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purchase any and all of the Issuer’s 5.875% Senior Notes due 2027 (the “2027 Notes”) validly tendered and not validly withdrawn in the Tender Offer (as defined below), (ii) redeem all of the 2027 Notes not purchased in the Tender Offer, (iii) redeem in full all of the Issuer’s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.
