TAYLOR MORRISON HOME CORPORATION (NYSE:TMHC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On January8, 2018, Taylor Morrison Home Corporation (the “Company”) completed the sale of 11,000,000 shares of ClassA common stock in an underwritten public offering (the “Public Offering”) at a purchase price per share paid by the underwriters of $26.05.
In addition, on January8, 2018, in a separate privately negotiated transaction (the “Sponsor Repurchase”), the Company’s subsidiary TMM Holdings II Limited Partnership (“New TMM”) purchased an aggregate of 3,838,771 of its partnership units (“New TMM Units”) (and corresponding shares of the Company’s ClassB common stock) from the equity sponsors at a purchase price per unit equal to the price per share paid by the underwriters for the ClassA common stock in the Public Offering.
Following the consummation of the Public Offering and the transactions contemplated by the Purchase Agreement and the Sponsor Repurchase Agreement (each as defined below), the sponsors collectively beneficially own approximately 19.3% of the Company’s common stock, before giving effect to approximately 1.5million additional outstanding shares of ClassA common stock beneficially owned by certain affiliates of the TPG holding vehicle (as defined below).
The Public Offering
The Company used all of the net proceeds that it received from the Public Offering to purchase New TMM Units, 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 (each paired with one share of ClassB common stock) purchased by the Company in connection with the Public Offering is 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 January3, 2018 (filed with the Commission on January5, 2018).
In connection with the Public Offering, on January3, 2018, 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 5,500,000 New TMM Units (and corresponding shares of ClassB common stock) held by the TPG holding vehicle and 5,500,000 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 to the Purchase Agreement 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 Exhibit10.1 and is incorporated by reference into this report.
The Sponsor Repurchase
In connection with the Sponsor Repurchase, on January3, 2018, New TMM entered into a purchase agreement (the “Sponsor Repurchase Agreement”) with each of the TPG holding vehicle and the Oaktree holding vehicle. to the Sponsor Repurchase Agreement, New TMM agreed to purchase 1,919,386 New TMM Units (and corresponding shares of ClassB common stock) held by the TPG holding vehicle and 1,919,385 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 Sponsor Repurchase Agreement includes customary representations, warranties and covenants by New TMM. The Sponsor Repurchase was funded using existing cash on hand and 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 Sponsor Repurchase Agreement, and is qualified in its entirety by reference to the full text of the Sponsor Repurchase Agreement, which is attached hereto as Exhibit 10.2 and is incorporated by reference into this report.
Item 1.01 Other Events
In connection with the Public Offering, on January3, 2018, 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 January3, 2018, 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 January3, 2018, by and among Taylor Morrison Home Corporation, TMM HoldingsII Limited Partnership and Citigroup Global Markets Inc., as representative of the several underwriters named in ScheduleA thereto. |
| 5.1 | Opinion of Paul, Weiss, Rifkind, Wharton& Garrison LLP, dated January8, 2018. |
| 10.1 | Purchase Agreement, dated as of January3, 2018, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto. |
| 10.2 | Purchase Agreement, dated as of January3, 2018, by and among TMM Holdings II Limited Partnership and certain sellers named in ScheduleI thereto. |
| 23.1 | Consent of Paul, Weiss, Rifkind, Wharton& Garrison LLP (included in Exhibit5.1 hereto). |
| 99.1 | Press Release, dated January3, 2018. |
| 99.2 | Press Release, dated January3, 2018. |
EXHIBITINDEX
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated as of January3, 2018, 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 ScheduleA thereto. |
| 5.1 | Opinion of Paul, Weiss, Rifkind, Wharton& Garrison LLP, dated January8, 2018. |
| 10.1 | Purchase Agreement, dated as of January3, 2018, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto. |
| 10.2 | Purchase Agreement, dated as of January3, 2018, by and among TMM Holdings II Limited Partnership 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 January3, 2018. |
| 99.2 | Press Release, dated January3, 2018. |
Taylor Morrison Home Corp ExhibitEX-1.1 2 d522463dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version 11,…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.