MIAMI, Jan. 10,
2025 /PRNewswire/ -- Lennar Corporation (NYSE: LEN
and LEN.B) ("Lennar") announced that its Board of Directors has
declared a dividend and set the date for the previously announced
taxable spin-off of approximately 80% of the stock of Millrose
Properties, Inc. ("Millrose").
Stuart Miller,
Executive Chairman and Co-Chief Executive Officer of Lennar, said,
"We are very pleased to announce another milestone towards
completing the successful spin-off of Millrose. This
spin-off is a significant step in our transition to a land
light manufacturing homebuilding model."
Lennar expects to distribute to its stockholders 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 of record at the close
of business on January 21, 2025, as
more fully described below. The distribution will take place prior
to the opening of trading on February 7,
2025. Persons who acquire Lennar stock after the close
of business on the record date will not receive Millrose shares in
the spin-off. Lennar anticipates that "when-issued" trading in
Millrose Class A common stock on the NYSE will begin on or about
February 5, 2025 under the symbol
"MRP WI" and Millrose Class A common stock will begin "regular-way"
trading on the NYSE on February 7,
2025 under the symbol "MRP."
Millrose will have two classes of stock: Class A common stock
and Class B common stock. The two classes will be essentially
identical, except that holders of Millrose Class A common
stock will be entitled to one vote per share and holders of
Millrose Class B common stock will be entitled to ten votes per
share. The Class A common stock will be listed on the New York
Stock Exchange under the symbol "MRP." Millrose has not applied to
list its Class B common stock on any securities exchange or to have
it quoted on any quotation system, and Millrose does not intend to
do so. Therefore, we do not expect a trading market to develop for
Millrose Class B common stock. Additional differences related to
additional voting rights and lower valuation of Class B common
stock are further described in the registration statement filed
by Millrose.
In the distribution, all holders of Lennar Class A and Class B
common stock will receive shares of Millrose Class A common stock,
except to the extent that any Lennar stockholder(s) elect, during a
specified election period, to receive Millrose Class B common stock
instead of Millrose Class A common stock with regard to some or all
of the Millrose stock to which they are entitled. The election
period will begin on January 21,
2025, and will end on February 3,
2025. The class of Millrose common stock a Lennar
stockholder elects to receive will not affect the number of
Millrose shares the Lennar stockholder will receive. All Lennar
stockholders who do not elect to receive Millrose Class B common
stock by the end of the election period will receive Millrose Class
A common stock regardless of the class of Lennar stock they hold.
Election materials will be distributed to Lennar stockholders
promptly after the record date.
The distribution of Milrose shares will be taxable to the Lennar
stockholders who receive the shares.
Detailed information about Millrose and about the spin-off is
contained in a Millrose registration statement on Form S-11 under
the Securities Act of 1933, as amended, that has been filed with
the SEC and which can be obtained on the SEC website www.SEC.gov,
or on Millrose's website www.Millroseproperties.com. Millrose's
website has been provided as a convenience, and the information
contained on such website is not incorporated by reference into
this press release. Alternatively, Millrose will arrange to send
you, free of charge, the registration statement if you request it
by contacting Millrose Properties, Inc. at 600 Brickell Avenue,
Suite 1400, Miami, Florida 33131,
or at info@millroseproperties.com.
Completion of the spin-off is subject to various conditions and
the Lennar Board of Directors can determine at any time prior to
the distribution that Lennar should not carry out the spin-off.
About Lennar
Lennar Corporation, founded in 1954, is one of the nation's
leading builders of quality homes for all generations. Lennar
builds affordable, move-up and active adult homes primarily under
the Lennar brand name. Lennar's Financial Services segment provides
mortgage financing, title and closing services primarily for buyers
of Lennar's homes and, through LMF Commercial, originates mortgage
loans secured primarily by commercial real estate properties
throughout the United States.
Lennar's Multifamily segment is a nationwide developer of
high-quality multifamily rental properties. LENX drives
Lennar's technology, innovation and strategic investments.
About Millrose
After the spin-off, Millrose will become an independent,
publicly traded company that will engage, through its subsidiaries,
in land purchases, horizontal development and homesite option
purchase arrangements, for Lennar, certain entities with which
Lennar has a business relationship or in which Lennar has an
ownership interest, and potentially other homebuilders and
developers.
*****
A registration statement relating to the Millrose securities has
been filed with the SEC but has not yet become effective. Those
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This
press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Forward-looking statements
This press release contains forward-looking statements,
including, in particular, statements about the successful
completion of the spin-off and Millrose's business, plans,
strategies and objectives following the spin-off. You can generally
identify forward-looking statements by our use of forward-looking
terminology such as "may," "can," "shall," "will," "expect,"
"intend," "anticipate," "estimate," "believe," "continue" or other
similar words or the negatives thereof. Assumptions relating to
these statements involve judgments with respect to, among other
things, competitive and market conditions, future business
decisions and Millrose's relationships with customers, all of which
are difficult or impossible to accurately predict and many of which
are beyond our control. There can be no assurance that these
forward-looking statements will prove to be accurate and our actual
results, performance and achievements may be materially different
from that expressed or implied by these forward-looking statements.
Additionally, there can be no assurance that the Millrose spin-off
will be completed on the expected timing or at all. In light of the
significant uncertainties inherent in these forward-looking
statements, the inclusion of this information should not be
regarded as a representation by us or any other person that our
objectives and plans, which we consider to be reasonable, will be
achieved.
Contact:
Ian Frazer
Investor Relations
Lennar Corporation
(305) 485-4129
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SOURCE Lennar Corporation
