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Taylor Morrison Home Corp false 0001562476 0001562476 2025-11-03 2025-11-03
 
 

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): November 3, 2025

 

 

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)

 

(IRS Employer

Identification No.)

4900 N. Scottsdale Road, Suite 2000

Scottsdale, Arizona 85251

(Address of principal executive offices and zip code)

(480) 840-8100

(Registrant’s telephone number, including area code)

N/A

(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:

 

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:

 

Name of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.00001 par value   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 (§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. ☐

 

 
 


Item 8.01. Other Events.

On November 3, 2025, Taylor Morrison Home Corporation (the “Company”) issued a press release announcing that Taylor Morrison Communities, Inc. (the “Issuer”), its indirect wholly owned subsidiary, had commenced a private offering of $525.0 million aggregate principal amount of senior notes due 2032 (the “Notes”) (the “Notes Offering”). The Issuer intends to use the net proceeds from the Notes Offering, together with cash on hand, to (i) purchase any and all of the Issuer’s 5.875% Senior Notes due 2027 (the “2027 Notes”) validly tendered and not validly withdrawn in the Tender Offer (as defined below), (ii) redeem all of the 2027 Notes not purchased in the Tender Offer, (iii) redeem in full all of the Issuer’s outstanding 6.625% Senior Notes due 2027 (the “2027 Exchange Notes”) and the outstanding 6.625% Senior Notes due 2027 issued by William Lyon Homes, Inc. (“WLH”), an indirect wholly owned subsidiary of the Issuer (the “2027 WLH Notes”), and (iv) to pay fees and expenses related to the Notes Offering, the Tender Offer and the redemptions.

On November 3, 2025, the Company issued a press release announcing that the Issuer had commenced a concurrent cash tender offer (the “Tender Offer”) for any and all of its outstanding 2027 Notes.

On November 3, 2025, the Issuer issued conditional redemption notices pursuant to the indentures governing the 2027 Notes, the 2027 Exchange Notes and the 2027 WLH Notes, as applicable, to redeem (i) all of the 2027 Notes not purchased in the Tender Offer on December 2, 2025 at a make-whole redemption price, plus accrued and unpaid interest thereon to, but excluding, the redemption date and (ii) all of the 2027 Exchange Notes and 2027 WLH Notes on November 10, 2025 at redemption prices of 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. Each such notice of redemption is conditioned upon the Issuer having received funds in connection with a senior notes offering in an amount, together with cash on hand, sufficient to redeem and/or repurchase the 2027 Notes, the 2027 Exchange Notes and the 2027 WLH Notes and as such, the redemption dates may be delayed if such condition is not satisfied. As of September 30, 2025, the Issuer had $500.0 million aggregate principal amount of 2027 Notes outstanding and $25.44 million aggregate principal amount of 2027 Exchange Notes outstanding. As of September 30, 2025, WLH had $1.63 million aggregate principal amount of 2027 WLH Notes outstanding.

Copies of the press releases in respect of the Notes Offering and the Tender Offer are filed as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The Notes and related guarantees have not, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to U.S. persons absent registration or an applicable exemption. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulations S under the Securities Act. This Current Report does not constitute a notice of redemption nor an offer to sell or the solicitation of an offer to buy any security (including the Notes, the 2027 Notes, the 2027 Exchange Notes and the 2027 WLH Notes), 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.

Forward-Looking Statements

This Current Report 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 “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “will,” “can,” “could,” “might,” “should” 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. A detailed discussion of such risks and uncertainties is included in our Form 10-K, on file with the Securities and Exchange Commission, in the section titled “Risk Factors,” as updated in TMHC’s subsequent reports filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release is based only on currently available information and speaks only as of the date on which it is made. TMHC undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.


Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

Exhibit
No.
  

Description

99.1    Press release dated November 3, 2025 relating to the Notes Offering
99.2    Press release dated November 3, 2025 relating to the Tender Offer
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

Taylor Morrison Home Corporation

By:  

/s/ Todd Merrill

Name:   Todd Merrill
Title:   Executive Vice President, Chief Legal Officer and Secretary

Date: November 3, 2025

EX-99.1 2 d71166dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Taylor Morrison Announces Proposed Senior Notes Offering

SCOTTSDALE, Ariz., November 3, 2025 — Taylor Morrison Home Corporation (NYSE: TMHC) (“TMHC”) today announced that its indirect wholly owned subsidiary, Taylor Morrison Communities, Inc. (the “Issuer”), intends to offer $525.0 million aggregate principal amount of senior notes due 2032 (the “Senior Notes”).

