Core Points - Lennar Corporation is offering to exchange its approximately 20% ownership in Millrose Properties, Inc. for shares of its own Class A common stock, with the Exchange Offer starting immediately and expiring on November 7, 2025, unless extended or terminated [1][2][5] - The Exchange Offer allows Lennar stockholders to exchange shares at a 6% discount, with a limit of 4.1367 shares of Millrose Class A common stock for each share of Lennar Class A common stock tendered [2][3] - The final exchange ratio will be determined based on the average daily volume-weighted average prices of both companies' Class A common stocks on the NYSE during the three trading days prior to the expiration date [3] Exchange Offer Details - The Exchange Offer is registered under the Securities Act of 1933, with a registration statement filed by Millrose with the SEC [4] - The completion of the Exchange Offer is contingent upon the effectiveness of the Registration Statement, which may be delayed due to the current U.S. federal government shutdown [5][6] - Lennar currently holds 33,298,764 shares of Millrose Class A common stock, representing about 20% of the total outstanding shares, and plans to dispose of any unexchanged shares through various methods if the Exchange Offer is not fully subscribed [7] Participation and Advisors - The Exchange Offer is voluntary for Lennar Class A stockholders, and no action is required for those who choose not to participate [8] - Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as dealer managers for the Exchange Offer, while Vestra Advisors, LLC serves as the exclusive financial advisor to Millrose [8]