84-1512061LNC Communities V, LLCColorado
84-1513989DlmaUI
X.]Hy X- !"#$%&'()*+,-./0123456789: LNC Communities VI, LLC Colorado
84-1556776 !LNC Communities VII, LLC!!Colorado!!
84-1534329!"LNC Communities VIII, LLC""Colorado""
84-1553326%#LNC Pennsylvania Realty, Inc.##Pennsylvania##
23-2991585#$Long Beach Development, LLC$
$Texas$$
26-2321011'%Lori Gardens Associates II, LLC%%
New Jersey%%
20-1944492(& Lori Gardens Associates III, LLC&&
New Jersey&&
20-1944674''Lori Gardens Associates, L.L.C.''
New Jersey''
76-0664697(Lorton Station, LLC((Virginia((
76-0694499)LW D?Andrea, LLC))Delaware))
20-4489534*Madrona Ridge L.L.C.**Illinois**
20-0278584+Madrona Village L.L.C.++Illinois++
36-4343916#,Madrona Village Mews L.L.C.,,Illinois,,
36-0026266-Majestic Woods, LLC--
New Jersey--
74-3001871".Mid-County Utilities, Inc...Maryland..
76-0610395%/Mission Viejo 12S Venture, LP//
California//
33-0615197$0Mission Viejo Holdings, Inc.00
California00
33-07858621NC Properties I, LLC11Delaware11
27-34430432NC Properties II, LLC22Delaware22
27-3443142-3%North American Asset Development, LLC33
California33
68-0239180*4"North American Title Company, Inc.44
California44
94-29002475Northbridge L.L.C.55Illinois55
36-451110267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:5_J&ZTm
=PF0*8X>
@::9988
l ;u
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }+}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)( Northeastern Properties LP, Inc. Nevada
20-2552328"
OHC/Ascot Belle Meade, LLC
Florida
20-3276553One SR, L.P.
Texas
75-3030507,$Palm Gardens At Doral Clubhouse, LLCFlorida
26-0801736"
Palm Gardens at Doral, LLC
Florida
20-3959088 Palm Vista Preserve, LLCFlorida
83-0426521PD-Len Boca Raton, LLCDelaware
20-8734358"PG Properties Holding, LLCNorth Carolina
26-4059800( Pioneer Meadows Development, LLCNevada
20-0939113( Pioneer Meadows Investments, LLCNevada
20-0939094
POMAC, LLCMaryland
11-3708149Prestonfield L.L.C.Illinois
36-4511103Providence Lakes, LLPFlorida
20-1744772
PT Metro, LLCDelaware
45-4508755"Raintree Village II L.L.C.Illinois
20-2118282Raintree Village L.L.C.Illinois
20-0090390!Renaissance Joint VentureFlorida
20-0035665'Reserve @ Pleasant Grove II LLC
New Jersey
90-0527127$Reserve @ Pleasant Grove LLC
New Jersey
90-0527123"Reserve at River Park, LLC
New Jersey
72-1537694&Reserve at South Harrison, LLC
New Jersey
76-0682273Rivendell Joint VentureFlorida
65-0843443Rivenhome CorporationFlorida
76-0569346DlmaUI
:rBhCSx !"#$%&'()*+,-./0123456789: RMV, LLC Maryland None&!Rutenberg Homes of Texas, Inc.!
!Texas!!
76-0215995"Rutenberg Homes, Inc.""Florida""
76-0340291#Rye Hill Company, LLC##New York##
20-0809495($ Ryland Homes of California, Inc.$$Delaware$$
95-2635472 %Ryland Homes Nevada, LLC%%Delaware%%
81-0600913'&S. Florida Construction II, LLC&&Florida&&
72-1567303(' S. Florida Construction III, LLC''Florida''
72-1567302$(S. Florida Construction, LLC((Florida((
71-0949799)San Lucia, LLC))Florida))
20-4372714"*Savannah Development, Ltd.*
*Texas**
76-0654193&+Savell Gulley Development, LLC+
+Texas++
26-2592101,Scarsdale, LTD.,
,Texas,,
27-0080619$-Schulz Ranch Developers, LLC--Delaware--
20-4092311.Seminole/70th, LLC..Florida..
56-2529886#/Siena at Old Orchard L.L.C.//Illinois//
20-14767650South Development, LLC00Florida00
20-25815671Southbank Holding, LLC11Florida11
45-2420546(2 Spanish Springs Development, LLC22Nevada22
76-06722773Spectrum Eastport, LLC33Delaware33
11-36983084SPIC Del Sur, LLC44Delaware44
61-16944445SPIC Dublin, LLC55Delaware55
61-176302967$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:aGBlC T!dXL$=PF0*8X>
@::9988
l ;m)
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Standard Pacific 1, Inc. Delaware
20-4356066)
!Standard Pacific Investment Corp.
Delaware
26-2204627*"Standard Pacific of Colorado, Inc.Delaware
94-3361834#Standard Pacific of FloridaFlorida
26-4786185,
$Standard Pacific of Florida GP, Inc.
