SCOTTSDALE, Ariz., June 7, 2018 /PRNewswire/ --
Highlights:
- Acquisition price of approximately $490
million yields an attractive purchase multiple of 1.1x
book
- Expect $30 million in annualized
synergies from acquisition
- Growing the affordable active adult product offerings in
Orlando, Phoenix and Raleigh to complement existing Taylor Morrison
communities
- Expansion into the more affordable, first-time buyer
segment
- Significantly increases scale and market share in five major
housing markets
Taylor Morrison Home Corporation (NYSE: TMHC), a leading
national homebuilder and developer, and AV Homes, Inc. (NASDAQ:
AVHI), a developer and builder of residential communities in
Florida, the Carolinas,
Arizona and Texas, today announced that they have entered
into a definitive agreement pursuant to which Taylor Morrison will
acquire all of the outstanding shares of AV Homes common stock at
$21.50 per share in a cash and stock
transaction valued (including outstanding AV Homes debt) at
approximately $963 million. The
transaction has been unanimously approved by the Boards of
Directors of both Taylor Morrison and AV Homes and will be
submitted to the stockholders of AV Homes for approval. The
transaction is expected to close late in the third quarter or early
in the fourth quarter of 2018 and the closing is subject to
customary closing conditions. TPG Capital, the holder of
approximately 40% of AV Homes common stock, has agreed to vote all
of its shares of AV Homes common stock in favor of the
transaction.
Under the terms of the agreement, AV Homes stockholders will
have the option to receive, at their election, consideration per
share equal to (i) $21.50 in cash,
(ii) 0.9793 shares of Taylor Morrison Class A common stock or (iii)
the combination of $12.64 in cash and
0.4034 shares of Taylor Morrison Class A common stock, subject to
an overall proration of approximately 60% cash and 40%
stock. On a pro forma basis, AV Homes stockholders are
expected to own up to approximately 10% of the combined company,
subject to conversion mechanics applicable to holders of AV Homes'
convertible notes.
"The joining of Taylor Morrison and AV Homes supports our
strategic growth priority by bringing us deeper into five of our
current markets, adding Jacksonville to the portfolio, and further
expanding our offerings in the affordable first-time buyer and
active adult consumer segments," said Sheryl Palmer, chairman and CEO of Taylor
Morrison. "This transaction, subject to customary closing
conditions, will serve as a means to further enhance our land
pipeline in the right locations, potentially offsetting some future
land purchases, while simultaneously delivering land to our
homebuilding operations with mature communities. What's more, we
believe the commonalities in product offerings and consumer groups
will create opportunities for scale efficiencies and enhance our
national footprint while creating top and bottom-line performance
improvement."
Roger A. Cregg, President and
Chief Executive Officer of AV Homes, Inc., said, "We are pleased
with the significant progress AV Homes has made over the last
several years executing our growth strategy, including being
recognized as the fastest growing public homebuilder in both 2015
and 2016. Through our focus on consumer segmentation and
geographical diversification, we have grown our position in both
existing and new attractive metropolitan areas. By combining with
Taylor Morrison, one of the country's finest homebuilders, we will
create a premier homebuilder in some of the country's highest
growth areas and drive accretive returns for our shareholders for
years to come."
Citigroup Global Markets, Inc. served as the financial advisor
to Taylor Morrison and Paul, Weiss, Rifkind, Wharton & Garrison
LLP acted as Taylor Morrison's legal counsel. J.P. Morgan
Securities LLC and Moelis & Company LLC served as the financial
advisors to AV Homes and Wachtell, Lipton, Rosen & Katz acted
as AV Homes' legal counsel.
Conference Call
A public webcast to discuss this announcement will be held
Thursday, June 7th at 8:30 a.m. Eastern time. The participant dial-in
is 1 (855) 470-8731 and the passcode is 1096478. A webcast
replay will also be available at investors.taylormorrison.com later
that day.
About Taylor Morrison
Taylor Morrison Home Corporation (NYSE: TMHC) is a leading
national homebuilder and developer that has been recognized as the
2016, 2017 and 2018 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.
For more information about Taylor Morrison and Darling Homes
please visit www.taylormorrison.com or www.darlinghomes.com.
About AV Homes
AV Homes, Inc. is engaged in homebuilding and community
development in Florida, the
Carolinas, Arizona and
Texas. Its principal operations
are conducted in the greater Orlando, Jacksonville, Phoenix, Charlotte and Dallas-Fort Worth markets. The Company builds
communities that serve both active adults (55 years and older) as
well as people of all ages. AV Homes common shares trade on NASDAQ
under the symbol AVHI. For more information, visit
www.avhomesinc.com.
