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TMHC > SEC Filings for TMHC > Form 8-K on 15-Apr-2013All Recent SEC Filings

Show all filings for TAYLOR MORRISON HOME CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TAYLOR MORRISON HOME CORP


15-Apr-2013

Entry into a Material Definitive Agreement, Termination of a Material D


Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On August 9, 2013, Taylor Morrison Home Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives for the underwriters set forth on Schedule A thereto (collectively, the "Underwriters"), relating to the Company's initial public offering (the "Offering") of its Class A common stock, par value $0.00001 per share (the "Class A Common Stock"). Under the Underwriting Agreement, the Company agreed to sell 28,572,000 shares of Class A Common Stock to the Underwriters at a purchase price per share of $20.68 (the offering price to the public of $22.00 per share minus the underwriters' discount). The Company also provided the Underwriters with an option to purchase up to an additional 4,285,800 shares of Class A Common Stock to cover over allotments. The Underwriters exercised this option in full on April 11, 2013 and the Offering closed on April 12, 2013.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or contribute to payments the Underwriters may be required to make because of any of those liabilities.

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the Company for which they received or will receive customary fees and expenses.

Reorganization Transactions

In connection with the Offering, the Company completed a series of transactions on April 9, 2013 (the "Reorganization Transactions") pursuant to a Reorganization Agreement dated as of April 9, 2013 (the "Reorganization Agreement") among the Company, TMM Holdings II Limited Partnership ("New TMM"), other subsidiaries of the Company, affiliates of TPG Global, LLC ("TPG"), Oaktree Capital Management, L.P. ("Oaktree"), JH Investments Inc. ("JH" and together with TPG and Oaktree, the "Principal Equityholders"), certain members of the Company's management and its Board of Directors (the "Board"), TPG TMM Holdings II, L.P. (the "TPG Holding Vehicle"), OCM TMM Holdings II, L.P. (the "Oaktree Holding Vehicle" and, together with the TPG Holding Vehicle, the "TPG and Oaktree Holding Vehicles")) and TMM Holdings Limited Partnership ("TMM"). The Reorganization Agreement governs the terms of the Reorganization Transactions, which are described in the Company's Registration Statement on Form S-1 (File No. 333-185269) (the "Registration Statement").

Prior to the Reorganization Transactions, as previously reported in the Registration Statement, the Company amended and restated its Certificate of Incorporation and amended and restated its By-Laws. The amended and restated Certificate of Incorporation was filed with the Delaware Secretary of State on April 9, 2013.

In the Reorganization Transactions, the existing holders of limited partnership interests in TMM, including the Principal Equityholders and certain members of the Company's management and Board, through a series of transactions, contributed their limited partnership interests in TMM to a new limited partnership, New TMM, such that TMM and the general partner of TMM became wholly-owned subsidiaries of New TMM. The Company, through a series of transactions, became the sole owner of the general partner of New TMM, and the Company used a portion of the net cash proceeds received in the Offering to purchase common partnership units in New TMM ("New TMM Units") from New TMM.

In the Reorganization Transactions:

. . .



Item 1.02 Termination of a Material Definitive Agreement

The information contained in Item 1.01 above is hereby incorporated in this Item 1.02 by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information contained in Item 1.01 above is hereby incorporated in this Item 2.03 by reference.



Item 3.02 Unregistered Sales of Equity Securities

On April 9, 2013, in connection with the Reorganization Transactions, the Company issued an aggregate of 93,736,964 shares of Class B Common Stock at a purchase price of $0.00001 per share to the


TPG Holding Vehicle, the Oaktree Holding Vehicle, JH and certain members of the Company's management and the Board pursuant to the terms of Class B Common Stock Subscription Agreements between the Company and each such purchaser. The shares of Class B Common Stock were issued in reliance on the registration exemption contained in Section 4(a)(2) of the Securities Act, on the basis that the transaction did not involve a public offering, as well as the safe harbor provided by Rule 506 of Regulation D under the Securities Act . No underwriters were involved in the transaction.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2013, the Company was informed by Brad Carr, President of Monarch Corporation, the indirect subsidiary of the Company through which the Company conducts its business in Canada ("Monarch Corp."), that he would be resigning within the next 60 days.

Consequently, the Company announced on April 15, 2013 that Mr. Carr's duties will be assumed on an interim basis by David George, the current Executive Vice President and General Counsel of Monarch Corp., who joined Monarch Corp. as a key executive over 25 years ago, and Emilio Tesolin, the current President of Monarch Corp.'s high-rise business, who has been with Monarch Corp. for over 15 years. Ms. Palmer, the Company's President and Chief Executive Officer, will continue to provide oversight of Monarch Corp.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained in Item 1.01 above is hereby incorporated in this Item 5.03 by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.                                     Description

 3.1         Amended and Restated Certificate of Incorporation.

 3.2         Amended and Restated By-laws.

10.1         Registration Rights Agreement, dated as of April 9, 2013, by and among
             Taylor Morrison Home Corporation and the other parties named therein.

10.2         Amended and Restated Agreement of Exempted Limited Partnership of TMM
             Holdings II Limited Partnership, dated as of April 9, 2013.

10.3         Exchange Agreement, dated as of April 9, 2013, by and among Taylor
             Morrison Home Corporation and the other parties named therein.

10.4         Stockholders Agreement, dated as of April 9, 2013, by and among Taylor
             Morrison Home Corporation and the other parties named therein.

10.5         Put/Call Agreement, dated as of April 9, 2013, by and among Taylor
             Morrison Home Corporation and TPG TMM Holdings II, L.P. and OCM TMM
             Holdings II, L.P.

10.6         Reorganization Agreement, dated as of April 9, 2013, by and among
             Taylor Morrison Home Corporation and the other parties named therein.

10.7         U.S. Parent Governance Agreement, dated as of April 9, 2013, by and
             among Taylor Morrison Home Corporation, Taylor Morrison Holdings, Inc.
             and the other parties named therein.

10.8         Canadian Parent Governance Agreement, dated as of April 9, 2013, by
             and among Taylor Morrison Home Corporation, Monarch Communities Inc.
             and the other parties named therein.

10.9         Amendment Agreement, dated as of April 12, 2013, to the Credit
             Agreement dated as of July 13, 2011 (as amended and restated as of
             April 13, 2012 and as thereafter amended as of August 15, 2012 and
             December 27, 2012), among Taylor Morrison Communities, Inc., Monarch
             Corporation, TMM Holdings Limited Partnership and the other parties
             named therein.


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