01—Abstract
Summary
Summary of the 8-K filed January 13, 2025. Cited figures are marked; the original filing is the authoritative source.
Lennar Corporation (NYSE: LEN and LEN.B) announced on January 10, 2025 that its Board of Directors declared a stock dividend and set the record date for the previously announced taxable spin-off of approximately 80%a of the stock of Millrose Properties, Inc. ("Millrose").
Stockholders of record at the close of business on January 21, 2025 will receive one share of Millrose Class A or Class B common stock for each two shares of Lennar Class A or Class B common stock held. The distribution is expected to occur before the opening of trading on February 7, 2025. The spin-off is described by Lennar's Executive Chairman and Co-Chief Executive Officer, Stuart Miller, as a significant step in the company's transition to a land light manufacturing homebuilding model.
Millrose will have two classes of stock: Class A, listed on the NYSE under the symbol "MRP" with one vote per share, and Class B, which is not listed and carries ten votes per share. Lennar stockholders may elect during a period from January 21, 2025 to February 3, 2025 to receive Millrose Class B shares instead of Class A shares, with no effect on the number of shares received. The distribution will be taxable to Lennar stockholders who receive Millrose shares.
Completion remains subject to various conditions, and Lennar's Board may determine at any time before the distribution not to proceed. The filing also notes that Millrose's registration statement on Form S-11 has been filed with the SEC but has not yet become effective.
02—Key points
Key Highlights
- Lennar's Board declared a stock dividend in connection with the taxable spin-off of approximately 80% of Millrose Properties, Inc. stock.
- Record date is January 21, 2025; distribution is expected before the open of trading on February 7, 2025.
- Distribution ratio: one Millrose Class A or Class B share for each two Lennar Class A or Class B shares held of record.
- Millrose Class A common stock is expected to trade on the NYSE as "MRP" (when-issued as "MRP WI" starting on or about February 5, 2025).
- Millrose Class B shares carry ten votes per share versus one vote for Class A; Class B is not listed and is not expected to have a trading market.
- Stockholder election period for Millrose Class B shares runs from January 21, 2025 to February 3, 2025.
- The distribution is taxable to Lennar stockholders who receive Millrose shares, and completion is subject to conditions and Board discretion.
03—Questions
Frequently Asked Questions
What do Lennar stockholders receive in the spin-off?
Lennar stockholders of record at the close of business on January 21, 2025 will receive one share of Millrose Class A or Class B common stock for each two shares of Lennar Class A or Class B common stock held. Persons acquiring Lennar stock after the record date will not receive Millrose shares.
When will Millrose shares begin trading?
When-issued trading in Millrose Class A common stock on the NYSE is anticipated to begin on or about February 5, 2025 under the symbol "MRP WI." Regular-way trading under the symbol "MRP" is expected to begin on February 7, 2025, the same date the distribution is expected to occur before the market opens.
Is the spin-off taxable to shareholders?
Yes. The filing states that the distribution of Millrose shares will be taxable to the Lennar stockholders who receive the shares.
Can stockholders choose which class of Millrose stock they receive?
Yes, during an election period from January 21, 2025 to February 3, 2025, Lennar stockholders may elect to receive Millrose Class B common stock instead of Class A for some or all of their entitled shares. The election does not change the number of Millrose shares received. Holders who do not elect Class B receive Class A regardless of their Lennar class.
What could prevent the spin-off from being completed?
Completion is subject to various conditions, and Lennar's Board of Directors may determine at any time before the distribution that Lennar should not carry out the spin-off. The filing also notes that the Millrose registration statement on Form S-11 has not yet become effective, and the forward-looking statements caution that completion on the expected timing or at all is not assured.
04—Continue