Millrose Properties Reports Material Definitive Agreement & Equity Sales

TL;DR

Millrose Properties just dropped an 8-K: new deals, equity sales, and possible control change. Big moves ahead.

AI Summary

Millrose Properties, Inc. filed an 8-K on February 7, 2025, reporting several material events. These include entering into a definitive agreement, creating a direct financial obligation, unregistered sales of equity securities, and changes in control. The company also reported on compensatory arrangements for officers and amendments to its articles of incorporation or bylaws.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential changes in control and financial obligations, which could impact the company's future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple material events including financial obligations and changes in control, which inherently carry significant risk.

Key Players & Entities

• Millrose Properties, Inc. (company) — Filer
• Millrose, Inc. (company) — Former company name
• 20250207 (date) — Filing date
• 20250206 (date) — Period of report

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share MRP New York Stock Exchan
• $5.5 billion — th the Spin Off, Lennar has contributed $5.5 billion in land assets and cash of $1 billion t
• $1 billion — $5.5 billion in land assets and cash of $1 billion to Millrose. In connection with the S
• $500 million — on with an aggregate value in excess of $500 million at a price per share lower than the pri
• $50 million — the Initial Properties will not exceed $50 million and for any future Admitted Properties
• $25 million — ure Admitted Properties will not exceed $25 million. In the event a Lennar Party's Purcha

Filing Documents

• d760441d8k.htm (8-K) — 140KB
• d760441dex31.htm (EX-3.1) — 85KB
• d760441dex32.htm (EX-3.2) — 115KB
• d760441dex101.htm (EX-10.1) — 207KB
• d760441dex102.htm (EX-10.2) — 103KB
• d760441dex103.htm (EX-10.3) — 105KB
• d760441dex104.htm (EX-10.4) — 73KB
• d760441dex105.htm (EX-10.5) — 228KB
• d760441dex106.htm (EX-10.6) — 364KB
• d760441dex107.htm (EX-10.7) — 179KB
• d760441dex108.htm (EX-10.8) — 35KB
• d760441dex109.htm (EX-10.9) — 792KB
• d760441dex1010.htm (EX-10.10) — 57KB
• d760441dex1011.htm (EX-10.11) — 62KB
• d760441dex1012.htm (EX-10.12) — 80KB
• d760441dex1013.htm (EX-10.13) — 40KB
• d760441dex1014.htm (EX-10.14) — 71KB
• d760441dex1015.htm (EX-10.15) — 73KB
• d760441dex1016.htm (EX-10.16) — 139KB
• d760441dex991.htm (EX-99.1) — 19KB
• 0001193125-25-022336.txt ( ) — 3826KB
• mrp-20250206.xsd (EX-101.SCH) — 3KB
• mrp-20250206_lab.xml (EX-101.LAB) — 19KB
• mrp-20250206_pre.xml (EX-101.PRE) — 12KB
• d760441d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2025 Millrose Properties, Inc. (Exact name of registrant as specified in its charter) Maryland 001-42476 99-2056892 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 Brickell Avenue , Suite 1400 Miami , Florida 33131 (Address of principal executive offices) (Zip Code) 212 - 782-3841 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Class A Common Stock, par value $0.01 per share MRP New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement. On February 7, 2025 (the "Distribution Date"), Lennar Corporation ("Lennar") completed the previously announced distribution of 120,980,401 shares of Class A common stock of Millrose Properties, Inc. ("Millrose"), par value $0.01 per share ("Class A Common Stock"), and 11,819,811 shares of Class B common stock of Millrose, par value $0.01 per share ("Class B Common Stock" and, together with Class A Common Stock, "Common Stock"), subject to de minimis adjustments, representing approximately 80% of the outstanding Common Stock, to holders of Lennar Class A common stock and Class B common stock (the "Distribution" or "Spin Off"). Each holder of Lennar Class A common stock or Class B common stock received one share of Class A Common Stock or Class B Common Stock for every two shares of Lennar Class A common stock or Class B common stock held as of the close of business on January 21, 2025 (the "Record Date"). Following the Distribution, Lennar will temporarily retain 33,200,053 shares (approximately 20% of the outstanding shares of Millrose) of Common Stock in the form of Class A Common Stock (the "Retained Shares"). Lennar has agreed not to exercise its voting rights with respect to the Retained Shares. Upon the consummation of the Spin Off, Millrose became an independent public company listed on the New York Stock Exchange (the "NYSE") under the symbol "MRP". Millrose is externally managed by Kennedy Lewis Land and Residential Advisors LLC (the "Manager"), an affiliate and subsidiary of Kennedy Lewis Investment Management LLC ("Kennedy Lewis"). The Manager provides Millrose access to the Manager's deep financial expertise, extensive operational platforms and strong homebuilder relationships. Immediately following the Spin-Off, the Manager will leverage its full resources to deliver its already robust backlog of deals and to pursue accretive homesite option purchase arrangements with other third-party homebuilders and developers throughout the industry. The Manager is currently actively evaluating these potential transactions for suitability for Millrose using its standard due diligence procedures and expects to have one or more of such transactions under contract by the time Millrose announces its financial results for the first quarter of 2025. Millrose expects to utilize its revolving credit facility under the Credit Agreement (as defined below) to finance these transactions. In connection with the Spin Off, Lennar has contributed $5.5 billion in land assets and cash of $1 billion to Millrose. In connection with the Spin-Off, Millrose entered into several agreements, as described below. Management Agreement On the Distribution Date, Millrose and the Manager entered into the Management Agreement (the "Management Agreement"). The Management Agreement requires the Manager to manage Millrose's and its subsidiaries' assets and day-to-day operations, subject to

View Full Filing

View this 8-K filing on SEC EDGAR