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June 9, 2024
David K. Chene
Chief Executive Officer
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Re:Millrose Properties, Inc.
Draft Registration Statement on Form S-11
Submitted May 13, 2024
CIK No.: 0002017206
Dear David K. Chene:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-11
Cover page
1.Please revise to clarify that even current holders of the Class B common stock of Lennar
will receive by default shares of Millrose's Class A common stock in the spin-off, unless
an affirmative election is made to receive Millrose's Class B common stock. In addition,
clarify here, and elsewhere as appropriate, whether there is a maximum number of
Millrose Class B common stock that may be distributed in the spin-off, and if there is a
maximum limit, how the number of Class B common stock will be distributed among
those who elect to receive such shares.
Industry and Market Data, page ii
2.We note your statements that you have not independently verified industry and market
data obtained from various third-party sources and that the accuracy and completeness of
the information are not guaranteed. As it is not appropriate for the company to directly or

 FirstName LastNameDavid K. Chene
 Comapany NameMillrose Properties, Inc.
 June 9, 2024 Page 2
 FirstName LastName
David K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 2
indirectly disclaim liability for information in the registration statement, please remove
such disclosure or include a sentence specifically confirming that you are responsible for
all disclosures in the registration statement.
Summary, page 1
3.We note your reference to your glossary. Although we do not object to the use of a
glossary, please revise your disclosures to define all industry-specific or technical terms
the first time they appear. Please also revise to ensure that your disclosures are in plain
English and are clear without frequent reliance on defined terms or references to other
documents. For example, it is not clear why "Work" is defined to refer to Horizontal
Development services, or why a defined term is needed for "Applicable Rate" when it
appears it is a defined percentage, based on your disclosure on page 241. Please revise
your discussion of the management fee to KL so that investors have an understanding of
the amount or calculation of the fee without reference to the glossary. In addition, we note
that "All Appropriate Inquiries" is not defined.
4.Please generally revise the Summary so that Millrose's business is more clearly explained
without frequent reference to defined terms. Your revised disclosure should clearly
explain the concept of land banking and the HOPP'R, including how the latter is
an innovative form of land banking, and include a discussion of its disadvantages as well
as its advantages, as compared to traditional land banking. Please also add disclosure
regarding Lennar's capital priority right, including providing investors with context as to
the initial amount of such right.
Business Plan and Objectives, page 2
5.We note your references to the "all-weather" permanent capital HOPP’R, and it appears
that such "all-weather" capability depends on the proceeds from the exercise by Lennar
and any future customers of purchase options. Please explain the basis for why you
believe it has "all-weather" capability, and revise to balance such statement by explaining
that Lennar and future home builder customers have the right, but not the obligation, to
undertake or complete any home construction, or repurchase finished homesites, as you
further explain elsewhere, including on page 40.
6.We note your statement that you may provide the HOPP'R to other customers to diversify
and scale business growth. Please revise to add balancing disclosures explaining that you
will likely need third-party financing to do so, and that you may not enter into such
financing arrangements if they would cause your debt to capital ratio to exceed a specified
percentage under the Lennar Agreements, unless you obtain the prior approval of Lennar,
as you further explain later in your prospectus. Also revise to discuss here the right Lennar
has to lower its Monthly Option Payment rate to any lower rate you may negotiate with
any non-Lennar customer.