Delaware
20-4356126+#Standard Pacific of Las Vegas, Inc.Delaware
20-2834287/'Standard Pacific of Orange County, Inc.DelawareNone!Standard Pacific of TampaFlorida
81-05792763+Standard Pacific of South Florida GP, Inc.,Delaware
27-0019247.&Standard Pacific of the Carolinas, LLCDelaware
59-3483072/'St. Charles Active Adult Community, LLCMaryland
20-1659598"St. Charles Community, LLCDelaware
82-2955101Stoney CorporationFlorida
59-3374931Stoney Holdings, LLCFlorida
27-5428554#Stoneybrook Clubhouse, Inc.Florida
76-0555539!Stoneybrook Joint VentureFlorida
59-3386329 Strategic Holdings, Inc.Nevada
91-1770357#Strategic Technologies, LLCFlorida
65-0523605"Summerfield Venture L.L.C.Illinois
20-0753624Summerwood, LLCMaryland
27-0045425#SunStreet Energy Group, LLCDelaware
90-0889251TCO QVI, LLCDelaware
45-3568663Temecula Valley, LLC Minnesota
43-1971997DlmaUI
8`}/FPV !"#$%&'()*+,-./0123456789: Terra Division, LLC Minnesota None!The Baywinds Land Trust!!Florida!!
11-65918485"-The Bridges at Rancho Santa Fe Sales Company,""
California""
33-0886703#Inc.1$)The Bridges Club at Rancho Santa Fe, Inc.$$
California$$
33-0867612%%The LNC Northeast Group, Inc.%%Delaware%%
54-1774997*&"The Preserve at Coconut Creek, LLC&&Florida&&
20-3287825'The Ryland Corporation''
California''
95-4868582%(Treasure Island Holdings, LLC((Delaware((
38-3984534)Treviso Holding, LLC))Florida))
45-1961704*U.S. Home Corporation**Delaware**
52-2227619-+%U.S. Home of Arizona Construction Co.++Arizona++
74-2402824,U.S. Home Realty, Inc.,
,Texas,,
76-0136964-U.S.H. Los Prados, Inc.--Nevada--
88-0232393.U.S.H. Realty, Inc...Maryland..
74-2765031/USH - Flag, LLC//Florida//
26-39847760USH Equity Corporation00Nevada00
76-04503411USH LEE, LLC11Florida11
27-53682632USH Woodbridge, Inc.2
2Texas22
76-0561576&3UST Lennar Collateral Sub, LLC33Delaware33
35-2560088!4UST Lennar GP PIS 10, LLC44Delaware44
26-3219799 5UST Lennar GP PIS 7, LLC55Delaware55
26-321917267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:@@:`.Y4vRymE=PF0*8X>
@::9988
l "
GG
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }
"
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter), $UST Lennar HW Scala SF Joint Venture Delaware
26-3262077
Valencia at Doral, LLC
Florida
20-3959040 Vineyard Point 2009, LLC
California
26-4562548Watermark Realty, Inc.Delaware
65-0619884'
Watermark Realty Referral, Inc.
Florida
59-3227694WCI Communities, Inc.Delaware
27-0472098WCI Communities, LLCDelaware
27-0601855'WCI Communities Management, LLCDelaware
27-0601636&WCI Communities Rivington, LLCDelaware
27-3699386WCI Realty, Inc.Florida
59-3408628&WCI Towers Northeast USA, Inc.Delaware
20-1656944WCP, LLCSouth Carolina
51-0461143-%West Chocolate Bayou Development, LLC
Texas
26-2320867West Lake Village, LLC
New Jersey
23-2861558#West Seattle Project X, LLCDelaware
35-2460935West Van Buren L.L.C.Illinois
36-4347398Westchase, Inc.Nevada
91-1954138"Willowbrook Investors, LLC
New Jersey
76-0687252/'Woodbridge Multifamily Developer I, LLCDelaware
45-2921413Wright Farm, L.L.C.Virginia
76-0629136$____________________________DlmaUI
8l;b=g@a !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
l L_
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }U5
CalAtlantic Group, Inc.S-4
04/27/2018+#(Title of the indenture securities) Name Address5
-Superintendent of the Department of Financial
4
,One State Street, New York, N.Y. 10004-1417,)!Services of the State of New Yorkand Albany, N.Y. 12223(
Federal Reserve Bank of New York
/
'33 Liberty Street, New York, N.Y. 10045-%Federal Deposit Insurance Corporation3+550 17 th Street, NW Washington, D.C. 20429-%The Clearing House Association L.L.C.-%100 Broad Street New York, N.Y. 10004$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2}qeY5.Y=PF0*8X>
@
l 2{G
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }=}$ }!}$
2
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 # Dollar amounts in thousands
ASSETS
;3Cash and balances due from depository institutions:1
)Noninterest-bearing balances and currency
~
b
and coin!Interest-bearing balances~
B/Securities:#Held-to-maturity securities~
⡜ %Available-for-sale securities~
b13+Federal funds sold and securities purchased#under agreements to resell:.&Federal funds sold in domestic offices~
