Lennar Corp SC TO-I/A, filed Nov 20, 2025
Lennar Corp (LEN)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 6)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Lennar Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Class A Common Stock, par value $0.10 per share
(Title of Class of Securities)
526057104
(CUSIP Number of Class of Securities)
Katherine Lee Martin
Lennar Corporation
5505 Waterford District Drive, Miami, Florida 33126
Telephone: (305) 559-4000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Craig B. Brod
Lillian Tsu
Shuangjun Wang
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
212-225-2000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 6 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by Lennar Corporation, a Delaware corporation (“Lennar”) with the Securities and Exchange Commission (the “SEC”) on October 10, 2025, as amended by Amendment No. 1 thereto filed by Lennar with the SEC on October 24, 2025, Amendment No. 2 thereto filed by Lennar with the SEC on November 3, 2025, Amendment No. 3 thereto filed by Lennar with the SEC on November 5, 2025, Amendment No. 4 thereto filed by Lennar with the SEC on November 10, 2025 and Amendment No. 5 thereto filed by Lennar with the SEC on November 17, 2025 (the “Schedule TO”). This Amendment relates to the offer by Lennar to exchange up to an aggregate of 33,298,764 shares of Class A common stock of Millrose Properties, Inc., a Maryland corporation (“Millrose”), par value $0.01 per share (“Millrose Class A Common Stock”), for outstanding shares of Class A common stock of Lennar, par value $0.10 per share (“Lennar Class A Common Stock”), upon the terms and subject to the conditions set forth in the Prospectus, dated November 19, 2025 (the “Prospectus”) that forms a part of the Registration Statement (as defined below), the Letter of Transmittal and the Instruction Booklet to the Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(4)(xxxiii), (a)(1)(ii) and (a)(1)(iii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”). In connection with the Exchange Offer, Millrose has filed with the SEC under the Securities Act of 1933, as amended, a registration statement on Form S-4 (Registration No. 333-290810) (as amended through the date hereof, the “Registration Statement”) to register shares of Millrose Class A Common Stock offered in exchange for shares of Lennar Class A Common Stock tendered in the Exchange Offer.
As permitted by General Instruction F to Schedule TO, the information set forth in the Letter of Transmittal, the Instruction Booklet to the Letter of Transmittal and the Prospectus (the “Exchange Offer Documents”), copies of which are attached hereto as Exhibits (a)(1)(ii), (a)(1)(iii) and (a)(4)(xxxiii), respectively, is hereby expressly incorporated by reference in response to all the items of this Amendment, except as otherwise set forth below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.
Item 4. Terms of the Transaction.
Item 4(a) of the Schedule TO, which incorporates by reference the information included in the Exchange Offer Documents, is hereby amended and supplemented by adding the following thereto:
(a) Material Terms.
For each share of Lennar Class A common stock that is validly tendered and not validly withdrawn by Lennar stockholders and that is accepted by Lennar pursuant to the terms of the Exchange Offer, the tendering stockholders will receive 4.1367 shares of Millrose Class A common stock.
Because the Exchange Offer will be subject to proration if it is oversubscribed, the number of shares of Lennar Class A Common Stock that Lennar accepts in the Exchange Offer may be less than the number of shares validly tendered by Lennar stockholders.
Based on the final exchange ratio, Lennar can accept for exchange up to approximately 8,049,596 shares of Lennar Class A Common Stock if the Exchange Offer is fully subscribed.
On November 20, 2025, Lennar issued a press release announcing the final exchange ratio of the Exchange Offer, a copy of which is attached as Exhibit (a)(4)(xxxiv) hereto and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following thereto:
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| LENNAR CORPORATION | ||
| By: | /s/ Diane Bessette | |
| Name: Diane Bessette | ||
| Title: Vice President and Chief Financial Officer | ||
| Dated: | November 20, 2025 | |