 FirstName LastNameDavid K. Chene
 Comapany NameMillrose Properties, Inc.
 June 9, 2024 Page 3
 FirstName LastName
David K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 3
Our Competitive Strengths, page 7
7.Please revise this section to add balancing disclosure regarding the risks of your business.
For example, balance your statements explaining that your business is expected to operate
as a permanent capital vehicle and that you will be distinguished from more traditional
land banking with disclosure regarding your holding company structure, the sources of
your income, and how it is mainly limited to net earnings generated from monthly option
payments after payments for taxes and expenses (including the management fee), and the
promissory note interest payments. Please also revise to disclose the amount of the
monthly payments under the note. Also balance your discussion of Kennedy Lewis'
management strengths by clarifying that prior to the spin-off, you were managed by
Lennar personnel, that Kennedy Lewis has no experience managing a public
company, that the other entities currently managed by Kennedy Lewis are significantly
different from you in many ways, including in terms of targeted assets, geographical
areas, and regulatory structure and limitations, and that KL does not have experience as a
home builder or real estate developer, as you further explain on pages 43 and 50.
Frequently Asked Questions, page 16
8.Please revise to add a question and answer regarding why no shareholder approval is
being sought in connection with the spin-off.
Will Lennar own any of our shares after the Distribution?, page 27
9.Please expand your discussion of the Miller Family's ownership to disclose the percentage
voting power currently held by it with respect to the Lennar common stock, and in the
fourth summary risk factor on page 33, revise to quantify the voting power the Miller
Family will have in you.
Summary Risk Factors, page 32
10.Please expand your risk factor on page 50 to discuss Kennedy Lewis' lack of experience
as a home builder or real estate developer and the resulting consequences of this lack of
experience in the event Lennar or another customer does not exercise their option to build
on the property following horizontal development. In the third bullet on page 33, revise to
disclose the other roles at Kennedy Lewis held by the CEO and CFO and disclose that
they are not required to dedicate a specific amount of time to you.
11.Expand your discussion of the 19th summary risk factor on page 33 to discuss the
potential effect this requirement may have on the price of your shares.
Risk Factors
Risks Related to Our Governance Structure, page 58
12.We note that in order to receive shares of your Class B common stock, Lennar common
stockholders, including those who currently hold Lennar Class B common stock, will have

 FirstName LastNameDavid K. Chene
 Comapany NameMillrose Properties, Inc.
 June 9, 2024 Page 4
 FirstName LastNameDavid K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 4
to submit an Election Form to make an election to receive Class B common stock by the
Election Expiration Time. Since it appears that Lennar common stockholders will lose the
opportunity to receive shares of your Class B common stock unless they adhere to such a
procedure, please add a risk factor to discuss that risk. In addition, please discuss risks
related to the uncertainty of how many shares of your Class B common stock will be
distributed in the spin-off, and how this could result in a different number of shares of
your Class B common stock as compared to the number of Lennar Class B common stock,
and the resulting consequences.
Our Business
The Operating Principles, page 102
13.You explain that the Transferred Assets and future property assets will be pooled to
protect you against a home builder customer from "cherry picking" assets. Please expand
your discussion to explain this concept, including by clarifying how properties are
determined to be allocated to the same pool, and how this arrangement would work if
properties in the same pool are developed at different times (e.g., if in a particular
situation, most of the properties in the pool were developed earlier and already purchased,
with the remaining properties being the "undesirable" properties).
Highly Synergistic Business to Support Home Building, page 110
14.We note your disclosure about the manager’s ability pursuant to the Lennar Agreements to
put back Future Property Assets after Lennar exercises its termination rights in certain
limited circumstances involving a misrepresentation relating to title, environmental
matters and permits/approvals. Please revise to explain these rights.
Summary of Agreements Between Millrose and Lennar, page 117
15.Please revise to describe the material terms of any termination provisions with respect to
each agreement.
Our Properties
Geography, Value and Types of Transferred Assets, page 140
16.Please expand your table on page 142 or otherwise add narrative disclosure to provide
additional context for investors to understand how the Groups 1-5 properties are allocated
among the states. In addition, you explain on page 103 that the Transferred Assets will be
pooled by the time the spin-off is completed. Please revise to explain which properties are
pooled together.
Manager and Management Agreement
Allocation Policy, page 164
17.Please expand your disclosure to provide additional information regarding the allocation
policy.

 FirstName LastNameDavid K. Chene
 Comapany NameMillrose Properties, Inc.
 June 9, 2024 Page 5
 FirstName LastName
David K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 5
Summary Historical and Pro Forma Combined Financial Information, page 179
18.We note that the description of the pro forma revenue amount in this table differs from the
description in footnote (h) to the unaudited pro forma combined financial statements.
Please clarify if the pro forma revenue amount consists solely of option fee revenue or if it
includes land sales, and revise your descriptions on page 31 and F-6 for consistency.
Stock Ownership of Certain Beneficial Owners and Management, page 194
19.Please revise to clarify the underlying assumption with respect to the number of shares of
Class B common stock that will be issued in the spin-off, given the ability of the Lennar
stockholders to elect to receive shares of your Class B common stock, and disclose how
the information in this table would change depending on different numbers of shares of
Class B common stock that may be issued. Please also disclose this assumption in the risk
factor on page 60 regarding the Miller Family's holdings following the distribution. In
addition, explain why you assume GAMCO Investors will hold Class A common stock,
when your disclosure in footnote 2 indicates that it currently holds Lennar Class B
common stock.
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lillian Tsu, Esq.