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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 10, 2025, Millrose Properties, Inc. (the “Company”) completed its previously announced acquisition of land assets consisting of approximately 24,000 homesites (the “LandCo Assets”) through the acquisition of 100% of the outstanding stock of Rausch Coleman Companies, LLC (“Rausch”) for approximately $900 million in cash, which is net of option deposits funded by Lennar Corporation (“Lennar”) and other holdbacks (the “LandCo Asset Acquisition”). The Company funded the LandCo Asset Acquisition using cash on hand.
In connection with the LandCo Asset Acquisition, the Company entered into a letter agreement, dated as of February 6, 2025 (the “Direction Letter”), with U.S. Home, LLC, a subsidiary of Lennar Corporation (“U.S. Home”), pursuant to which U.S. Home directed the Company to, and the Company agreed to (directly or indirectly), acquire the LandCo Assets. The LandCo Assets are optioned to Lennar and are subject to the same representations and protections consistent with the assets transferred in connection with the previously announced spin-off of the Company from Lennar consummated on February 7, 2025.
The foregoing description of the Direction Letter is not complete and is qualified in its entirety by reference to the Direction Letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is hereby incorporated by reference into this Item 1.01.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 2.01 of this Form 8-K is incorporated by reference in this Item 2.01.
| Item 7.01 | Regulation FD Disclosure. |
On February 10, the Company issued a press release announcing completion of the LandCo Asset Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
Pro forma financial statements giving effect to the LandCo Asset Acquisition were previously filed in the Company’s Registration Statement on Form S-11 filed with the Securities and Exchange Commission on January 13, 2025 (File No. 333-283883) and are incorporated by reference in this Item 9.01(b).
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 2.1 | Letter Agreement, dated February 6, 2025, by and between U.S. Home, LLC and Millrose Properties, Inc. | |
| 99.1 | Press Release dated February 10, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MILLROSE PROPERTIES, INC. | ||||||
| Date: February 10, 2025 | By: | /s/ Garett Rosenblum | ||||
| Name: | Garett Rosenblum | |||||
| Title: | Chief Financial Officer and Treasurer | |||||
Exhibit 2.1
| U.S. Home, LLC c/o Lennar Corporation 5505 Waterford District Drive Miami, FL 33126
February 6, 2025 |
VIA EMAIL
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Attention: Robert Nitkin
E-mail: Robert.Nitkin@klimllc.com
Re: Instructions to Acquire Supplemental Transferred Assets
Dear Mr. Nitkin:
Reference in this letter (this “Letter”) is made to that certain (a) Equity Purchase Agreement (as may be amended, amended and restated, modified, supplemented or waived, from time to time, the “Purchase Agreement”), dated as of November 18, 2024, by and among RCC Consolidated LLC, an Arkansas limited liability company (“RCC Seller” or the “Seller Representative” as the context so requires), MRL Consolidated LLC, an Arkansas limited liability company (“MRL Seller”, and together with RCC Seller, collectively, “Sellers”), U.S. Home, LLC, a Delaware limited liability company (“Buyer”), Lennar Corporation, a Delaware corporation (“Parent”), and the Seller Principals named therein and (b) Pre-Spin Assignment, Assumption and Contribution Agreement (the “Contribution Agreement”), dated as of February 6, 2025, by and among Buyer, Parent, Millrose Properties, Inc., a Maryland corporation (“Millrose”) and the other parties thereto. Each capitalized term used but not otherwise defined herein shall have the respective meaning ascribed thereto in the Purchase Agreement.
Pursuant to Section 1(B)(ii) of the Contribution Agreement, Buyer hereby directs Millrose to, and accordingly Millrose hereby agrees that it shall, directly or indirectly through a wholly-owned subsidiary of Millrose (including Millrose Properties Holdings, LLC, a Delaware limited liability company), purchase (the “Purchase”) 100% of the issued and outstanding equity interests of a newly formed parent holding company of Rausch Coleman Companies, LLC, an Arkansas limited liability company, as contemplated by the Pre-Closing Reorganization steps set forth on Schedule 7.12-1 of the Purchase Agreement, or any other entity owning, directly or indirectly, the LandCo Assets (as defined herein) (such entity, “LandCo”) under Section 12.7 of the Purchase Agreement, pursuant to reasonable closing documentation as directed by Buyer to be executed and delivered by Millrose, it being acknowledged and agreed by Millrose that such closing documentation shall be deemed reasonable in the event such documentation provides for (1) a purchase price to be paid by Millrose in connection with the Purchase of approximately $900,000,000, (2) treatment of the assets acquired by Millrose as “Supplemental Transferred Assets” (as defined in the Contribution Agreement) and (3) indemnification by Buyer of Millrose as a Supplemental Purchaser (as defined in the Contribution Agreement) as contemplated by the Contribution Agreement with respect to the LandCo Assets (as defined below) (such documentation, the “Approved Closing Documents”).
At the Closing, it is intended that the assets of LandCo be limited to direct or indirect interests in all real property for which vertical construction has not yet commenced (the “Land”), along with any and all improvements, appurtenances, rights, privileges and easements benefitting, belonging or pertaining thereto and any and all licenses, entitlements, development rights, permits and contracts relating to the use or occupancy of the Land owned or held by LandCo and its Subsidiaries immediately prior to the consummation of the transactions contemplated by the Reorganization Agreements (the “LandCo Assets”).