Forward-Looking Statements
Some of the statements in this press release are forward-looking
statements (or forward-looking information) within the meaning of
applicable U.S. securities laws. These include statements using the
words "believe," "target," "outlook," "may," "will," "should,"
"could," "estimate," "continue," "expect," "intend," plan,"
"predict," "potential," "project," "intend," "estimate," "aim," "on
track," "target," "opportunity," "tentative," "positioning,"
"designed," "create," "seek," "would," "upside," "increases,"
"goal," "guidance" and "anticipate," and similar statements
(including where the word "could," "may," or "would" is used rather
than the word "will") and the negative of such words and phrases,
which do not describe the present or provide information about the
past. There is no guarantee that the expected events or expected
results will actually occur. Such statements reflect the current
views of management of Taylor Morrison or AV Homes and are subject
to a number of risks and uncertainties. These statements are based
on many assumptions and factors, including general economic and
market conditions, industry conditions, operational and other
factors. Any changes in these assumptions or other factors could
cause actual results to differ materially from current
expectations. All forward-looking statements attributable to Taylor
Morrison or AV Homes, or persons acting on either of their behalf,
and are expressly qualified in their entirety by the cautionary
statements set forth in this paragraph. Undue reliance should not
be placed on such statements. In addition, material risks that
could cause actual results to differ from forward-looking
statements include: the inherent uncertainty associated with
financial or other projections; the integration of Taylor Morrison
and AV Homes and the ability to recognize the anticipated benefits
from the combination of Taylor Morrison and AV Homes; the risk
associated with AV Homes ability to obtain the shareholder approval
required to consummate the merger and the timing of the closing of
the merger, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all and the
failure of the transaction to close for any other reason; the
outcome of any legal proceedings that may be instituted against the
parties and others related to the merger agreement; unanticipated
difficulties or expenditures relating to the transaction, the
response of business partners and retention as a result of the
announcement and pendency of the transaction; risks relating to the
value of the Taylor Morrison common stock to be issued in
connection with the transaction; the anticipated size of the
markets and continued demand for Taylor Morrison's and AV Homes'
homes and the impact of competitive responses to the announcement
of the transaction; access to available financing on a timely basis
and on reasonable terms, including the refinancing of Taylor
Morrison and AV Homes debt to fund the cash portion of the
consideration in connection with the transaction. Additional risks
are described under the heading "Risk Factors" in Taylor Morrison's
Annual Report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities
and Exchange Commission (the "SEC") on February 21, 2018 and in AV Homes' Annual Report
on Form 10-K for the year ended December 31,
2017 filed with the SEC on February
23, 2018. Forward-looking statements speak only as of the
date they are made. Except as required by law, neither Taylor
Morrison nor AV Homes has any intention or obligation to update or
to publicly announce the results of any revisions to any of the
forward-looking statements to reflect actual results, future events
or developments, changes in assumptions or changes in other factors
affecting the forward-looking statements.
Important Additional Information and Where to Find it
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In connection with
the proposed transaction between Taylor Morrison and AV Homes,
Taylor Morrison will file with the U.S. Securities and Exchange
Commission (the "SEC") a registration statement on Form S-4 that
will include a Proxy Statement of AV Homes that also constitutes a
Prospectus of Taylor Morrison (the "Proxy Statement/Prospectus").
AV Homes plans to mail to its shareholders the definitive Proxy
Statement/Prospectus in connection with the transaction. INVESTORS
AND SECURITY HOLDERS OF AV HOMES ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT TAYLOR MORRISON, AV HOMES,
THE TRANSACTION AND RELATED MATTERS. Investors and security holders
will be able to obtain free copies of the Proxy
Statement/Prospectus (when available) and other documents filed
with the SEC by Taylor Morrison and AV Homes through the website
maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the
documents filed with the SEC by Taylor Morrison in the Investor
Relations section of Taylor Morrison's website at
http://investors.taylormorrison.com or by contacting Taylor
Morrison's Investor Relations at investor@taylormorrison.com or by
calling (480) 734-2060, and will be able to obtain free copies of
the documents filed with the SEC by AV Homes in the Investor
Relations section of AV Homes' website at
http://investors.avhomesinc.com or by contacting AV Homes' Investor
Relations at m.burnett@avhomesinc.com or by calling (480)
214-7408.
Participants in the Merger Solicitation
Taylor Morrison, AV Homes and certain of their respective
directors, executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of AV Homes in connection with the
transaction, including a description of their respective direct or
indirect interests, by security holdings or otherwise, will be
included in the Proxy Statement/Prospectus described above when it
is filed with the SEC. Additional information regarding Taylor
Morrison's directors and executive officers is also included in
Taylor Morrison's proxy statement for its 2018 Annual Meeting of
Shareholders, which was filed with the SEC on April 17, 2018, or its Annual Report on Form 10-K
for the year ended December 31, 2017,
which was filed with the SEC on February 21,
2018, and information regarding AV Homes' directors and
executive officers is also included in AV Homes' proxy statement
for its 2018 Annual Meeting of Stockholders, which was filed with
the SEC on April 18, 2018, or its
Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC
on February 23, 2018. These
documents are available free of charge as described above.
CONTACT: Investor Relations
Taylor Morrison Home Corporation
(480) 734-2060
investor@taylormorrison.com
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SOURCE Taylor Morrison