Well firstly, just because It's top tier item doesn't mean it offers total defense, 60 armor, 40 Mr and 300 Health are hardly unbeatable stats, by itself it is a great defensive boost, but its value is divided up in variety exactly like Trinity Force so your not getting all your value in defense, cooldown, mana regen, mana amount. Tenacity and Health Recovery contribute to survival in alternate ways, but they arnt armor health or MR.
Penultimate, it has good armor and MR honestly low Health, It's clearly half as heavy as Frozen Heart or Randuin for physical damage and AA reduction, and almost half as much MR as FoN, I'm not even gonna bother with a health comparison. It isn't superior in any of these effects... Penultimate, I appreciate your criticism, but this is not a grammar class, try to address my idea and not my writing, especially not my spelling, sorry, this is typed on a cell phone touch screen, bringing up grammar is purely irrelevant to the items viability.
So A: the item has less focused defensive value than any tier 3 item, it would still take additional defensive items to tank.
B: it is not optimized for every champion, wile TF is in fact completely utilized by many champions especially since most attack champions have some mana and some spare AP ratio, wile this actually has 2 mana effects which are even less valuable to manaless champions, as compared to TF which only has mana amount. The Idea was for there to be enough value so it would be an acceptable purchase even if you didnt have mana, and it is a stretch, giving mana champions a decisive advantage with the item. I perfer manaless champions, but I don't have any trouble giving mana champions an advantage there.
And C, wile it has a lot of bonus stats, it hardly has more defense than a GA, wile champions like carries may want to adopt this, they will get alot of additional benefits, but it woln't have the hard survival value of coming back to life no matter how much damage is dealt. Between the cost, which could diminish a carries build, and clearly "Penultimate" defensive stats, carries would have to choose between having a little more substance and alot of additional utility, or a little more substance and a resurrection, or get multiple defense items and be less of a carry.
Personally I find all three of those options acceptable, carry either has a lot of utility and some defense but can still be killed just fine, has some defense and comes back no matter how hard you hit them, or buys multiple defense items and participates as a balanced member of the team instead of stacking mostly offensive items. By the time the carry buys 2 very expensive defensive items it will either be way past late game, or extremely delay their offensive items.
On the other hand, Bruisers, Tanks, Melee Carries and Supports would all have a great defensive item that mixes in the majority of their utility so they have enough item slots to fill damage and complete defense into their build.
Beyond that, I don't like short games, saying that a late game penultimate defense item which can't be finished til late game shouldn't exist because carries are suppose to finish games fast, even though that's a preference, and finishing the game fast would preclude this from being effectively used, is kinda of backward in so many ways it's spinning... It is still an almost purely defensive item, and at such a cost it will delay any forms of damage early on, and be a huge investment either way. The only champions who could rush this item and still fulfill their role are supports and tanks, Bruisers are still gonna have to buy offense somewhere along the way.
Dislike it all you want, but you'll have to come up with something a little more logical to dissuade me beyond, "I like games short", "TF doesn't optimize on most champions but this does", even though this clearly has more unusable stats for many champions, "carries can buy too much defense", when its expensive to build, isn't an impenetrable defense, and doesn't completely eclipse any existing defensive item directly, and wouldn't even offer high defense without another item, which can be done many alternate ways with 2 items. What else was there? The meaning of "Penultimate", and let's see, nobody bust out the gold calculator yet? Astonishing...