-%Securities purchased under agreements~
g to resell.&Loans and lease financing receivables:&Loans and leases held for sale~
,$Loans and leases held for investment~
1)LESS: Allowance for loan and lease losses~
"1)Loans and leases held for investment, net~
of allowanceTrading assets~
80Premises and fixed assets (including capitalized~
TD`
ls7EJX~"Y !"#$%&'()*+,-./01 leases)!Other real estate owned!!~
!>!2"*Investments in unconsolidated subsidiaries""~
"#" #and associated companies/$'Direct and indirect investments in real$$~
$$%estate ventures&Intangible assets:&&&&'Goodwill''~
''(Other intangible assets((~
(B2()Other assets))~
)")*****+Total assets++~
+F+,,,,,-.$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(zT0>YW=PF0*8X>
@1100//
l 68̤
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }8}$ }}$
6
CalAtlantic Group, Inc.S-4
04/27/2018 EXHIBIT 7 LIABILITIES
Deposits:
In domestic offices~
BF~Noninterest-bearing~
Interest-bearing
~
B
.&In foreign offices, Edge and Agreement~
subsidiaries, and IBFsNoninterest-bearing~
"NInterest-bearing~
.&Federal funds purchased and securities,$sold under agreements to repurchase:3+Federal funds purchased in domestic offices~
",6.Securities sold under agreements to repurchase~
UTrading liabilities~
b_Other borrowed money:~
87/(includes mortgage indebtedness and obligations!under capitalized leases)Not applicableNot applicable)!Subordinated notes and debentures~
nOther liabilities~
Total liabilities~
Ds@D"
ls7Z W54/P+8 !"#$%&'()*+,-./012345 !EQUITY CAPITAL!!!!-"%Perpetual preferred stock and related""~
""#surplus$Common stock$$~
$bFE$/%'Surplus (exclude all surplus related to%%~
%%&preferred stock)'Retained earnings''~
''.(&Accumulated other comprehensive income(((
-1,140,000(')Other equity capital components))~
))!*Total bank equity capital**~
*bmY*++#Noncontrolling (minority) interests++~
+\+$,in consolidated subsidiaries-Total equity capital--~
-"n-.....,/$Total liabilities and equity capital//~
/F/0000012$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/0LzU9~!iAQ =PF0*8X>
@554433
l #
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0}$ }
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of trustee as specified in its charter) New York
13-5160382&
(Jurisdiction of incorporation
(I.R.S. employer$if not a U.S. national bank)identification no.)*
"225 Liberty Street, New York, N.Y.
~
0((Address of principal executive offices)
(Zip code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|maUI%J2|T=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }}$ }a
?
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Name of Co-Registrant Jurisdiction of I.R.S. Employer
Incorporation or
Identification No.Organization308 Furman, Ltd.
Texas
01-0757175
360 Developers, LLC
Florida
03-0469008Ann Arundel Farms, Ltd.
Texas
76-0594649!Aquaterra Utilities, Inc.Florida
59-3674555Asbury Woods L.L.C.Illinois
36-4491586Astoria Options, LLCDelaware
26-3838861&Autumn Creek Development, Ltd.
Texas
76-0566381
Aylon, LLCDelaware
74-3135055Bainebridge 249, LLCFlorida
45-5434000&Bay Colony Expansion 369, Ltd.
Texas
01-0634897*"Bay River Colony Development, Ltd.
Texas
20-3461912#BB Investment Holdings, LLCNevadaNoneBCI Properties, LLCNevadaNoneBellagio Lennar, LLCFlorida
46-0560657%Belle Meade LEN Holdings, LLCFlorida
27-1137331!Belle Meade Partners, LLCFlorida
20-3287566!Black Mountain Ranch, LLC
California
05-0574025
BPH I, LLCNevada
36-4805238!Bramalea California, Inc.
California
95-3426206Bressi Gardenlane, LLCDelaware
47-0876961D%lmaUI
@U,a ?qM~( !"#$%&'()*+,-./0123456789:;<=> Builders LP, Inc. Delaware
43-1981685!CalAtlantic Group, Inc.!!Delaware!!
82-3291238*""CalAtlantic Homes of Arizona, Inc.""Delaware""
86-0927144*#"CalAtlantic Homes of Georgia, Inc.##Delaware##
82-3201584*$"CalAtlantic Homes of Indiana, Inc.$$Delaware$$
59-2367217(% CalAtlantic Homes of Texas, Inc.%%Delaware%%
20-4356880-&%CalAtlantic Homes of Washington, Inc.&&Delaware&&
82-1659080'CalAtlantic Title, Inc.''Maryland''
52-1640103(Cambria L.L.C.((Illinois((
36-4343919)Cary Woods, LLC))Illinois))
36-4511011$*Casa Marina Development, LLC**Florida**
55-0817596&+Caswell Acquisition Group, LLC++Delaware++None,Cherrytree II LLC,,Maryland,,
75-2988548-CL Ventures, LLC--Florida--
11-3728443.Coco Palm 82, LLC..Florida..
