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TMHC > SEC Filings for TMHC > Form 8-K on 17-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


17-Apr-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financ


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 16, 2013, Taylor Morrison Communities, Inc. and Monarch Communities Inc. (collectively the "Issuers"), wholly-owned subsidiaries of Taylor Morrison Home Corporation (the "Company"), completed the issuance of $550.0 million aggregate principal amount of 5.25% Senior Notes due 2021 (the "Notes").

The Notes were issued pursuant to an Indenture (the "Indenture"), dated as of April 16, 2013, by and among the Issuers, the guarantor parties thereto (collectively the "Guarantors") and Wells Fargo Bank, National Association, as trustee, and are unsecured obligations of the Issuers. The Guarantors have issued guarantees (the "Guarantees") of the Issuers' obligations under the Notes and the Indenture on a senior unsecured basis. TMM Holdings Limited Partnership ("Holdings") and Taylor Morrison Holdings, Inc. ("US Holdings") are among the Guarantors.

The Notes will mature on April 15, 2021. Interest on the Notes will accrue at 5.25% per annum, paid semi-annually, in arrears, on April 15th and October 15th of each year, commencing October 15, 2013.

The Notes and the Guarantees are senior unsecured obligations of the Issuers and the Guarantors. The Notes and the Guarantees rank:

pari passu in right of payment with any senior indebtedness of the Issuers and the Guarantors;

senior in right of payment to any indebtedness of the Issuers and the Guarantors that is contractually subordinated to the Notes and the Guarantees;

effectively junior to any secured indebtedness of the Issuers and the Guarantors, to the extent of the value of the collateral securing such secured indebtedness; and

effectively junior to all obligations of the Holdings' subsidiaries that are not Guarantors.

On or after April 15, 2016, the Issuers are entitled to redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on April 15th of the years indicated below, subject to the rights of holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date:

                       Year                   Percentage
                       2016                       103.928 %
                       2017                       102.625 %
                       2018                       101.313 %
                       2019 and thereafter        100.000 %

At any time prior to April 15, 2016, the Issuers may also redeem up to 40% of the original aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings, in each case, at a redemption price equal to 105.250% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.


In addition, at any time prior to April 15, 2016, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to the principal amount of the Notes, plus accrued and unpaid interest, if any, to but not including the redemption date, plus the applicable "make-whole" premium based on the applicable treasury rate plus 50 basis points.

Upon the occurrence of specified change of control events as defined in the Indenture, the Issuers must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.

The Indenture contains covenants that, among other things, restrict the Issuers' and U.S. Holdings' ability and the ability of their restricted subsidiaries to:

sell assets;

pay dividends or make other distributions on capital stock or make payments in respect of subordinated indebtedness;

make investments;

incur additional indebtedness or issue preferred stock;

create certain liens;

enter into agreements that restrict dividends or other payments from their restricted subsidiaries to the Issuers, U.S. Holdings or their restricted subsidiaries;

consolidate, merge or transfer all or substantially all of their assets;

engage in transactions with affiliates; and

create unrestricted subsidiaries.

These covenants are subject to a number of important exceptions and qualifications. The Indenture contains affirmative covenants and events of default that are customary for Indentures governing high-yield debt securities.

The Notes and Guarantees are not subject to any registration rights agreement.

On April 11, 2013, the Issuers, the Guarantors and the representative for the initial purchasers of the Notes entered into a purchase agreement (the "Purchase Agreement") with respect to the Notes. The Purchase Agreement contains customary representations, warranties, conditions, covenants and indemnities (including securities law indemnities for the benefit of the initial purchasers).



ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

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



ITEM 8.01 OTHER EVENTS.

On April 11, 2013, the Company issued a press release that announced the proposed unregistered offering by the Issuers of $500.0 million aggregate principal amount of the Notes. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.


On the same day, the Company issued a press release announcing that the Issuers had priced the unregistered offering of $550.0 million aggregate principal amount of the Notes. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated by reference herein.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT
NO. DESCRIPTION

99.1 Press Release, dated April 11, 2013.

99.2 Press Release, dated April 11, 2013.


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