SCOTTSDALE, Ariz., June 28,
2022 /PRNewswire/ --Taylor Morrison Home Corporation
(NYSE: TMHC) ("TMHC") today announced the early tender results as
of 5:00 p.m., New York City time, on June 27, 2022 (the "Early Tender Deadline") of
the previously announced tender offer (the "Tender Offer") by its
subsidiary, Taylor Morrison Communities, Inc. (the "Issuer"), to
purchase for cash any and all of the Issuer's outstanding 6.625%
senior notes due 2027 (the "Notes").
In connection with the Tender Offer, TMHC also announced the
results as of the Early Tender Deadline of the Issuer's previously
announced solicitation (the "Consent Solicitation") from holders of
the Notes of consents (the "Consents") to proposed amendments to
the indenture, dated as of February 10,
2020, by and among the Issuer, the guarantors party thereto
(the "guarantors") and U.S. Bank, National Association, as trustee
(the "Trustee") (the "Indenture"), to (i) shorten the minimum
notice period for optional redemption of the Notes by the Issuer
from "at least 10 days but not more than 60 days" to "at least
three Business Days and no more than 60 days" and (ii) eliminate
certain covenants and events of default (collectively, the
"Proposed Amendments").
The terms and conditions of the Tender Offer and Consent
Solicitation are described in an Offer to Purchase and Consent
Solicitation Statement, dated June 13,
2022 (the "Offer to Purchase and Consent Solicitation
Statement").
The aggregate principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline (the
"Early Tender Notes"), as well as the percent of the aggregate
principal amount of Notes outstanding constituting Early Tender
Notes, is set forth in the columns entitled "Aggregate Principal
Amount of Early Tender Notes" and "Percent of Outstanding Principal
Amount Tendered," respectively, in the table below. The
consideration being offered for any such Early Tender Notes
accepted for purchase in the Tender Offer and Consent Solicitation
is also set forth in the table below:
CUSIP/ISIN
|
Title of
Notes
|
Outstanding
Principal Amount
|
Aggregate Principal
Amount of Early
Tender Notes
|
Percent of
Outstanding Principal Amount Tendered
|
Early Tender
Payment(1)(2)
|
Tender Offer
Consideration (1)(3)(4)
|
Total
Consideration(1)(3)(5)
|
87724RAG7
USU8760NAE95
87724RAH5
|
6.625% Senior Notes due
2027
|
$290,400,000
|
$264,111,000
|
90.95 %
|
$30.00
|
$970.00
|
$1,000.00
|
(1) Per
$1,000 principal amount of Notes tendered and accepted for
purchase.
(2)
Included in the Total Consideration for Notes tendered at or prior
to the Early Tender Deadline and accepted for purchase.
(3) Does
not include accrued and unpaid interest from the last date on which
interest has been paid to, but excluding, the Early Settlement Date
or the Final Settlement Date (each, as defined in the Offer to
Purchase and Consent Solicitation Statement), as applicable, that
will be paid on the Notes accepted for purchase.
(4) Tender
Offer Consideration for Notes tendered after the Early Tender
Deadline and accepted for purchase.
(5) Total
Consideration for Notes tendered at or prior to the Early Tender
Deadline and accepted for purchase.
|
The Tender Offer and Consent Solicitation will expire at
Midnight, New York City time, at
the end of July 12, 2022, unless
extended or earlier terminated by the Issuer (such time and date,
as the same may be extended, the "Expiration Date"). No
tenders submitted after the Expiration Date will be valid.
Subject to the terms and conditions of the Tender Offer and Consent
Solicitation, holders that validly tendered their Notes and validly
delivered their Consents and that did not validly withdraw such
Notes and Consents prior to the Early Tender Deadline will receive
the Total Consideration set forth in the table above, which
includes the Early Tender Payment set forth in the table
above. Holders that validly tender their Notes and validly
deliver their Consents after the Early Tender Deadline and on or
prior to the Expiration Date will only be eligible to receive the
Tender Offer Consideration set forth in the table above, which is
the Total Consideration less the Early Tender Payment.
The Early Settlement Date (as defined in the Offer to Purchase
and Consent Solicitation Statement) for the Early Tender Notes is
expected to be on June 29,
2022. In addition, any Notes validly tendered and Consents
validly delivered after the Early Tender Deadline may not be
withdrawn or revoked, except as required by law.
The consummation of the Tender Offer and Consent Solicitation
are subject to, and conditioned upon, the satisfaction or waiver of
certain conditions described in the Offer to Purchase and Consent
Solicitation Statement.
