Millrose Properties Inc-A美股招股说明书(2025-01-17版)

Up to 135,000,000 Shares ofClass A Common Stock and Class B Common Stock Millrose Properties, Inc. is a corporation incorporated under the laws of the State of Maryland on March 19, 2024for the purpose of being spun off into an independent publicly traded company that will provide, through certainsubsidiaries, an operational and capital solution for home builders and land development companies to finance theacquisition and development of land assets through its Homesite Option Purchase Platform (known as the“HOPP’R”). The HOPP’R is a comprehensive suite of systems and procedures that Lennar has developed to operateand manage the acquisition, financing and development of land assets on a large scale. The land developmentactivities that Millrose will finance include the installation of all necessary infrastructure required to build homes,including drainage, sewage, water lines, roads, sidewalks, utility lines, grading, landscaping and, in certain cases, theconstruction of recreational facilities, common area elements and other amenities. This land development activity isreferred to as “Horizontal Development.” Millrose is not intended to be a traditional land company nor a traditional land bank. Millrose is designed to offerrecycled capital to purchase, own and finance relatively short-duration land, and the Horizontal Development of thatland, for the express purpose of delivering fully developed homesites to home builders on scheduled takedowntimelines that reflect the production schedules of such home builders, all pursuant to purchase option contracts thatMillrose will enter into with such home builders. Millrose is designed to recycle the capital it receives from the saleof its land assets to fund future transactions (e.g., using the proceeds from the payment of option deposits and theexercise of purchase options to finance acquisition and development of future land assets without having to repay toLennar the value of the initial contribution). Millrose’s assets are intended to perform more like “work-in-progress”assets than like traditional land assets, due to the shorter term duration, the limited entitlement risk, as well as otherunique contractual attributes that we expect to be included in the purchase option contracts (including the LennarAgreements, which is defined below). Millrose combines these attributes with carefully tailored contractual andoperational processes that have been constructed and designed by Lennar over more than 20 years to help Lennarand, in the future, other home builders accelerate their land light strategy with the use of the HOPP’R. With the HOPP’R, Millrose intends to provide a self-financing recycled land acquisition and HorizontalDevelopment financing solution to provide home builders with (i) access to lower or competitive cost of capital onan ongoing “recycled” basis and (ii) more certainty about having reliable, consistent and uninterrupted access tocapital, through both periods of strong market conditions and periods of market downturn or continued periods ofweakened market conditions, subject to the assumptions detailed in this prospectus. Initially, at the time of the Spin-Off, Lennar will be Millrose’s only customer. Millrose has engaged and continues to engage in discussions with other home builders who are interested in becoming new customers, but there is no guarantee that Millrose will besuccessful in negotiating agreements with additional customers and there is no guarantee that Millrose will be ableto secure any business arrangements with any home builders outside of Lennar in any given timeframe. As part ofthe Spin-Off, Lennar will contribute land inventory that has all discretionary approvals and entitlements necessary toallow Horizontal Development to begin soon after the acquisition of the land, including (i) subdivided and fullydeveloped land inventory on which homes may be built and (ii) subdivided or non-subdivided land inventoryundergoing necessary Horizontal Development and subdivision so that homes may be built on them (the“Homesites”). All Homesites owned by Millrose will be sold pursuant to pre-negotiated purchase option contractswith Lennar, initially, and other customers, in the future, with such sales generating cash for Millrose that will thenbe recycled back into future acquisitions and Horizontal Development of new(cover page continues) Table of Contents properties. This self-financing reliable cycle is a unique feature of Millrose’s solution to traditional Land Banking,which is an off-balance sheet financing structure whereby a Land Banking provider (separate from the home builderitself) purchases fee title to land parcels, and then enters into purchase option agreements with home builders to sellthe land parcels back once they become fully developed Homesites. Millrose’s self-financing reliable cycle is madepossible by (a) the use of the HOPP’R to operate and manage the acquisition, financing and HorizontalDevelopment of land assets