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

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TAYLOR MORRISON HOME CORPORATION (NYSE:TMHC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On November13, 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 $22.95.

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 Company’s 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 November8, 2017 (filed with the Commission on November13, 2017).

In connection with the Public Offering, on November8, 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.

Item 1.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the Public Offering, to the Stockholders Agreement, dated as of April9, 2013 (the “Stockholders Agreement”), among the Company and the stockholders party thereto: (i)the number of director designees to which the TPG holding vehicle and the Oaktree holding vehicle are each entitled under the Stockholders Agreement decreased from three to two and (ii)JHI Holding Limited Partnership (“JHI”) ceased to be entitled to a director designee under the Stockholders Agreement.

Effective as of the closing of the Public Offering on November13, 2017, Mr.JohnC. Brady, a director designee of the Oaktree holding vehicle, and Mr.JosephS. Houssian, the director designee of JHI, each resigned from the Company’s Board of Directors and Mr.Peter Lane is deemed to be no longer a director designee of the TPG holding vehicle. Neither resignation is the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

Effective with Mr.Brady’s resignation, Ms.AnneL. Mariucci will replace Mr.Brady as a member of the nominating and corporate governance committee.

Item 1.01 Other Events

In connection with the Public Offering, on November8, 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 November8, 2017, the Company issued a press release announcing the launch of the Public Offering, which is attached hereto as Exhibit 99.1, and also issued a press release announcing the pricing of the Public Offering, which is attached hereto as Exhibit 99.2.

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.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

1.1 Underwriting Agreement, dated as of November8, 2017, by and among Taylor Morrison Home Corporation, TMM Holdings II Limited Partnership and Citigroup Global Markets Inc., as representative of the several underwriters named in Schedule A thereto.
5.1 Opinion of Paul, Weiss, Rifkind, Wharton& Garrison LLP, dated November13, 2017.
10.1 Purchase Agreement, dated as of November8, 2017, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto.
23.1 Consent of Paul, Weiss, Rifkind, Wharton& Garrison LLP (included in Exhibit5.1 hereto).
99.1 Press Release, dated November8, 2017.
99.2 Press Release, dated November8, 2017.

EXHIBITINDEX

Exhibit

No.

Description

1.1 Underwriting Agreement, dated as of November 8, 2017, by and among Taylor Morrison Home Corporation, TMM Holdings II Limited Partnership and Citigroup Global Markets Inc., as representative of the several underwriters named in Schedule A thereto.
5.1 Opinion of Paul, Weiss, Rifkind, Wharton& Garrison LLP, dated November13, 2017.
10.1 Purchase Agreement, dated as of November8, 2017, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto.
23.1 Consent of Paul, Weiss, Rifkind, Wharton& Garrison LLP (included in Exhibit5.1 hereto).
99.1 Press Release, dated November8, 2017.
99.2 Press Release, dated November8, 2017.


Taylor Morrison Home Corp Exhibit
EX-1.1 2 d471688dex11.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.

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