0001193125-19-152871.txt : 20190522 0001193125-19-152871.hdr.sgml : 20190522 20190521181232 ACCESSION NUMBER: 0001193125-19-152871 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190521 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190522 DATE AS OF CHANGE: 20190521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Taylor Morrison Home Corp CENTRAL INDEX KEY: 0001562476 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 900907433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35873 FILM NUMBER: 19843545 BUSINESS ADDRESS: STREET 1: 4900 N. SCOTTSDALE ROAD, SUITE 2000 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 480-840-8100 MAIL ADDRESS: STREET 1: 4900 N. SCOTTSDALE ROAD, SUITE 2000 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 8-K 1 d752600d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 21, 2019

 

 

Taylor Morrison Home Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35873   83-2026677

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

4900 N. Scottsdale Road, Suite 2000

Scottsdale, AZ, 85251

(Address of principal executive offices) (Zip Code)

(480)840-8100

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Class A common stock, par value $0.00001 per share   TMHC   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

ITEM 7.01.

Regulation FD Disclosure.

On May 21, 2019, Taylor Morrison Home Corporation (the “Company”) announced the proposed unregistered offering (the “Notes Offering”) by its indirect wholly owned subsidiary, Taylor Morrison Communities, Inc. (the “Issuer”), of senior notes due 2027 (the “Senior Notes”). A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Additionally, on May 21, 2019, the Company issued a press release announcing that the Issuer had priced the Notes Offering and increased the size of the Notes Offering from $475.0 million to $500.0 million aggregate principal amount of the Issuer’s 5.875% Senior Notes due 2027. The Company also announced that a notice of conditional redemption for the entire outstanding principal amount of the 5.25% senior notes due 2021 of the Issuer and Taylor Morrison Holdings ULC (the “2021 Notes”) was issued. The notice of conditional redemption states that the entire outstanding principal amount of the 2021 Notes will be redeemed on June 20, 2019 at a price equal to 100% of the principal amount of the 2021 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, provided that the issuance of the Senior Notes has been completed. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.

The information under this Item 7.01 of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

  (d)

Exhibits.

 

EXHIBIT
NO.

   

DESCRIPTION

99.1    Press Release, dated May 21, 2019.
99.2    Press Release, dated May 21, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 21, 2019

 

Taylor Morrison Home Corporation
By:  

/s/ Darrell C. Sherman

Name:   Darrell C. Sherman
Title:   Executive Vice President, Chief Legal Officer and Secretary
 EX-99.1 2 d752600dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

TAYLOR MORRISON ANNOUNCES PROPOSED

SENIOR UNSECURED NOTES OFFERING

SCOTTSDALE, AZ, May 21, 2019 – Taylor Morrison Home Corporation (NYSE: TMHC)(“TMHC”) today announced that Taylor Morrison Communities, Inc. (the “Issuer”) intends to offer $475.0 million aggregate principal amount of senior notes due 2027 (the “Senior Notes”).

The Issuer plans to use the net proceeds of this offering together with cash on hand to redeem its 5.25% Senior Notes due 2021.

The Senior Notes will be unsecured and guaranteed on a senior unsecured basis by the same subsidiaries of TMHC that guarantee, or are co-issuers of, the Issuer’s existing 5.875% Senior Notes due 2023 and 5.625% Senior Notes due 2024.

The Senior Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States in compliance with Regulation S under the Securities Act. The issuance and sale of the Senior Notes have not been registered under the Securities Act, and the Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Senior Notes, nor shall there be any offer, solicitation or sale of any Senior Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to TMHC’s operations and business environment, all of which are difficult to predict and many of which are beyond TMHC’s control.

EX-99.2 3 d752600dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

TAYLOR MORRISON PRICES 5.875%

SENIOR UNSECURED NOTES OFFERING

SCOTTSDALE, AZ, May 21, 2019 – Taylor Morrison Home Corporation (NYSE: TMHC)(“TMHC”) today announced that Taylor Morrison Communities, Inc. (the “Issuer”) has priced its previously announced offering of senior notes due 2027 (the “Senior Notes”). The size of the notes offering was increased from $475.0 million to $500.0 million aggregate principal amount of Senior Notes. The Senior Notes will bear interest at a rate of 5.875% per annum, payable semi-annually in cash, in arrears, on each June 15 and December 15, beginning on December 15, 2019.

The closing of the offering of the Senior Notes is expected to occur on June 5, 2019 and is conditioned on customary closing conditions. The Issuer plans to use the net proceeds of this offering together with cash on hand to redeem its 5.25% Senior Notes due 2021 (the “2021 Notes”). The Issuer today delivered a notice of conditional redemption to holders of the 2021 Notes stating that the entire outstanding principal amount of such notes will be redeemed on June 20, 2019 provided that the issuance of the Senior Notes has then been completed.

The Senior Notes will be unsecured and guaranteed on a senior unsecured basis by the same subsidiaries of TMHC that guarantee, or are co-issuers of, the Issuer’s existing 5.875% Senior Notes due 2023 and 5.625% Senior Notes due 2024.

The Senior Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States in compliance with Regulation S under the Securities Act. The issuance and sale of the Senior Notes have not been registered under the Securities Act, and the Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Senior Notes, nor shall there be any offer, solicitation or sale of any Senior Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to TMHC’s operations and business environment, all of which are difficult to predict and many of which are beyond TMHC’s control.