Item 8.01 Other Events.
On January 17, 2020, Taylor Morrison Home Corporation ("Taylor Morrison")
announced that its subsidiary, Taylor Morrison Communities, Inc. ("TMCI"), has
extended the expiration date for its previously announced offers to exchange
(the "Exchange Offers") any and all outstanding senior notes (the "William Lyon
Notes") of three series issued by William Lyon Homes, Inc. ("William Lyon") for
up to $1.09 billion aggregate principal amount of new notes to be issued by TMCI
(the "Taylor Morrison Notes") to 12:01 a.m., New York City time, on January 28,
2020 (as the same may be further extended, the "Expiration Date"). All other
terms of the Exchange Offers and the related letter of transmittal remain
unchanged.
William Lyon is a direct subsidiary of William Lyon Homes (NYSE: WLH) ("Lyon
Parent"). As previously disclosed, Taylor Morrison and Lyon Parent have entered
into an Agreement and Plan of Merger that provides for a subsidiary of Taylor
Morrison to merge with and into Lyon Parent, with Lyon Parent surviving as a
wholly owned subsidiary of Taylor Morrison (the "Merger").
The Exchange Offers are being made pursuant to the terms and subject to the
conditions set forth in the offering memorandum and consent solicitation
statement dated December 5, 2019 (as supplemented from time to time, the
"Offering Memorandum") and the related letter of transmittal in a private
offering exempt from, or not subject to, registration under the Securities Act
of 1933, as amended (the "Securities Act"), and are conditioned upon the closing
of the Merger and certain other conditions that may be waived by TMCI.
A copy of the press release issued by Taylor Morrison is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.
Neither the press release filed herewith nor this Current Report on Form 8-K
constitutes an offer to sell or purchase, or a solicitation of an offer to sell
or purchase, or the solicitation of tenders or consents with respect to, any
security. No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Taylor Morrison Notes have not been registered with the Securities and
Exchange Commission under the Securities Act or any state or foreign securities
laws. The Taylor Morrison Notes may not be offered or sold in the United States
or to any U.S. persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. Only
persons who certify that they are (i) persons who are "U.S. persons" (as defined
in Regulation S) and (a) "qualified institutional buyers" within the meaning of
Rule 144A or (b) "accredited investors" (as defined in Regulation D) or (ii) not
"U.S. persons" within the meaning of Regulation S and are outside of the United
States and who are "non-U.S. qualified offerees" for purposes of applicable
securities laws are authorized to receive and review the Offering Memorandum
(such holders, "Eligible Holders"). The ability of an Eligible Holder to
participate in the Exchange Offers also may be further limited, as set forth
under "Eligibility and Transfer Restrictions" in the Offering Memorandum.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated January 17, 2020, issued by Taylor Morrison
Home Corporation.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses