**Cox Castle Advises on Landmark Land Bank Financing in Homebuilding M&A Deal**
Cox, Castle & Nicholson LLP served as lead counsel to Millrose Properties, Inc. in a landmark transaction that contributed to New Home Co.’s acquisition of Landsea Homes Corporation, a deal that closed in late June. This transaction has positioned New Home as one of the 25 largest privately held homebuilders in the United States.
In a groundbreaking move, Millrose Properties, a newly created homesite option purchase platform for residential homebuilders, funded over $500 million of the transaction using a land banking facility. The acquisition involved the simultaneous closing of multiple properties across five states. As part of the structure, Millrose acquired the homesites under option with New Home in connection with the Landsea acquisition.
The transaction also included an equity contribution from funds managed by affiliates of Apollo and a senior notes offering by New Home. This marks the first time land banking capital was used at this scale to finance a merger and acquisition, setting a precedent for future financial structuring in the homebuilding industry.
The legal team at Cox Castle was led by partners Erica Bose and Matthew Levy, with key contributions from partner Laura Cable, senior counsel Melissa Clark, and associates Joshua Min and Rupal Agrawal. First American Title provided escrow and title services throughout the transaction process.
“This transaction is a significant milestone for the industry,” said Erica 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 team of 14 attorneys worked closely with Millrose Properties, New Home Co., and First American Title over an intensive five-week period. “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,” added Matthew Levy.
The transaction reflects an evolving land banking landscape. Historically used on an asset-by-asset basis by public homebuilders, land banking has expanded in recent years to include portfolio-level transactions and the financing of finished lot acquisitions—sometimes involving assets that were previously land banked and later improved.
Homebuilders are increasingly leveraging land banking to improve ROI and maintain flexibility by controlling development pipelines without the capital costs of land ownership. Over the past two years, Cox Castle has advised on approximately 125 land banking deals valued at over $2 billion.
“The success of this deal came down to the close collaboration among sophisticated parties,” said 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.”