35-2473155/Colonial Heritage LLC//Virginia//
20-06462890Concord Station, LLP00Florida00
20-09864581Coventry L.L.C.11Illinois11
36-4511106"2CP Red Oak Management, LLC2
2Texas22None!3CP Red Oak Partners, Ltd.3
3Texas33
20-10640264 CPFE, LLC44Maryland44
45-5433728"5Creekside Crossing, L.L.C.55Illinois55
43-2052256(6 Danville Tassajara Partners, LLC66Delaware66
20-14612547Darcy-Joliet L.L.C.77Illinois77
20-12904318DBJ Holdings, LLC88Nevada88None$9DTC Holdings of Florida, LLC99Florida99
45-2118119:;$<____________________________1=)Created by Morningstar Document Research.0>(http://documentresearch.morningstar.com/BC
X<\~Jb@ a;=PF0*8X>
@>>==<<
l ;
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }0.}$ }m}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Durrell 33, LLC
New Jersey
46-2498666
Estates Seven, LLC
Delaware
52-2274380EV, LLCMarylandNoneEvergreen Village LLCDelaware
59-3801488
Faria Preserve, LLC
Delaware
30-0884474F&R Florida Homes, LLCFlorida
27-2136138)!F&R QVI Home Investments USA, LLCDelaware
20-8024189.&Fidelity Guaranty and Acceptance Corp.Delaware
76-0168225FLORDADE LLCFlorida
38-3832923!Fox-Maple Associates, LLC
New Jersey
43-1997377,$Friendswood Development Company, LLC
Texas
74-2859478Garco Investments, LLCFlorida
65-1151300$Greystone Construction, Inc.Arizona
86-0864245'Greystone Homes of Nevada, Inc.Delaware
88-0412604Greystone Nevada, LLCDelaware
88-0412611Greywall Club L.L.C.Illinois
20-1083688Hammocks Lennar LLCFlorida
47-2295202Harveston, LLCDelaware
02-0613649Haverton L.L.C.Illinois
30-0057181HCC Investors, LLCDelaware
33-0770138Heathcote Commons LLCVirginia
20-1178932( Heritage of Auburn Hills, L.L.C.Michigan
38-3395118$Hewitts Landing Trustee, LLC
Massachusetts
27-2909649DslmaUI
N;i3a(f
M !"#$%&'()*+,-./0123456789:+ #Home Buyer?s Advantage Realty, Inc.
Texas
76-0573246!Homecraft Corporation!
!Texas!!
76-0334090"HTC Golf Club, LLC""Colorado""
26-0312522#Inactive Companies, LLC##Florida##
26-2094631$Independence L.L.C.$$Virginia$$
76-0651137#%Isles at Bayshore Club, LLC%%Florida%%
27-2304291(& Kendall Hammocks Commercial, LLC&&Florida&&
30-0771295&'Lagoon Valley Residential, LLC''
California''
20-2636836#(Lakelands at Easton, L.L.C.((Maryland((
03-0501970$)LB/L-Duc III Antioch 330 LLC))Delaware))None*LCD Asante, LLC**Delaware**
26-1131090+Legends Club, LLC++Florida++
48-1259544,Legends Golf Club, LLC,,Florida,,
59-3691814-LEN - Belle Meade, LLC--Florida--
27-1077754.LEN - Palm Vista, LLC..Florida..
27-1077269/LEN Paradise Cable, LLC//Florida//
27-2559480#0LEN Paradise Operating, LLC00Florida00
27-25593691Len Paradise, LLC11Florida11
27-09505112LEN-CG South, LLC22Florida22
45-45999633
Lencraft, LLC33Maryland33
20-17490154LenFive, LLC44Delaware44
47-56147495LenFive Opco GP, LLC55Delaware55
82-260190067$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:J2n
8aB|N7{oc;=PF0*8X>
@::9988
l <b.:
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LenFive Sub, LLC Delaware
37-1796755
LenFive Sub Opco GP, LLC
Delaware
82-2600774LenFive Sub II, LLCDelaware
81-1803170LenFive Sub III, LLCDelaware
37-1824677
LENH I, LLC
Florida
56-2349820Len-Hawks Point, LLCFlorida
45-4049841Lennar Aircraft I, LLCDelaware
20-2424732)!Lennar Arizona Construction, Inc.Arizona
20-5335712Lennar Arizona, Inc.Arizona
20-5335505,$Lennar Associates Management HoldingFlorida
31-1806357Company)!Lennar Associates Management, LLCDelaware
52-2257293Lennar Avenue One, LLCDelaware
46-1440494Lennar Bridges, LLC
California
33-0843355,$Lennar Buffington Colorado Crossing,
Texas
20-2002341L.P.-%Lennar Buffington Zachary Scott, L.P.
