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

Item1.01

On March27, 2017, Taylor Morrison Home Corporation (the Company)
completed the sale of 10,000,000 shares of ClassA common stock in
a public offering (the Public Offering) at a purchase price per
share of $20.78.

The Company intends to use 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 March22, 2017
(filed with the Commission on March24, 2017).

In connection with the Public Offering, on March22, 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 each of the Purchase Agreement, which is
attached hereto as Exhibit 10.1 and is incorporated by reference
into the Registration Statement.

In connection with the Public Offering, on March22, 2017, the
Company and New TMM entered into an underwriting agreement (the
Underwriting Agreement) with Credit Suisse Securities (USA) LLC,
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 each of the Underwriting Agreement,
which is attached hereto as Exhibit1.1 and is incorporated by
reference into the Registration Statement.

On March22, 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 the Registration Statement.

(d)Exhibits

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.

TAYLOR MORRISON HOME CORPORATION (NYSE:TMHC) Recent Trading Information

TAYLOR MORRISON HOME CORPORATION (NYSE:TMHC) closed its last trading session up +0.02 at 21.28 with 1,199,111 shares trading hands.