| Item 7.01 | Regulation FD Disclosure. |
Early Tender Results
On June 28, 2022, Taylor Morrison Communities,
Inc. (the “Issuer”), an indirect subsidiary of Taylor Morrison Home Corporation (the “Company”), issued a press
release announcing the early tender results of the Issuer’s previously announced cash tender offer (the “Tender Offer”)
to purchase any and all of the $290.4 million outstanding aggregate principal amount of the Issuer’s 6.625% Senior Notes due 2027
(the “2027 Notes”).
The Company announced that $264,111,000 in aggregate
principal amount of the 2027 Notes were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on June
27, 2022 (the “Early Tender Deadline”). Such 2027 Notes will be accepted for repurchase at a price of $1,000 per $1,000 of
principal amount of the 2027 Notes, plus accrued and unpaid interest on such Notes from the last date on which an interest payment has
been paid to, but excluding, the Early Settlement Date, as such term is defined in, and subject to the conditions set forth in, the Offer
to Purchase and Consent Solicitation Statement dated June 13, 2022 (the “Offer to Purchase”). The Early Settlement Date is
expected to be on June 29, 2022.
The Company also announced the results of the
Issuer’s previously announced solicitation of consents (the “Consents”) from holders of the 2027 Notes (the “Consent
Solicitation”) to amend certain provisions of 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 “2027
Notes Indenture”), which governs the 2027 Notes to (i) shorten the minimum notice period for optional
redemption of the 2027 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 (the “Proposed Amendments”).
The Company announced that the Issuer received Consents in respect of 90.95% of the 2027 Notes. As a result, the requisite consents
to effect the Proposed Amendments with respect to the 2027 Notes, as described in the Offer to Purchase, were received as of June 27,
2022. Accordingly, on June 27, 2022, the Issuer, the guarantors and the Trustee, executed and delivered a supplemental indenture to the
2027 Notes Indenture (the “Supplemental Indenture”). The Supplemental Indenture became effective upon execution, but provides
that the Proposed Amendments will not become operative until the Issuer accepts for purchase the 2027 Notes satisfying the Requisite Consents
(as defined in the Offer to Purchase) in the Tender Offer. The Proposed Amendments are expected to become operative on the Early Settlement
Date.
This Current Report on Form 8-K does not constitute
an offer to purchase nor a solicitation of an offer to sell any 2027 Notes in the Tender Offer. The Tender Offer and the Consent Solicitation
are only being made pursuant to the Offer to Purchase. The Tender Offer and the Consent Solicitation are not being made to holders of
2027 Notes in any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such
jurisdiction.
A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward Looking Statements
This Current Report on Form 8-K 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.