Texas
20-1577414Lennar Carolinas, LLCDelaware
20-3150607 Lennar Central Park, LLCDelaware
20-1087322)!Lennar Central Region Sweep, Inc.Nevada
65-1111068"Lennar Central Texas, L.P.
Texas
20-5336543Lennar Chicago, Inc.Illinois
36-3971759$Lennar Colorado Minerals LLCColoradoNoneDlmaUI
I.i)Cqa(V !"#$%&'()*+,-./0123456789:; Lennar Colorado, LLC Colorado
20-0451796,!$Lennar Communities Development, Inc.!!Delaware!!
86-0262130&"Lennar Communities Nevada, LLC""Nevada""
20-3035653,#$Lennar Communities of Chicago L.L.C.##Illinois##
20-2036535 $Lennar Communities, Inc.$$
California$$
33-0855007!%Lennar Construction, Inc.%%Arizona%%
86-0972186&Lennar Courts, LLC&&Florida&&
46-3122365'Lennar Developers, Inc.''Florida''
48-1259540*("Lennar Family of Builders GP, Inc.((Delaware((
43-19816915)-Lennar Family of Builders Limited Partnership))Delaware))
43-1981697*Lennar Flamingo, LLC**Florida**
46-3111056+Lennar Fresno, Inc.++
California++
33-1008718,Lennar Gardens, LLC,,Florida,,
27-4501329-Lennar Georgia, Inc.--Georgia--
20-8892316'.Lennar Greer Ranch Venture, LLC..
California..
33-0888370#/Lennar Heritage Fields, LLC//
California//
27-3194383$0Lennar Hingham Holdings, LLC00Delaware00
20-28660901Lennar Hingham JV, LLC11Delaware11
20-2866001!2Lennar Homes Holding, LLC22Delaware22
16-16412333Lennar Homes NJ, LLC33Delaware33
45-2921631%4Lennar Homes of Arizona, Inc.44Arizona44
65-0163412(5 Lennar Homes of California, Inc.55
California55
93-1223261&6Lennar Homes of Tennessee, LLC66Delaware66
32-040723778$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<A,P#OsOu@tX=PF0*8X>
@;;::99
l <Xd
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }U5}$ }}$ }
<
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)4 ,Lennar Homes of Texas Land and Construction,
Texas
75-2792018
Ltd.2*Lennar Homes of Texas Sales and Marketing,
Texas
75-2792019Ltd.
Lennar Homes, LLC
Florida
59-07115054,Lennar Imperial Holdings Limited PartnershipDelaware
20-2552367)!Lennar International Holding, LLCDelaware
46-1347038!Lennar International, LLCDelaware
61-1697090Lennar Layton, LLCDelaware
26-3797850Lennar Lytle, LLCDelaware
20-2374724Lennar Mare Island, LLC
California
33-0789053$Lennar Marina A Funding, LLCDelaware
27-0762082-%Lennar Massachusetts Properties, Inc.Delaware
20-2681100Lennar Middletown, LLC
New Jersey
45-5441987+#Lennar Multifamily Communities, LLCDelaware
45-2701002*"Lennar New Jersey Properties, Inc.Delaware
20-2681142Lennar New York, LLCNew York
20-3160452'Lennar Northeast Properties LLC
New Jersey
20-4874094)!Lennar Northeast Properties, Inc.Nevada
20-2552288Lennar Northwest, Inc.Delaware
45-2978961-%Lennar Pacific Properties Management,Delaware
30-0139878Inc.'Lennar Pacific Properties, Inc.Delaware
88-0412607D lmaUI
)S-Py 8g !"#$%&'()*+,-./0123456789:; Lennar Pacific, Inc. Delaware
88-0412608"!Lennar PI Acquisition, LLC!!
New Jersey!!
26-1531638+"#Lennar PI Property Acquisition, LLC""
New Jersey""
26-1531376*#"Lennar PIS Management Company, LLC##Delaware##
26-3218984$Lennar Point, LLC$$
New Jersey$$
46-0534484'%Lennar Port Imperial South, LLC%%Delaware%%
20-2552353&Lennar Realty, Inc.&&Florida&&
76-0683361'Lennar Reno, LLC''Nevada''
22-3895412#(Lennar Rialto Investment LP((Delaware((
27-14378794),Lennar Riverside West Urban Renewal Company,))
New Jersey))
20-2562043*L.L.C."+Lennar Riverside West, LLC++Delaware++
20-2552385,Lennar Sacramento, Inc.,,
California,,
33-0794993-Lennar Sales Corp.--
California--
95-4716082&.Lennar Southwest Holding Corp...Nevada..