By its execution of this Letter, Millrose agrees that it shall take all reasonably necessary and desirable actions as directed by Buyer with respect to the Purchase Agreement (including the execution and delivery of Approved Closing Documents as directed by Buyer and consummating the Purchase). Solely in order to secure the execution thereof, Millrose hereby irrevocably appoints Buyer as the attorney-in-fact and proxy of Millrose (with full power of substitution), for and in its name, place and stead, to execute and deliver the Approved Closing Documents and any other documentation necessary or reasonably advisable to effectuate the Purchase, only in the case that Millrose fails to take such actions within one Business Day of Millrose’s receipt of Buyer’s written request (email being sufficient). Millrose intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and Millrose will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to the matters set forth in this Letter.
This Letter may be executed in one or more counterparts, each of which shall be deemed an original. Said counterparts shall constitute but one and the same instrument and shall be binding upon each of the undersigned individually as fully and completely as if all had signed but one instrument and shall be unaffected by the failure of any of the undersigned to execute any or all of said counterparts. Any facsimile or e-mail (in .pdf format) transmittal of original signature versions of this Letter shall be considered to have the same legal effect as execution and delivery of the original document and shall be treated in all manner and respects as the original document. Execution of this Letter by a party by e-signature shall fully bind such party to this Letter.
This Letter may not be amended except by an instrument in writing signed by Buyer and Millrose; provided, that, for the avoidance of doubt, the designation evidenced by this Letter may be revoked by Buyer at any time by written notice to Millrose. This Letter shall be binding upon and shall inure to the benefit of the Buyer, Millrose, and each of their permitted successors and assigns.
This Letter and any claim or controversy hereunder shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. Any legal action, suit or proceeding arising out of or relating to this Letter or the transactions contemplated hereby may only be instituted in the Chancery Court of the State of Delaware, and if the Chancery Court of the State of Delaware denies jurisdiction (each party hereby agreeing not to challenge the jurisdiction of the Chancery Court of the State of Delaware or appropriateness of such venue), then the federal courts located in the State of Delaware (each party hereby agreeing not to challenge the jurisdiction of the state courts or the federal courts located in the State of Delaware or appropriateness of such venue).
[No further text on this page. Signature pages follow.]
2
| Respectfully, | ||
| BUYER: | ||
| U.S. HOME, LLC, | ||
| A Delaware limited liability company | ||
| By: | /s/ Fred B. Rothman | |
| Name: Fred B. Rothman | ||
| Title: Chief Operating Officer | ||
[Signatures continue on following page.]
| ACKNOWLEDGED AND AGREED TO: | ||
| MILLROSE PROPERTIES, INC. | ||
| By: | /s/ Mark Sustana | |
| Name: Mark Sustana | ||
| Title: Vice President, General Counsel and Secretary | ||
Exhibit 99.1
MILLROSE PROPERTIES COMPLETES ACQUISITION OF RAUSCH COLEMAN HOMES LAND ASSETS
MIAMI, February 10, 2025 – Millrose Properties, Inc. (NYSE: MRP, “Millrose”), a “first-of-its-kind” Homesite Option Purchase Platform for residential homebuilders (HOPP’R), announced today that it has completed the previously announced acquisition of approximately 24,000 homesites from Rausch Coleman Homes (“Rausch Coleman”), and simultaneously executed option agreements with Lennar Corporation (“Lennar”) on all acquired homesites.
Millrose acquired the Rausch Coleman homesites for approximately $900 million in cash, which is net of option deposits funded by Lennar and other holdbacks. The transaction was funded using Millrose’s cash on hand. After the closing, Millrose retains approximately $1.3 billion in available funding capacity under its revolving credit facility.
This transaction follows a previously announced definitive agreement between Lennar and Rausch Coleman, under which Lennar acquired Rausch Coleman’s homebuilding operations.
Darren Richman, CEO and President of Millrose, stated, “Today, we successfully completed the previously announced acquisition of Rausch Coleman homesites, as detailed in the Registration Statement related to Millrose’s spin-off from Lennar. With this milestone achieved, we are now focused on advancing our accretive growth strategy and expanding our counterparties across the industry.”
Millrose is externally managed by Kennedy Lewis Land and Residential Advisors LLC (“Kennedy Lewis”), an affiliate of Kennedy Lewis Investment Management, an institutional alternative investment firm with over $25 billion in assets under management. Kennedy Lewis provides Millrose access to its deep financial expertise, extensive operational platforms and strong homebuilder relationships.
About Millrose Properties, Inc.
Millrose purchases and develops residential land and sells finished homesites back to Lennar and potentially other homebuilders by way of option contracts with predetermined costs and takedown schedules. While Lennar is currently Millrose’s only customer, Millrose anticipates that its “first of its kind” public vehicle will be attractive to other homebuilders seeking to implement an asset-light strategy and believes that becoming a capital source for other homebuilders will provide for accretive growth to the Millrose platform.
Millrose’s assets perform more like work-in-process inventory versus traditional land bank assets, with limited entitlement and development risk, and scheduled takedowns that allow homebuilders to purchase finished homesites just in time for home construction. As fully developed homesites are acquired, capital is recycled into future land acquisitions for Lennar and potentially other homebuilders, providing each customer with uninterrupted access to capital. Millrose expects to generate recurring income from monthly option payments pursuant to purchase option contracts with Lennar and potentially other homebuilders.
Forward-looking Statements
This press release contains forward-looking statements, including, in particular, statements about Millrose’s businesses, plans, strategies and objectives, including the value of Rausch Coleman’s land assets. 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 and future business decisions, 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. Important factors that could cause differences between anticipated and actual results include the risks and uncertainties described in Millrose’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof and Millrose does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. 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.