In addition, holders of all Notes validly tendered along with
Consents and accepted for purchase pursuant to the Tender Offer and
Consent Solicitation will receive accrued and unpaid interest on
such Notes from the last date on which interest has been paid to,
but excluding, the applicable settlement date.
In addition, because the Issuer received Consents in respect of
a majority of the aggregate principal amount of the Notes then
outstanding (excluding any Notes owned by the Issuer or any
guarantor, or by any person directly or indirectly controlled by
the Issuer or any guarantor) (the "Requisite Consents") as of the
Early Tender Deadline, the Issuer and the guarantors executed and
delivered a supplemental indenture (the "Supplemental Indenture")
to the Indenture, entered into by and among the Issuer, the
guarantors and the Trustee. The Supplemental Indenture became
effective upon execution, but provides that the Proposed Amendments
will not become operative until the Issuer accepts for purchase
Notes representing the Requisite Consents in the Tender
Offer. The Proposed Amendments are expected to become
operative on the Early Settlement Date.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful.
Citigroup Global Markets, Inc. is the dealer manager and
solicitation agent (the "Dealer Manager") in the Tender Offer and
Consent Solicitation. Global Bondholder Services Corporation
has been retained to serve as both the depositary and the
information agent (the "Depositary and Information Agent") for the
Tender Offer and Consent Solicitation. Questions regarding
the Tender Offer and Consent Solicitation should be directed to the
Dealer Manager at (800) 558-3745 (toll-free) or (212) 723-6106
(collect). Requests for copies of the Offer to Purchase and
Consent Solicitation Statement and other related materials should
be directed to Global Bondholder Services Corporation at (212)
430-3774 or (866) 470-4200 (toll free) or by e-mail at
contact@gbsc-usa.com.
None of TMHC, its board of directors, the Issuer, the
guarantors, the Trustee, the Dealer Manager or the Depositary and
Information Agent, makes any recommendation as to whether holders
of the Notes should or should not tender any Notes or deliver
Consents in response to the Tender Offer and Consent
Solicitation. The Tender Offer and Consent Solicitation are
made only by the Offer to Purchase and Consent Solicitation
Statement. The Tender Offer and Consent Solicitation are not
being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In
any jurisdiction in which the Tender Offer and Consent Solicitation
are required to be made by a licensed broker or dealer, the Tender
Offer and Consent Solicitation will be deemed to be made on behalf
of the Issuer by the Dealer Manager or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
About Taylor Morrison
Headquartered in Scottsdale,
Arizona, Taylor Morrison is
one of the nation's leading homebuilders and developers. We serve a
wide array of consumers from coast to coast, including first-time,
move-up, luxury, and 55-plus active lifestyle homebuyers under our
family of brands—including Taylor
Morrison, Esplanade, Darling Homes Collection by
Taylor Morrison, and Christopher
Todd Communities built by Taylor
Morrison. From 2016-2022, Taylor
Morrison has been recognized as America's Most Trusted®
Builder by Lifestory Research. Our strong commitment to
sustainability, our communities, and our team is highlighted in our
latest Environmental, Social, and Governance (ESG) Report on our
website.
For more information about Taylor
Morrison, please visit www.taylormorrison.com.
Forward-Looking
Statements
This press release includes "forward-looking statements." These
statements are subject to a number of risks, uncertainties and
other factors that could cause our actual results, performance,
prospects or opportunities, as well as those of the markets we
serve or intend to serve, to differ materially from those expressed
in, or implied by, these statements. You can identify these
statements by the fact that they do not relate to matters of a
strictly factual or historical nature and generally discuss or
relate to forecasts, estimates or other expectations regarding
future events. Generally, the words "believe," "expect," "intend,"
"estimate," "anticipate," "project," "may," "can," "could,"
"might," "will" and similar expressions identify forward-looking
statements, including statements related to expected financial,
operating and performance results, planned transactions, planned
objectives of management, future developments or conditions in the
industries in which we participate and other trends, developments
and uncertainties that may affect our business in the future.
Forward-looking statements speak only as of the date they are made.
We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law. All of our forward-looking
statements are expressly qualified in their entirety by the
cautionary statements contained or referenced in our most recent
Annual Report on Form 10-K, including those described under the
heading "Risk Factors" in Part I, Item 1A.
CONTACT
Investor Relations Contacts:
Investor Relations
Taylor Morrison Home Corporation
(480) 734-2060
investor@taylormorrison.com
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SOURCE Taylor Morrison