Tendered William Lyon Notes may be withdrawn at any time prior to the Expiration Date. However, a valid withdrawal of tendered William Lyon Notes after the Consent Revocation Deadline will not constitute a revocation of any previously delivered consents in respect of those notes and such consents will continue to be deemed delivered.
The Exchange Offers are being, and the Consent Solicitations were, made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated December 5, 2019 (the “Offering Memorandum”) and the related letter of transmittal in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”), and are conditioned upon the closing of the Merger and certain other conditions that may be waived by TMCI. Each Exchange Offer will expire at 12:01 a.m., New York City time, on January 6, 2020 (as the same may be extended, the “Expiration Date”), unless terminated. The settlement date for the Exchange Offers is expected to occur promptly after the Expiration Date, and the Expiration Date of each of the Exchange Offers is expected to be extended such that such settlement date coincides with the closing date of the Merger. As a result, the Expiration Date may be extended one or more times.
The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and related letter of transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866)807-2200 (U.S. toll-free) or (212)430-3774 (banks and brokers).
The Separate Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in a separate consent solicitation statement, dated December 5, 2019 (the “Separate Consent Solicitation Statement”) and the related letter of consent, and are conditioned upon the closing of the Merger and certain other conditions that may be waived by TMCI.
The complete terms and conditions of the Separate Consent Solicitations are described in a Separate Consent Solicitation Statement and related letter of consent, copies of which may be obtained by contacting Global Bondholder Services Corporation, the information and tabulation agent in connection with the Separate Consent Solicitations, at (866)807-2200 (U.S. toll-free) or (212)430-3774 (banks and brokers).
Each of the previously announced change of control offers (the “Change of Control Offers”) with respect to William Lyon Notes made by TMCI in connection with the Merger pursuant to the change of control notice and offer to purchase dated December 5, 2019 (the “Change of Control Notice”) have been terminated because the Supplemental Indentures have been executed. If and when the Amendments become operative, the Amendments will remove the requirement to make the Change of Control Offers. All William Lyon Notes validly tendered and not validly withdrawn pursuant to the Change of Control Offers will be returned promptly to the holder thereof in accordance with the Change of Control Notice and applicable law, and holders will not receive the purchase price for their William Lyon Notes tendered in the Change of Control Offers.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Taylor Morrison Notes have not been registered with the Securities and Exchange Commission under the Securities Act or any state or foreign securities laws. The Taylor Morrison Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Only persons who certify that they are (i) persons who are “U.S. persons” (as defined in Regulation S) and (a) “qualified institutional buyers” within the meaning of Rule 144A or (b) “accredited investors” (as defined in Regulation D) or (ii) not “U.S. persons” within the meaning of Regulation S and are outside of the United States and who are“non-U.S. qualified offerees” for purposes of applicable securities laws are authorized to receive and review the Offering Memorandum (such holders, “Eligible Holders”). The ability of an Eligible Holder to participate in the Exchange Offers also may be further limited, as set forth under “Eligibility and Transfer Restrictions” in the Offering Memorandum.
About Taylor Morrison
Taylor Morrison Home Corporation (NYSE: TMHC) is a leading national homebuilder and developer that has been recognized as the 2016, 2017, 2018 and 2019 America’s Most Trusted® Home Builder by Lifestory Research. Based in Scottsdale, Arizona we operate under two well-established brands, Taylor Morrison and Darling Homes. We serve a wide array of consumer groups from coast to coast, including first-time,move-up, luxury, and 55 plus buyers. In Texas, Darling Homes builds communities with a focus on individuality and custom detail while delivering on the Taylor Morrison standard of excellence.