91-1933536&/Lennar Spencer?s Crossing, LLC//Delaware//
20-2906597$0Lennar Texas Holding Company0
0Texas00
75-2788257"1Lennar Trading Company, LP1
1Texas11
72-15740892Lennar Ventures, LLC22Florida22
26-31035053Lennar West Valley, LLC33
California33
20-13428544Lennar.com Inc.44Florida44
65-0980149&5Lennar/LNR Camino Palomar, LLC55
California55
90-0159727%6Lennar-Lantana Boatyard, Inc.66Florida66
56-232110078$9____________________________1:)Created by Morningstar Document Research.0;(http://documentresearch.morningstar.com/<4Q#^h5b5k=PF0*8X>
@;;::99
l ;[[
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }-}$ }<}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) LEN-Ryan 1, LLC Florida None
Len-Verandahs, LLP
Florida
20-3021304LH Eastwind, LLCFlorida
20-0097714'LH-EH Layton Lakes Estates, LLCArizona
04-3741040
LHI Renaissance, LLC
Florida
02-0680656LMC Construction, LLCDelaware
36-4747722( LMC Malden Station Investor, LLCDelaware
30-0754847LMI Contractors, LLCDelaware
80-0838150( LMI Glencoe Dallas Investor, LLCDelaware
61-1706871+#LMI Lakes West Covina Investor, LLCDelaware
32-0414007$LMI Las Colinas Station, LLCDelaware
32-0395213$LMI Naperville Investor, LLCDelaware
37-1709704&LMI Park Central Investor, LLCDelaware
35-2471697LMI-JC Developer, LLCDelaware
38-3875832LMI-JC, LLCDelaware
90-0843143LMI-West Seattle, LLCDelaware
37-1699874LNC at Meadowbrook, LLCIllinois
36-0026164LNC at Ravenna, LLCIllinois
41-2088272LNC Communities I, Inc.Colorado
84-1317557LNC Communities II, LLCColorado
84-1317558!LNC Communities III, Inc.Colorado
84-1361682LNC Communities IV, LLCColorado
84-1512061LNC Communities V, LLCColorado
84-1513989DlmaUI
X.]Hy X- !"#$%&'()*+,-./0123456789: LNC Communities VI, LLC Colorado
84-1556776 !LNC Communities VII, LLC!!Colorado!!
84-1534329!"LNC Communities VIII, LLC""Colorado""
84-1553326%#LNC Pennsylvania Realty, Inc.##Pennsylvania##
23-2991585#$Long Beach Development, LLC$
$Texas$$
26-2321011'%Lori Gardens Associates II, LLC%%
New Jersey%%
20-1944492(& Lori Gardens Associates III, LLC&&
New Jersey&&
20-1944674''Lori Gardens Associates, L.L.C.''
New Jersey''
76-0664697(Lorton Station, LLC((Virginia((
76-0694499)LW D?Andrea, LLC))Delaware))
20-4489534*Madrona Ridge L.L.C.**Illinois**
20-0278584+Madrona Village L.L.C.++Illinois++
36-4343916#,Madrona Village Mews L.L.C.,,Illinois,,
36-0026266-Majestic Woods, LLC--
New Jersey--
74-3001871".Mid-County Utilities, Inc...Maryland..
76-0610395%/Mission Viejo 12S Venture, LP//
California//
33-0615197$0Mission Viejo Holdings, Inc.00
California00
33-07858621NC Properties I, LLC11Delaware11
27-34430432NC Properties II, LLC22Delaware22
27-3443142-3%North American Asset Development, LLC33
California33
68-0239180*4"North American Title Company, Inc.44
California44
94-29002475Northbridge L.L.C.55Illinois55
36-451110267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:5_J&ZTm
=PF0*8X>
@::9988
l ;
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (62)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }+}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter)( Northeastern Properties LP, Inc. Nevada
20-2552328"
OHC/Ascot Belle Meade, LLC
Florida
20-3276553One SR, L.P.
Texas
75-3030507,$Palm Gardens At Doral Clubhouse, LLCFlorida
26-0801736"
Palm Gardens at Doral, LLC
Florida
20-3959088 Palm Vista Preserve, LLCFlorida
83-0426521PD-Len Boca Raton, LLCDelaware
20-8734358"PG Properties Holding, LLCNorth Carolina
26-4059800( Pioneer Meadows Development, LLCNevada
20-0939113( Pioneer Meadows Investments, LLCNevada
20-0939094
POMAC, LLCMaryland
11-3708149Prestonfield L.L.C.Illinois
36-4511103Providence Lakes, LLPFlorida
20-1744772
PT Metro, LLCDelaware
45-4508755"Raintree Village II L.L.C.Illinois
20-2118282Raintree Village L.L.C.Illinois
20-0090390!Renaissance Joint VentureFlorida
20-0035665'Reserve @ Pleasant Grove II LLC
New Jersey
90-0527127$Reserve @ Pleasant Grove LLC
New Jersey
90-0527123"Reserve at River Park, LLC
New Jersey
72-1537694&Reserve at South Harrison, LLC
New Jersey
76-0682273Rivendell Joint VentureFlorida
65-0843443Rivenhome CorporationFlorida
76-0569346DlmaUI
:rBhCSx !"#$%&'()*+,-./0123456789: RMV, LLC Maryland None&!Rutenberg Homes of Texas, Inc.!
