UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 | |||||