SCHEDULE 13D: Miller Family Entities Disclose Significant Stake in Millrose Properties Following Lennar Spin-Off

LMM Family Corp., MP Alpha Holdings LLLP, and The Miller Charitable Fund LLLP have collectively reported beneficial ownership of 6.5% of Millrose Properties, Inc.'s Class A Common Stock following a spin-off from Lennar Corporation.

Summary

• The Reporting Persons, LMM Family Corp. (LMM), MP Alpha Holdings LLLP, and The Miller Charitable Fund, LLLP, have filed a Schedule 13D disclosing their beneficial ownership in Millrose Properties, Inc.
• LMM is identified as the sole general partner of both MP Alpha Holdings and The Miller Charitable Fund.
• The beneficial ownership was acquired through a spin-off completed on February 7, 2025, where Lennar Corporation distributed shares of Millrose Properties to its shareholders.
• As part of the spin-off, Lennar shareholders received one share of Millrose Properties Class A or Class B Common Stock for every two shares of Lennar stock held as of the record date, January 21, 2025.
• The Reporting Persons collectively beneficially own 91.5% of the outstanding Class B Common Stock of Millrose Properties.
• This significant Class B ownership grants them the power to convert all Class B Common Stock into Class A Common Stock.
• No funds or other consideration were involved in the Reporting Persons' acquisition of these shares.
• LMM Family Corp. is the beneficial owner of 10,816,805 shares of Class A Common Stock, representing 6.5% of the total Class A shares outstanding.
• MP Alpha Holdings LLLP is the beneficial owner of 10,543,663 shares of Class A Common Stock, representing 6.4% of the total Class A shares outstanding.
• The Miller Charitable Fund, LLLP is the beneficial owner of 273,142 shares of Class A Common Stock, representing 0.2% of the total Class A shares outstanding.
• Each share of Class B Common Stock entitles the holder to 10 votes, while each Class A share entitles the holder to one vote.
• LMM Family Corp. holds 108,168,050 votes, accounting for 39.7% of all votes castable at a stockholders' meeting.
• MP Alpha Holdings LLLP holds 105,436,630 votes, accounting for 38.7% of all votes castable.
• The Miller Charitable Fund, LLLP holds 2,731,420 votes, accounting for 1.0% of all votes castable.

Sentiment

Score: 5

Explanation: The document is a factual report of beneficial ownership following a spin-off, with no explicit positive or negative financial implications stated. It primarily serves to disclose a change in ownership structure as legally required.

Positives

• The Miller family, through the Reporting Persons, maintains a significant and controlling interest (91.5% of Class B Common Stock) in Millrose Properties, indicating stable, long-term ownership and strategic direction.
• The ability to convert Class B to Class A stock provides flexibility in the capital structure and potential for future simplification of the share classes.

Risks

• The Issuer's charter contains a limitation on ownership, prohibiting Stuart Miller, the controlling person of the Reporting Persons, or other members of his family from owning, beneficially or constructively, greater than 12.8% in aggregate (value or number of shares, whichever is more restrictive) of the outstanding shares of Class A Common Stock or all classes/series of the Issuer's capital stock.

Future Outlook

The Reporting Persons may occasionally elect to purchase additional shares of Class A Common Stock or Class B Common Stock on the open market or in private transactions. Beyond this, they have no current plans or proposals for extraordinary corporate transactions, changes in the board of directors or management, material changes in capitalization or dividend policy, changes in the Issuer's business or corporate structure, or alterations to the Issuer's charter or bylaws that would impede control acquisition.

Management Comments

• "Stuart Miller is the sole director and officer of LMM Family Corp."
• "Stuart Miller, Leslie Saiontz, and Jeffrey Miller, are trustees and beneficiaries of trusts that directly or indirectly hold substantial limited partner interests in MP Alpha Holdings and the Miller Charitable Fund that together own 10,816,805 shares of Class B Common Stock."

Industry Context

This filing reflects a common corporate strategy of spinning off non-core assets or divisions, in this case, Lennar Corporation spinning off Millrose Properties. It establishes the initial ownership structure of the newly independent entity, which is crucial for understanding its future governance and strategic direction within the real estate or property management industry. The significant controlling stake by the founding family is a notable characteristic that can influence long-term strategy and stability.

Corporate Governance

Stakeholder Impact

• Shareholders: The spin-off created new shares for existing Lennar shareholders. The significant Class B ownership by the Miller family ensures their continued control over the company's strategic direction due to superior voting rights, which could impact minority shareholder influence.
• Management: The Miller family's controlling stake implies stability in leadership and strategic direction, with Stuart Miller being a key figure in both the Reporting Persons and the Issuer's governance.

Next Steps

• The Reporting Persons may occasionally elect to purchase shares of Class A Common Stock or Class B Common Stock on the open market or in a private transaction.

Key Dates

Recommendation

Keywords

Millrose Properties, Lennar Corporation, Spin-Off, Schedule 13D, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Corporate Governance, Shareholder Structure, Stuart Miller, LMM Family Corp, MP Alpha Holdings, The Miller Charitable Fund