!Texas!!
76-0215995"Rutenberg Homes, Inc.""Florida""
76-0340291#Rye Hill Company, LLC##New York##
20-0809495($ Ryland Homes of California, Inc.$$Delaware$$
95-2635472 %Ryland Homes Nevada, LLC%%Delaware%%
81-0600913'&S. Florida Construction II, LLC&&Florida&&
72-1567303(' S. Florida Construction III, LLC''Florida''
72-1567302$(S. Florida Construction, LLC((Florida((
71-0949799)San Lucia, LLC))Florida))
20-4372714"*Savannah Development, Ltd.*
*Texas**
76-0654193&+Savell Gulley Development, LLC+
+Texas++
26-2592101,Scarsdale, LTD.,
,Texas,,
27-0080619$-Schulz Ranch Developers, LLC--Delaware--
20-4092311.Seminole/70th, LLC..Florida..
56-2529886#/Siena at Old Orchard L.L.C.//Illinois//
20-14767650South Development, LLC00Florida00
20-25815671Southbank Holding, LLC11Florida11
45-2420546(2 Spanish Springs Development, LLC22Nevada22
76-06722773Spectrum Eastport, LLC33Delaware33
11-36983084SPIC Del Sur, LLC44Delaware44
61-16944445SPIC Dublin, LLC55Delaware55
61-176302967$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:aGBlC T!dXL$=PF0*8X>
@::9988
l ;Q
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (63)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }6}$ }}$ }
;
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter) Standard Pacific 1, Inc. Delaware
20-4356066)
!Standard Pacific Investment Corp.
Delaware
26-2204627*"Standard Pacific of Colorado, Inc.Delaware
94-3361834#Standard Pacific of FloridaFlorida
26-4786185,
$Standard Pacific of Florida GP, Inc.
Delaware
20-4356126+#Standard Pacific of Las Vegas, Inc.Delaware
20-2834287/'Standard Pacific of Orange County, Inc.DelawareNone!Standard Pacific of TampaFlorida
81-05792763+Standard Pacific of South Florida GP, Inc.,Delaware
27-0019247.&Standard Pacific of the Carolinas, LLCDelaware
59-3483072/'St. Charles Active Adult Community, LLCMaryland
20-1659598"St. Charles Community, LLCDelaware
82-2955101Stoney CorporationFlorida
59-3374931Stoney Holdings, LLCFlorida
27-5428554#Stoneybrook Clubhouse, Inc.Florida
76-0555539!Stoneybrook Joint VentureFlorida
59-3386329 Strategic Holdings, Inc.Nevada
91-1770357#Strategic Technologies, LLCFlorida
65-0523605"Summerfield Venture L.L.C.Illinois
20-0753624Summerwood, LLCMaryland
27-0045425#SunStreet Energy Group, LLCDelaware
90-0889251TCO QVI, LLCDelaware
45-3568663Temecula Valley, LLC Minnesota
43-1971997DlmaUI
8`}/FPV !"#$%&'()*+,-./0123456789: Terra Division, LLC Minnesota None!The Baywinds Land Trust!!Florida!!
11-65918485"-The Bridges at Rancho Santa Fe Sales Company,""
California""
33-0886703#Inc.1$)The Bridges Club at Rancho Santa Fe, Inc.$$
California$$
33-0867612%%The LNC Northeast Group, Inc.%%Delaware%%
54-1774997*&"The Preserve at Coconut Creek, LLC&&Florida&&
20-3287825'The Ryland Corporation''
California''
95-4868582%(Treasure Island Holdings, LLC((Delaware((
38-3984534)Treviso Holding, LLC))Florida))
45-1961704*U.S. Home Corporation**Delaware**
52-2227619-+%U.S. Home of Arizona Construction Co.++Arizona++
74-2402824,U.S. Home Realty, Inc.,
,Texas,,
76-0136964-U.S.H. Los Prados, Inc.--Nevada--
88-0232393.U.S.H. Realty, Inc...Maryland..
