Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2025 (the “Closing Date”), Taylor Morrison Communities, Inc. (the “Borrower”), a wholly owned subsidiary of Taylor Morrison Home Corporation (“Taylor Morrison” or the “Company”), entered into the Amendment and Restatement Agreement (the “Amendment”) to the Amended and Restated Credit Agreement dated as of March 11, 2022 (as amended, restated, supplemented or otherwise modified prior to the Amendment, the “Existing Credit Agreement” and as further amended and restated by the Amendment, the “Credit Agreement”), among the Borrower, Taylor Morrison Home III Corporation, a Delaware corporation (“Holdings”), Taylor Morrison Holdings, Inc., a Delaware corporation (“U.S. Holdings”), Taylor Morrison Finance, Inc., a Delaware corporation (together with the Borrower, Holdings, U.S. Holdings and restricted subsidiaries of the Borrower and U.S. Finco, collectively, the “Credit Group”), each lender from time to time party thereto (the “Lenders”) and Citibank, N.A., as administrative agent under the Existing Credit Agreement (the “Existing Administrative Agent”) and Wells Fargo Bank, National Association as the successor administrative agent (in such capacity, the “Administrative Agent”). The Credit Agreement provides for a revolving loan facility with commitments in an aggregate principal amount of $1,000,000,000 with an uncommitted accordion feature of up to an additional $400,000,000. The Credit Agreement amends and restates the Existing Credit Agreement.
Interest and Fees
Amounts outstanding under the Credit Agreement bear interest, at the Borrower’s option, at (a) a base rate (subject to a floor of 0.00%) plus a margin (i) if and only if the Company and/or the Borrower have an investment grade rating from at least two of the three rating agencies, equal to 0.100% per annum or (ii) if clause (a)(i) does not apply, ranging from 0.250% to 0.625% per annum based on the Borrower’s capitalization ratio; or (b) SOFR (subject to a SOFR floor of 0.00%) plus a margin (i) if and only if the Company and/or the Borrower have an investment grade rating from at least two of the three rating agencies, equal to 1.100% per annum or (ii) if clause (b)(i) does not apply, ranging from 1.250% to 1.625% per annum based on the Borrower’s capitalization ratio.
In addition, the Borrower must pay (a) commitment fees on the unused commitments under the Credit Agreement (i) if and only if the Company and/or the Borrower have an investment grade rating from at least two of the three rating agencies, of 0.125% or (ii) if clause (a)(i) does not apply, ranging from 0.150% to 0.300% per annum based on the Borrower’s capitalization ratio and (b) customary agency fees under the Credit Agreement.
Amortization, Prepayments and Maturity
The Credit Agreement does not require any amortization.
In addition, in the event that the capitalization ratio exceeds 0.55 to 1.00, the Borrower is required to prepay the outstanding loans under the Credit Agreement such that the outstanding loans do not exceed the borrowing base availability.
The Borrower may voluntarily repay outstanding loans under the Credit Agreement at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to SOFR loans. The Credit Agreement matures five years from the Closing Date.
Collateral and guarantors
All obligations under the Credit Agreement are unconditionally guaranteed by Holdings, U.S. Holdings, U.S. FinCo, any subsidiary of Holdings that acquires capital stock of U.S. FinCo or the Borrower, any direct or indirect parent of Holdings that guarantees obligations in respect of the Borrower’s existing senior unsecured notes or indebtedness in excess of $35,000,000 in the aggregate and certain of the Borrower’s and U.S. FinCo’s existing and future direct and indirect wholly owned domestic restricted subsidiaries, subject to certain exceptions.
The obligations under the Credit Agreement are unsecured.
