Lennar in Spin-Off of Millrose

Cleary Gottlieb represented Lennar Corporation (Lennar) in its taxable spin-off of Millrose Properties, Inc. (Millrose) from Lennar through a distribution of approximately 80% of Millrose’s total outstanding stock to Lennar’s stockholders (the Spin-Off).

Each Lennar stockholder of record as of January 21, 2025, received one share of Millrose’s Class A common stock for every two shares of Lennar stock, unless they elected to receive Class B common stock instead. Lennar temporarily retains 20% of Millrose’s total outstanding common stock in the form of Class A common stock, which it expects to dispose of through a subsequent spin-off, split-off, public offering, private sale, or any combination of these potential transactions. The Spin-Off became effective before market open on February 7, 2025.

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.

Millrose is an independent publicly traded company, currently trading on the NYSE under the symbol “MRP,” and engages, 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. Millrose intends to be treated as a real estate investment trust (REIT) for federal income tax purposes.

For more information, please see the press release.