TAYLOR MORRISON HOME CORPORATION (NYSE:TMHC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On June 27, 2017, Taylor Morrison Home Corporation (the Company)
completed the sale of 10,000,000 shares of ClassA common stock in
an underwritten public offering (the Public Offering) at a
purchase price per share paid by the underwriters of $23.30.

The Company used all of the net proceeds that it received from
the Public Offering to purchase partnership units (New TMM Units)
in its subsidiary, TMM Holdings II Limited Partnership (New TMM),
along with shares of the Companys ClassB common stock, held by
certain of its shareholders, including TPG TMM Holdings, II L.P.
(the TPG holding vehicle) and OCM TMM Holdings II, L.P. (the
Oaktree holding vehicle). The aggregate number of New TMM Units
and corresponding shares of ClassB common stock purchased by the
Company will be equal to the number of shares of ClassA common
stock sold in the Public Offering.

The Public Offering was registered under the Securities Act of
1933, as amended (the Securities Act), to a registration
statement on Form S-3ASR (File No.333-216864) (the Registration
Statement) filed with the Securities and Exchange Commission (the
Commission) on March22, 2017. The terms of the Public Offering
are described in a Prospectus dated March22, 2017, as
supplemented by a Prospectus Supplement dated June 21, 2017
(filed with the Commission on June 23, 2017).

In connection with the Public Offering, on June 21, 2017, the
Company entered into a purchase agreement (the Purchase
Agreement) with each of the TPG holding vehicle and the Oaktree
holding vehicle. to the Purchase Agreement, the Company agreed to
purchase 5,000,000 New TMM Units (and corresponding shares of
ClassB common stock) held by the TPG holding vehicle, and
5,000,000 New TMM Units (and corresponding shares of ClassB
common stock) held by the Oaktree holding vehicle, in each case
at a per unit price equal to the per share price paid by the
underwriters for shares of ClassA common stock in the Public
Offering. The Purchase Agreement includes customary
representations, warranties and covenants by the Company. The
purchase of the New TMM Units from the TPG holding vehicle and
the Oaktree holding vehicle was consummated promptly following
the Public Offering.

The foregoing description does not purport to be a complete
statement of the parties rights and obligations under the
Purchase Agreement, and is qualified in its entirety by reference
to the full text of the Purchase Agreement, which is attached
hereto as Exhibit 10.1 and is incorporated by reference into this
report.

In connection with the Public Offering, on June 21, 2017, the
Company and New TMM entered into an underwriting agreement (the
Underwriting Agreement) with Citigroup Global Markets Inc., as
representative of the underwriters thereunder. The Underwriting
Agreement includes customary representations, warranties and
covenants by the Company. It also provides that the Company will
indemnify the underwriters against certain liabilities, including
liabilities under the Securities Act.

The foregoing description does not purport to be a complete
statement of the parties rights and obligations under the
Underwriting Agreement, and is qualified in its entirety by
reference to the full text of the Underwriting Agreement, which
is attached hereto as Exhibit1.1 and is incorporated by reference
into this report.

On June 21, 2017, the Company issued a press release announcing
the pricing of the Public Offering, which is attached hereto as
Exhibit 99.1.

The legality opinion of Paul, Weiss, Rifkind, Wharton Garrison
LLP is attached hereto as Exhibit 5.1, and is incorporated by
reference into this report.

(d)Exhibits

Taylor Morrison Home Corp Exhibit
EX-1.1 2 d389006dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION 10,…
To view the full exhibit click here
About TAYLOR MORRISON HOME CORPORATION (NYSE:TMHC)

Taylor Morrison Home Corporation is a real estate development company, with a portfolio of lifestyle and master-planned communities. The Company is engaged in the business of residential homebuilding and the development of lifestyle communities with operations geographically focused in Arizona, California, Colorado, Florida, Texas and its acquired divisions in Georgia, Illinois and North Carolina. The Company operates under the Taylor Morrison and Darling Homes brand names. It also provides financial services to customers through its mortgage subsidiary, Taylor Morrison Home Funding, LLC (TMHF) and title insurance and closing settlement services through its title company, Inspired Title Services, LLC (Inspired Title). The Company’s business is organized into over 15 operating divisions aggregated into three homebuilding segments, East, Central and West, and its Mortgage Operations segment, which includes the activities of TMHF and Inspired Title.