01—Abstract
Summary
Summary of the 8-K filed January 21, 2025. Cited figures are marked; the original filing is the authoritative source.
Lennar Corporation (NYSE: LEN and LEN.B) issued a press release on January 21, 2025, filed as Exhibit 99.1 to this Form 8-K, reminding stockholders that the record date and election period for the previously disclosed taxable spin-off of Millrose Properties, Inc. now begin.
The spin-off covers approximately 80%a of the stock of Millrose. Under the terms stated in the filing, each Lennar Class A or Class B stockholder of record at the close of business on January 21, 2025 will receive one share of Millrose Class A common stock for every two shares of Lennar common stock held on the record date, with the distribution scheduled for February 7, 2025. Holders may elect to receive Millrose Class B common stock instead of Class A for some or all of their entitlement.
The election period ends at 5:00 p.m. New York City time on February 3, 2025. Holders who do not submit a valid election before that deadline will receive Class A shares.
Elections must be made electronically, as the filing states there is no mail option for the election form. The filing notes that Millrose's registration statement on Form S-11 was declared effective on January 17, 2025.
It also states that the spin-off may not be completed on the expected timing or at all. After the spin-off, Millrose will be an independent, publicly traded company that acquires land, performs horizontal development and holds homesite option purchase arrangements, principally for Lennar and related entities.
02—Key points
Key Highlights
- Record date for the Millrose spin-off is January 21, 2025; the distribution is scheduled for February 7, 2025.
- Lennar stockholders receive one share of Millrose Class A common stock for every two shares of Lennar Class A or Class B common stock held of record.
- The spin-off covers approximately 80% of the stock of Millrose Properties, Inc.
- The election period to receive Millrose Class B common stock instead of Class A ends at 5:00 p.m. New York City time on February 3, 2025.
- Elections must be submitted electronically or through a brokerage or nominee; the filing states there is no option to submit the election form by mail.
- The Millrose Form S-11 registration statement was declared effective on January 17, 2025.
- The transaction is taxable, and the filing states that completion on the expected timing or at all is not assured.
03—Questions
Frequently Asked Questions
Who is eligible to receive Millrose shares in the spin-off?
Holders of Lennar Class A or Class B common stock as of the close of business on January 21, 2025 (the record date). Shares acquired in trades that settle after the record date, or otherwise not held on that date, will not receive Millrose shares.
What ratio determines how many Millrose shares I receive?
Each holder of record receives one share of Millrose Class A common stock for each two shares of Lennar Class A or Class B common stock held on the record date.
What happens if I do not make an election?
Holders who do not submit a properly completed election form or a valid election through their brokerage or nominee before 5:00 p.m. New York City time on February 3, 2025 will receive Millrose Class A common stock in the distribution, including Class B holders.
How can I make an election to receive Millrose Class B stock?
Elections must be made electronically, either using the instructions in the election materials mailed by Lennar's transfer agent or through the holder's brokerage firm or other nominee. The filing states that mail submission of the election form is not an option.
Where can I find more information about Millrose and the spin-off?
The filing directs stockholders to Millrose's registration statement on Form S-11 and related prospectus, available on the SEC website (www.SEC.gov) or Millrose's website (www.Millroseproperties.com). Stockholders may also request the documents free of charge from Millrose Properties, Inc. at 600 Brickell Avenue, Suite 1400, Miami, Florida 33131, or [email protected].
04—Continue