Spinoff of Millrose Properties (MRP) from Lennar (LEN) - February 2025

Lennar spun off Millrose Properties as an independent company. The structure of the spinoff was the distribution of Millrose Properties shares as a taxable dividend. Millrose will operate as a Real Estate Investment Trust (REIT). Be sure to update the Security type for MRP when the spinoff is completed. There is a note on this topic at the end of these instructions. The default distribution for Lennar shareholders is one share of MRP for every 2 shares of Lennar class A or class B shares. The total MRP shares received will be 0.5 x (# of Lennar shares owned). 

This action will need at least two entries in the accounting software. If the total shares of MRP you were entitled to receive included a fractional portion, a third entry (a sell transaction) will be needed. The information below is based on the information available from a Millrose SEC filing. That filing is available on the SEC EDGAR system at this URL:

https://www.sec.gov/Archives/edgar/data/2017206/000119312525005370/d811267ds11a.htm#rom811267_10

The Fair Market Value (FMV) of the distribution and the cost basis of the MRP shares received possibly will not match your broker records. Tax law and IRS regulations do not specify how FMV is determined. The FMV of MRP shares in these instructions use the opening price of MRP on February 7, 2025. This price was 23.49. This price was chosen for two reasons, first because according to SEC filings the distribution was to be completed on February 7, 2025 BEFORE the start of trading. Also, using this price minimizes the amount of the taxable dividend.

 

The Dividend Entry

  • Go to Accounting > Securities > Cash Distribution depending on the version of the software being used. Here is the information you need to complete the dividend entry.
  • Symbol: LEN (Lennar) 
  • Payout date: 2/7/2025
  • Ex-Dividend date: 1/22/2025 (First trading day after record date.)
  • Type : Dividend
  • Amount: [23.49 x 0.5 x (# of LEN shares owned) ]
  • # of MRP shares received = 0.5 x (# of LEN shares owned) 
  • 23.49 = opening price of MRP shares on the first regular trading day, 2/7/2025
  • For example, if you owned 100 shares of LEN your amount would be 
  • 23.49 x 0.5 x 100 = 1,174.50

Save the transaction and the dividend has been entered.

 

The Buy Entry

  • Accounting > Securities > Buy in myICLUB. 
  • Here is the information you need to complete the buy.
  • Date: 2/8/2025
  • Symbol: MRP (Millrose Properties) 
  • Shares : 0.5 x (# of LEN shares owned). Include fractional shares, if any.
  • For example, if you owned 100 LEN shares, you were entitled to 100 x 0. 5= 50 MRP shares.
  • If you owned 75 LEN shares, you were entitled to 75 x 0. 5= 37.5 MRP shares.
  • Total Cost: Use the same value as the Amount from the dividend entry above.
  • Be sure to use the same cash account for the Dividend entry and the Buy entry.

If your buy transaction included fractional MRP shares, continue to the next step. If not, you are done with this spinoff

 

The Sell Entry (only if the Buy included fractional shares)

  • Accounting > Securities > Sell
  • Step 1
  • Date: 2/8/2025
  • Symbol: MRP
  • Step 2
  • Shares Sold : The fractional part of the shares bought in the Buy Transaction. 
  •  For example, if you owned 75 shares of LEN, you were entitled to 75 x 0.5 = 37.5 MRP shares. Sell 0.5 shares
  • Net Proceeds: Use the cash-in-lieu amount from your broker statement.

When saved you are finally done with all transactions related to this spinoff.

NOTE 1: Since MRP plans to operate as a REIT, be sure to update the security setting for MRP in myICLUB to identify it properly.

Go to Securities > Update security settings and choose the edit icon to the left of MRP in the list of securities. Select REIT in the Security type drop-down menu and click Submit to save the change.

 

NOTE 2: The value of the shares received as a dividend is determined by the Fair Market Value (FMV) of the shares on the distribution date. IRS regulations do not have one way to determine FMV. It is therefore possible these instructions and your broker may determine FMV differently resulting in a mismatch in cost basis for the MRP shares held. This is not cause for concern. This is just due to the inexact nature of the tax code in this regard. Partnership tax returns have specific areas to reconcile these usually small differences. ICLUBcentral tax printer software automatically fills in these differences in the normal operation of the software using the data imported from your accounting records and that you enter from your 1099.