Cox, Castle & Nicholson Advises Millrose Properties in Landmark Financing for The New Home Company’s Acquisition of Landsea Homes
Cox, Castle & Nicholson is proud to have served as legal counsel to Millrose Properties, the Homesite Option Purchase Platform for residential homebuilders, which is externally managed by Kennedy Lewis Land and Residential Advisors, during the landmark acquisition of Landsea Homes Corporation by New Home Co. New Home’s acquisition of Landsea makes New Home one of the 25 largest privately held homebuilders in the United States.
This transaction represents a pioneering approach in the homebuilding sector, marking the first time proceeds from a land bank financing facility have been utilized at this scale to fund a merger and acquisition (M&A).
New Home’s acquisition of Landsea was completed as part of a multifaceted structure, the proceeds of which were funded by:
- Millrose Properties funding in excess of $500 million from a land banking facility;
- An equity contribution from funds managed by affiliates of Apollo (NYSE: APO); and
- A senior notes offering by New Home.
Cox Castle acted as lead counsel to Millrose Properties. The transaction involved simultaneously closing on a multitude of properties across five states, with First American Title providing escrow and title services for all transactions.
The Cox Castle team was led by partners Erica Bose and Matthew Levy, with essential support from partner Laura Cable, senior counsel Melissa Clark, and associates Joshua Min and Rupal Agrawal.
“This transaction is a significant milestone for the industry,” said Bose. “Utilizing land banking as a financing tool in an M&A context is groundbreaking and reflects the kind of creative legal and financial structuring at which our team excels. This is the first time land banking capital has been utilized at this scale to fund the acquisition of a public company, establishing an innovative model that could influence future financing strategies within the homebuilding industry.”
Cox Castle’s deep expertise in land banking documentation, ability to manage multiple transactions, and strong relationships in the real estate industry across jurisdictions were key factors in successfully handling this deal. The firm’s team of 14 attorneys coordinated closely with Millrose Properties, New Home, and First American Title, leveraging their familiarity with the key players involved in the transaction. Cox Castle’s depth in the real estate industry enabled the firm to effectively assist with this complicated and novel deal structure.
Levy acknowledged that “our deep bench of attorneys, with expertise across real estate, land use, and finance, worked intensively over a five-week period to close this complex deal efficiently and on time.”
This transaction also highlights broader changes in the land banking market. Historically, land banking was primarily used by public homebuilders on an asset specific basis to allow entitled but undeveloped land to remain off balance sheet until the lots were horizontally improved; however, land bank transactions have expanded over the last several years to include some portfolio level deals and more recently to provide financing for finished lots, sometimes through transactions involving an asset that was previously land banked when initially acquired and improved. Builders are increasingly looking to enhance their return on investment and reserve dry powder by reducing land ownership while still retaining control over development pipelines.
In the last two years alone, Cox Castle has advised on approximately 125 land banking transactions for multiple clients representing more than $2 billion in value, underscoring the firm’s prominent position in this evolving financing strategy.
“The success of this deal came down to the close collaboration among sophisticated parties,” added Levy. “Millrose Properties served as a creative and instrumental financing partner for New Home, which is a dynamic builder with an ambitious growth strategy. Together, they executed a groundbreaking deal that sets a new precedent in M&A financing for the homebuilding industry.”
About Cox, Castle & Nicholson LLP
Cox, Castle & Nicholson LLP was founded in Los Angeles in 1968, with the goal of providing superior and comprehensive legal services to businesses, institutions, and individuals in all aspects of the real estate, finance, and construction industries. Cox Castle is now one of the largest full-service law firms specializing in real estate in the United States with more than 140 transactional and litigation attorneys in its Los Angeles, Orange County, and San Francisco offices.
The firm has substantial expertise in matters involving land and improved property acquisitions and dispositions; joint ventures; single and multifamily residential development; land use, entitlement and regulatory compliance (including coastal commission and condemnation); office, industrial, retail and mixed-use development, leasing and management; commercial lending and institutional investment; loan workouts and financial restructuring; construction; resort and hospitality; labor and employment; risk management and insurance; environmental compliance; renewable energy and natural resources; and tax and estate planning. For more information, visit www.coxcastle.com.
About Millrose Properties
Millrose Properties is a Homesite Option Purchase Platform (“HOPPR”), an evolution of residential land banking, accelerating homebuilders’ capital-efficient growth of controlled land positions. As a publicly traded Homesite Option Purchase Platform, Millrose provides investors with a unique residential real estate backed income-generating investment opportunity historically limited to institutional investors. For more information, visit www.millroseproperties.com.
About New Home Co.
New Home Co. is a diversified asset-light homebuilder focused on the design, construction, and sale of attainable, consumer-driven, attached and detached single-family homes targeting entry level and first time move up buyers within high growth markets in California, Arizona, Oregon, Washington, Colorado, Texas and Florida. For more information, visit www.newhomeco.com.
