SEC Comment Letter 0000000000-24-012554 to Millrose Properties, Inc. (MRP) (CIK 0002017206) (MRP)
Millrose Properties, Inc. (MRP) (CIK 0002017206)
Date: Nov. 12, 2024 · CIK: 0002017206 · Accession: 0000000000-24-012554
AI Filing Summary & Sentiment
Letter
November 12, 2024 Rachel Presa General Counsel and Secretary Millrose Properties, Inc. 600 Brickell Avenue, Suite 1400 Miami, FL 33131 Re:Millrose Properties, Inc. Amendment No. 3 to Draft Registration Statement on Form S-11 Submitted October 28, 2024 CIK No. 0002017206 Dear Rachel Presa: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our October 16, 2024 letter. Amended Draft Registration Statement on Form S-11 General We refer to your revised disclosures stating that you are registering a yet to be determined number of shares of Class A common stock and Class B common stock and that the number of Class A shares and Class B shares to be issued in the spinoff will be determined after the shareholder election process and reported in a Current Report on Form 8-K. Please revise to disclose the number of shares of Class A common stock and Class B common stock to be issued, or advise. In this regard, we note that Item 501(b)(2) of Regulation S-K requires you to state the title and amount 1.
November 12, 2024 Page 2 of securities you are offering, and that Rule 405 defines "amount" to mean the number of shares. 2.We acknowledge your revised disclosures in response to prior comment 4 and that you now refer to recycled capital. Please revise your disclosure to explain clearly what you mean by the term "recycled capital company" the first time it appears. Signatures, page II-6 3.We note your disclosures that Mr. Richman and Mr. Rosenblum are expected to be your Chief Executive Officer and Chief Financial Officer upon the completion of the spin-off, but also that your signature pages contemplate that they will be signing on your behalf before effectiveness and in such capacities. Please revise to reconcile your disclosures. 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 Ruairi Regan at 202-551-3269 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.
Show Raw Text
November 12, 2024
Rachel Presa
General Counsel and Secretary
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Re:Millrose Properties, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-11
Submitted October 28, 2024
CIK No. 0002017206
Dear Rachel Presa:
We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 16, 2024 letter.
Amended Draft Registration Statement on Form S-11
General
We refer to your revised disclosures stating that you are registering a yet to be
determined number of shares of Class A common stock and Class B common stock
and that the number of Class A shares and Class B shares to be issued in the spinoff
will be determined after the shareholder election process and reported in a Current
Report on Form 8-K. Please revise to disclose the number of shares of Class A
common stock and Class B common stock to be issued, or advise. In this regard, we
note that Item 501(b)(2) of Regulation S-K requires you to state the title and amount 1.
November 12, 2024
Page 2
of securities you are offering, and that Rule 405 defines "amount" to mean the number
of shares.
2.We acknowledge your revised disclosures in response to prior comment 4 and that
you now refer to recycled capital. Please revise your disclosure to explain clearly what
you mean by the term "recycled capital company" the first time it appears.
Signatures, page II-6
3.We note your disclosures that Mr. Richman and Mr. Rosenblum are expected to be
your Chief Executive Officer and Chief Financial Officer upon the completion of the
spin-off, but also that your signature pages contemplate that they will be signing on
your behalf before effectiveness and in such capacities. Please revise to reconcile your
disclosures.
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 Ruairi Regan at 202-551-3269 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.