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): July 8, 2020

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

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 July 8, 2020, Taylor Morrison Home Corporation (the “Company”) issued a press release announcing that its indirect wholly owned subsidiary, Taylor Morrison Communities, Inc. (the “Issuer”), had priced the previously announced unregistered offering (the “Notes Offering”) and increased the size of the Notes Offering from $400.0 million to $500.0 million aggregate principal amount of the Issuer’s 5.125% senior notes due 2030 (the “Senior Notes”).

The Company also announced that the Issuer issued notices of redemption for $266.9 million aggregate principal amount of its 6.00% Senior Notes due 2023 (the “2023 Notes”) and $333.1 million aggregate principal amount of its 5.875% Senior Notes due 2025 (the “2025 Notes”). The notices of redemption respectively state that (i) $266.9 million aggregate principal amount of the 2023 Notes will be redeemed on July 22, 2020 at a price equal to 100.00% of the principal amount of the 2023 Notes to be redeemed, plus a make-whole premium to be calculated based on the applicable treasury rate plus 50 basis points, plus accrued and unpaid interest to, but excluding, the redemption date and (ii) $333.1 million aggregate principal amount of the 2025 Notes will be redeemed on July 22, 2020 at a price equal to 102.938% of the principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. A copy of the press release is filed as Exhibit 99.1 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 July 8, 2020.

	104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

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: July 8, 2020


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

Exhibit 99.1

TAYLOR MORRISON PRICES 5.125%

SENIOR UNSECURED NOTES OFFERING

SCOTTSDALE, AZ, July 8, 2020 – 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 2030 (the “Senior Notes”). The size of the notes offering was increased from $400.0 million to $500.0 million aggregate principal amount of Senior Notes. The Senior Notes will bear interest at a rate of 5.125% per annum, payable semi-annually in cash, in arrears, on each February 1 and August 1, beginning on February 1, 2021.

The closing of the offering of the Senior Notes is expected to occur on July 22, 2020 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 $266.9 million aggregate principal amount of its 6.00% Senior Notes due 2023 (the “2023 Notes”) and $333.1 million aggregate principal amount of its 5.875% Senior Notes due 2025 (the “2025 Notes”). The Issuer today delivered notices of redemption to holders of the 2023 Notes and 2025 Notes, respectively stating that $266.9 million aggregate principal amount of its 2023 Notes will be redeemed on July 22, 2020 and $333.1 million aggregate principal amount of its 2025 Notes will be redeemed on July 22, 2020.

The Senior Notes will be unsecured and guaranteed on a senior unsecured basis by the same subsidiaries of TMHC that guarantee, or are obligors of, the Issuer’s existing senior unsecured notes.

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.

Document and Entity Information	Jul. 08, 2020
Cover [Abstract]
Entity Registrant Name	Taylor Morrison Home Corp
Amendment Flag	false
Entity Central Index Key	0001562476
Document Type	8-K
Document Period End Date	Jul. 08, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-35873
Entity Tax Identification Number	83-2026677
Entity Address, Address Line One	4900 N. Scottsdale Road
Entity Address, Address Line Two	Suite 2000
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251
City Area Code	(480)
Local Phone Number	840-8100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.00001 per share
Trading Symbol	TMHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false