The Issuer intends to use proceeds of the proposed notes offering, together with cash on hand, to (i) purchase any and all of its 5.875% Senior Notes due 2027 (the “2027 Notes”) validly tendered and not validly withdrawn pursuant to the Issuer’s concurrent cash tender offer for any and all 2027 Notes (the “Tender Offer”), (ii) redeem all of the 2027 Notes not purchased in the Tender Offer, (iii) redeem in full all of its outstanding 6.625% Senior Notes due 2027 (the “2027 Exchange Notes”) and the outstanding 6.625% Senior Notes due 2027 issued by William Lyon Homes, Inc. (an indirect wholly owned subsidiary of the Issuer) (the “2027 WLH Notes”) and (iv) to pay fees and expenses related to the notes offering, the Tender Offer and the redemptions.

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 and related guarantees have not, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. The Senior Notes may not be offered or sold within the United States or to U.S. persons absent registration or an applicable exemption. The Senior Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulations S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Senior Notes and related guarantees and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer solicitation or sale would be unlawful. This press release does not constitute a notice of redemption for, nor an offer to purchase, the 2027 Notes, the 2027 Exchange Notes or the 2027 WLH Notes.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the expected terms and timing of the Senior Notes offering, the Tender Offer and the redemptions and the intended use of proceeds from the Senior Notes offering. 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 “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “will,” “can,” “could,” “might,” “should” 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 TMHC’s business in the future. A detailed discussion of such risks and uncertainties is included in TMHC’s Form 10-K, on file with the Securities and Exchange Commission, in the section titled “Risk Factors,” as updated in our subsequent reports filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release is based only on currently available information and speaks only as of the date on which it is made. TMHC undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.


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 resort lifestyle homebuyers and renters under our family of brands—including Taylor Morrison, Esplanade and Yardly. From 2016-2025, Taylor Morrison has been recognized as America’s Most Trusted® Builder by Lifestory Research.

CONTACT:

Mackenzie Aron, VP Investor Relations

(407) 906-6262

investor@taylormorrison.com

EX-99.2 3 d71166dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

TAYLOR MORRISON ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 5.875% SENIOR NOTES DUE 2027

SCOTTSDALE, Ariz., November 3, 2025 — Taylor Morrison Home Corporation (NYSE: TMHC) (“TMHC”) today announced that its wholly owned subsidiary, Taylor Morrison Communities, Inc. (the “Offeror”), has commenced a cash tender offer (the “Offer”) to purchase any and all of the Offeror’s outstanding 5.875% Senior Notes due 2027 (the “Notes”). The Offer is made pursuant to an Offer to Purchase and a related Notice of Guaranteed Delivery, each dated November 3, 2025, which set forth the complete terms and conditions of the Offer.

Certain information regarding the Notes and the terms of the Offer is summarized in the table below.

 

Issuer

 

Title of Security

 

CUSIP
Numbers(2)

 

Principal
Amount
Outstanding

 

U.S. Treasury
Reference
Security

 

Bloomberg
Reference
Page

 

Fixed
Spread
(basis
points)

Taylor Morrison Communities, Inc.

  5.875% Senior
Notes due
2027(1)
  87724RAA0 and
U8760NAA7
  $500,000,000   4.250% UST due
March 15, 2027
  FIT4   50
 
(1)

The Notes are currently callable at a redemption price of 100.000% of the principal amount thereof, plus the applicable make-whole premium, plus accrued and unpaid interest. The Notes are callable at a redemption price of 100.000% of the principal amount thereof, plus accrued and unpaid interest, starting on March 15, 2027.

(2)

No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes.

The purchase price for each $1,000 principal amount of Notes validly tendered (the “Purchase Price”), and not validly withdrawn, and accepted for purchase pursuant to the Offer will be determined in the manner described in the Offer to Purchase. This determination will be made by reference to the fixed spread specified above, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT4 series of pages at 2:00 p.m., New York City time, on November 7, 2025, the date on which the Offer is currently scheduled to expire. The Purchase Price will be calculated based on a yield to March 15, 2027, and assuming the Notes are redeemed on March 15, 2027, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase.