74-2765031/USH - Flag, LLC//Florida//
26-39847760USH Equity Corporation00Nevada00
76-04503411USH LEE, LLC11Florida11
27-53682632USH Woodbridge, Inc.2
2Texas22
76-0561576&3UST Lennar Collateral Sub, LLC33Delaware33
35-2560088!4UST Lennar GP PIS 10, LLC44Delaware44
26-3219799 5UST Lennar GP PIS 7, LLC55Delaware55
26-321917267$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:@@:`.Y4vRymE=PF0*8X>
@::9988
l "yR
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??w!Approximate date of commencemen!CALCULATION OF REGISTRATION FEE!The registrant hereby amends th!The registrant hereby amend (1)!The registrant hereby amend (2)!The registrant hereby amend (3)!The registrant hereby amend (4)!The registrant hereby amend (5)USE OF PROCEEDS!RATIO OF EARNINGS TO FIXED CHAR!INFORMATION NOT REQUIRED IN PRO!INFORMATION NOT REQUIRED IN (1)!INFORMATION NOT REQUIRED IN (2)
Schedule II!Statement of Computation of Rat!Exact name of trustee as specif!Exact name of obligor as specif!Exact name of obligor as sp (1)!Exact name of obligor as sp (2)!Exact name of obligor as sp (3)!Exact name of obligor as sp (4)!Exact name of obligor as sp (5)!Exact name of obligor as sp (6)!Exact name of obligor as sp (7)!Title of the indenture securiti EXHIBIT 7
EXHIBIT 7 (1)!Exact name of trustee as sp (1)!Exact name of obligor as sp (8)!Exact name of obligor as sp (9)!Exact name of obligor as s (10)!Exact name of obligor as s (11)!Exact name of obligor as s (12)!Exact name of obligor as s (13)!Exact name of obligor as s (14)!Exact name of obligor as s (15)!Title of the indenture secu (1)
EXHIBIT 7 (2)
EXHIBIT 7 (3)!Exact name of trustee as sp (2)!Exact name of obligor as s (16)!Exact name of obligor as s (17)!Exact name of obligor as s (18)!Exact name of obligor as s (19)!Exact name of obligor as s (20)!Exact name of obligor as s (21)!Exact name of obligor as s (22)!Exact name of obligor as s (23)!Title of the indenture secu (2)
EXHIBIT 7 (4)
EXHIBIT 7 (5)!Exact name of trustee as sp (3)!Exact name of obligor as s (24)!Exact name of obligor as s (25)!Exact name of obligor as s (26)!Exact name of obligor as s (27)!Exact name of obligor as s (28)!Exact name of obligor as s (29)!Exact name of obligor as s (30)!Exact name of obligor as s (31)!Title of the indenture secu (3)
EXHIBIT 7 (6)
EXHIBIT 7 (7)!Exact name of trustee as sp (4)!Exact name of obligor as s (32)!Exact name of obligor as s (33)!Exact name of obligor as s (34)!Exact name of obligor as s (35)!Exact name of obligor as s (36)!Exact name of obligor as s (37)!Exact name of obligor as s (38)!Exact name of obligor as s (39)!Title of the indenture secu (4)
EXHIBIT 7 (8)
EXHIBIT 7 (9)!Exact name of trustee as sp (5)!Exact name of obligor as s (40)!Exact name of obligor as s (41)!Exact name of obligor as s (42)!Exact name of obligor as s (43)!Exact name of obligor as s (44)!Exact name of obligor as s (45)!Exact name of obligor as s (46)!Exact name of obligor as s (47)!Title of the indenture secu (5)EXHIBIT 7 (10)EXHIBIT 7 (11)!Exact name of trustee as sp (6)!Exact name of obligor as s (48)!Exact name of obligor as s (49)!Exact name of obligor as s (50)!Exact name of obligor as s (51)!Exact name of obligor as s (52)!Exact name of obligor as s (53)!Exact name of obligor as s (54)!Exact name of obligor as s (55)!Title of the indenture secu (6)EXHIBIT 7 (12)EXHIBIT 7 (13)!Exact name of trustee as sp (7)!Exact name of obligor as s (56)!Exact name of obligor as s (57)!Exact name of obligor as s (58)!Exact name of obligor as s (59)!Exact name of obligor as s (60)!Exact name of obligor as s (61)!Exact name of obligor as s (62)!Title of the indenture secu (7)EXHIBIT 7 (14)EXHIBIT 7 (15)THE BANK OF NEW YORK MELLON!THE BANK OF NEW YORK MELLON (1)!THE BANK OF NEW YORK MELLON (2)!THE BANK OF NEW YORK MELLON (3)!THE BANK OF NEW YORK MELLON (4)!THE BANK OF NEW YORK MELLON (5)!THE BANK OF NEW YORK MELLON (6)!THE BANK OF NEW YORK MELLON (7)!THE BANK OF NEW YORK MELLON (8)U }a/}$ }}$ }
"
CalAtlantic Group, Inc.S-4
04/27/2018;3(Exact name of obligor as specified in its charter), $UST Lennar HW Scala SF Joint Venture Delaware
26-3262077
Valencia at Doral, LLC
Florida
20-3959040 Vineyard Point 2009, LLC
California
26-4562548Watermark Realty, Inc.Delaware
65-0619884'
Watermark Realty Referral, Inc.
Florida
59-3227694WCI Communities, Inc.Delaware
27-0472098WCI Communities, LLCDelaware
27-0601855'WCI Communities Management, LLCDelaware
27-0601636&WCI Communities Rivington, LLCDelaware
27-3699386WCI Realty, Inc.Florida
59-3408628&WCI Towers Northeast USA, Inc.Delaware
20-1656944WCP, LLCSouth Carolina
51-0461143-