Current Report Filing (8-k)
September 19 2018 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 19, 2018
TAYLOR MORRISON HOME CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-35873
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90-0907433
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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4900 N. Scottsdale Road, Suite 2000
Scottsdale, AZ 85251
(Address of principal executive offices)
(480)
840-8100
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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. ☐
On September 19, 2018, Taylor Morrison Home Corporation (Taylor Morrison) issued a press release announcing the election deadline of 5:00 p.m.
Eastern Time on September 27, 2018 by which AV Homes stockholders may elect to receive cash, shares of Taylor Morrison Class A common stock or both as merger consideration pursuant to the Agreement and Plan of Merger by and among Taylor
Morrison; solely for purposes of Sections 5.13, 7.3 and 8.14 , Taylor Morrison Communities, Inc.; Thor Merger Sub, Inc.; and AV Homes dated as of June 7, 2018 (the Merger Agreement). The press release also announced that the parties
expect to close the transaction on October 2, 2018, subject to the satisfaction of customary closing conditions including adoption of the Merger Agreement by AV Homes stockholders. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press release, dated September 19, 2018
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* *
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Forward-Looking Statements
Some of the
statements in this communication are forward-looking statements (or forward-looking information) within the meaning of applicable U.S. securities laws. These include statements using the words believe, target,
outlook, may, will, should, could, estimate, continue, expect, intend, plan, predict, potential,
project, intend, estimate, aim, on track, target, opportunity, tentative, positioning, designed, create,
seek, would, upside, increases, goal, guidance and anticipate, and similar statements (including where the word could, may, or
would is used rather than the word will) and the negative of such words and phrases, which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results
will actually occur. Such statements reflect the current views of management of Taylor Morrison and AV Homes and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general
economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements
attributable to Taylor Morrison and AV Homes, or persons acting on their behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition,
material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the integration of Taylor Morrison and AV Homes and the ability to recognize
the anticipated benefits from the combination of Taylor Morrison and AV Homes; the risk associated with AV Homes ability to obtain the stockholder approval required to consummate the merger and the timing of the closing of the merger,
including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the outcome of any legal proceedings that may be instituted against the parties
and others related to the merger agreement; unanticipated difficulties or expenditures relating to the transaction, the
response of business partners and retention as a result of the announcement and pendency of the transaction; risks relating to the value of the Taylor Morrison common stock to be issued in
connection with the transaction; the anticipated size of the markets and continued demand for Taylor Morrisons and AV Homes homes and the impact of competitive responses to the announcement of the transaction; access to available
financing on a timely basis and on reasonable terms, including the refinancing of Taylor Morrison and AV Homes debt to fund the cash portion of the consideration in connection with the transaction. Additional risks are described under the heading
Risk Factors in Taylor Morrisons Annual Report on Form
10-K
for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (the SEC) on
February 21, 2018 and in AV Homes Annual Report on Form
10-K
for the year ended December 31, 2017 filed with the SEC on February 23, 2018. Forward-looking statements speak only as of the
date they are made. Except as required by law, neither Taylor Morrison nor AV Homes has any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results,
future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.
Important Additional
Information and Where to Find It
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. In connection with the proposed transaction between Taylor Morrison and AV Homes, Taylor Morrison has filed with the U.S. Securities and Exchange Commission a registration statement on Form
S-4
that includes a Proxy Statement of AV Homes that also constitutes a Prospectus of Taylor Morrison (the Proxy Statement/Prospectus). AV Homes has mailed to its shareholders the definitive Proxy
Statement/Prospectus in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF AV HOMES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT TAYLOR MORRISON, AV HOMES, THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement/Prospectus and other documents filed with the SEC by
Taylor Morrison and AV Homes through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Taylor Morrison in the Investor Relations section of
Taylor Morrisons website at http://investors.taylormorrison.com or by contacting Taylor Morrisons Investor Relations at investor@taylormorrison.com or by calling (480)
734-2060,
and may obtain free
copies of the documents filed with the SEC by AV Homes in the Investor Relations section of AV Homes website at http://investors.avhomesinc.com or by contacting AV Homes Investor Relations at m.burnett@avhomesinc.com or by calling (480)
214-7408.
Participants in the Merger Solicitation
Taylor Morrison, AV Homes and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of AV Homes in connection with the transaction, including a
description of their respective direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement/Prospectus described above. Additional information regarding Taylor Morrisons directors and executive officers
is also included in Taylor Morrisons proxy statement for its 2018 Annual Meeting of Shareholders, which was filed with the SEC on April 17, 2018, or its Annual Report on
Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February 21, 2018, and information regarding AV Homes
directors and executive officers is also included in AV Homes proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2018, or its Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February 23, 2018. These documents are available free of charge as described above.
SIGNATURE
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: September 19, 2018
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TAYLOR MORRISON HOME CORPORATION
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By:
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/s/ Darrell C. Sherman
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Name:
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Darrell C. Sherman
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Title:
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Executive Vice President, Chief Legal Officer and Secretary
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