In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial payment date for the Offer, which is expected to be November 10, 2025, assuming the Offer is not extended or earlier terminated. The payment date for any Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be November 13, 2025, assuming the Offer is not extended or earlier terminated.

The Offer is scheduled to expire at 5:00 p.m., New York City time, on November 7, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Tendered Notes may be validly withdrawn at any time (i) prior to the earlier of (x) the Expiration Time and (y) if the Offer is extended, the tenth business day after commencement of the Offer, and (ii) after the 60th business day after the commencement of the Offer, if for any reason the Offer has not been consummated within 60 business days after commencement. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes. Guaranteed deliveries will expire at 5:00 p.m., New York City time, on November 12, 2025, unless the Expiration Time is extended.


There can be no assurance that any Notes will be purchased. The Offer is conditioned upon the satisfaction of certain conditions, including the entrance into a binding commitment among the Offeror and initial purchasers to issue and sell senior notes on terms and conditions satisfactory to the Offeror yielding at least $525.0 million of gross cash proceeds. The Offer is not conditioned on any minimum amount of Notes being tendered. The Offeror expects to pay for the Notes purchased in the Offer with the proceeds from the contemporaneous senior notes offering and cash on the balance sheet.

To the extent the Offer is completed but the Offeror purchases less than all of the Notes in the Offer, the Offeror intends to redeem any and all outstanding Notes. Concurrently with the launch of the Offer, the Offeror issued a conditional notice of redemption to redeem any Notes that remain outstanding following the Offer, on or around December 2, 2025 (as such date may be extended to satisfy the condition to such redemption, receipt of funds from a senior notes offering in an amount, together with cash on hand, sufficient to redeem or repurchase all of the Notes, the Offeror’s 6.625% Notes due 2027 and the 6.625% Notes due 2027 issued by William Lyon Homes, Inc. (a wholly owned subsidiary of the Offeror) (the “Redemption Condition”)) with a portion of the net proceeds from the such senior notes issuance, at the make-whole redemption price, plus accrued and unpaid interest to, but not including, the redemption date, in accordance with the terms of the indenture governing the Notes. This press release does not constitute a notice of redemption or an offer to purchase the Notes not purchased in the Offer.

The Offer may be amended, extended, terminated or withdrawn in the Offeror’s sole discretion. There is no assurance that the Offer will be subscribed for in any amount.

The Offeror has retained J.P. Morgan Securities LLC to serve as the exclusive dealer manager for the Offer and D.F. King & Co., Inc. to serve as the tender agent and information agent for the Offer. Questions regarding the terms of the Offer may be directed to J.P. Morgan Securities LLC by calling (866) 834-4666 (toll-free) or (212) 834-7489 (collect). Requests for documents should be directed to D.F. King & Co., Inc. by calling (212) 269-5550 (banks and brokers) or (800) 283-9185 (all others) or emailing TMHC@dfking.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: www.dfking.com/TMHC.

None of TMHC, the Offeror, the dealer manager, the depositary, the tender agent nor the information agent makes any recommendation to any holder whether to tender or refrain from tendering any or all such holder’s Notes, and none of them have authorized any person to make any such recommendation. Holders are urged to carefully evaluate all information in the offer documents, consult their own investment and tax advisors and make their own decisions whether to tender notes.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes or any other securities. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any 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 resort lifestyle homebuyers and renters under our family of brands—including Taylor Morrison, Esplanade and Yardly. From 2016-2025, Taylor Morrison has been recognized as America’s Most Trusted® Builder by Lifestory Research.


Forward-Looking Statements

This press release includes “forward-looking statements” including statements regarding the expected terms and timing of the senior notes offering and the Offer and the intended use of proceeds from the senior notes offering. 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 “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “will,” “can,” “could,” “might,” “should” 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 TMHC’s business in the future. A detailed discussion of such risks and uncertainties is included in TMHC’s Form 10-K, on file with the Securities and Exchange Commission, in the section titled “Risk Factors,” as updated in our subsequent reports filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release is based only on currently available information and speaks only as of the date on which it is made. TMHC undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

For information:

CONTACT:

Mackenzie Aron, VP Investor Relations

(407) 906-6262

investor@taylormorrison.com