Taylor Morrison Home Corp (Form: 8-K, Received: 03/07/2014 16:31:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 5, 2014

Taylor Morrison Home Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-35873	90-0907433
(Commission File Number)	(I.R.S. Employer Identification No.)
4900 N. Scottsdale Road, Suite 2000
Scottsdale, AZ	85251
(Address of principal executive offices)	(Zip Code)

(480)840-8100

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Indenture

On March 5, 2014, 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 $350.0 million aggregate principal amount of 5.625% Senior Notes due 2024 (the “Notes”).

The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of March 5, 2014, by and among the Issuers, the guarantors party thereto (collectively, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee, and are senior 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 Guarantors are the same subsidiaries of Holdings that guarantee Holdings’ revolving credit facility and the other senior notes issued by the Issuers.

The Notes will mature on March 1, 2024. Interest on the Notes will accrue at 5.625% per annum, paid semi-annually, in arrears, on March 1 and September 1 of each year, commencing September 1, 2014.

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 Holdings’ subsidiaries that are not Guarantors.

At any time prior to December 1, 2023, the Issuers are entitled to redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable “make whole” premium as of, and accrued and unpaid interest to, but excluding, the date of redemption, 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.

On or after December 1, 2023, 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 a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to, but excluding, the date of redemption, 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.

Upon certain ratings declines with respect to the Notes in connection with a change of control, as described 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 incur certain liens securing indebtedness without equally and ratably securing the Notes and the Guarantees and enter into certain sale and leaseback transactions. These covenants are subject to a number of important exceptions and qualifications. The Indenture contains customary events of default.

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

Amendment to Stockholders Agreement

On March 6, 2014, the Company entered into an amendment (the “Amendment”) to the Stockholders Agreement dated as of April 9, 2013 (the “Stockholders Agreement”) by and among the Company, TPG TMM Holdings II, L.P (“TPG”), OCM TMM Holdings II, L.P (“Oaktree”) and JHI Holding Limited Partnership. Prior to execution of the Amendment, TPG and Oaktree (each, a “Principal Sponsor”) were each permitted to designate three of the Company’s 11 directors.

Pursuant to the Amendment, the Company increased the size of its Board of Directors (“Board”) from 11 to 13 members and agreed to take all necessary action to cause the size of its Board not to exceed 13 directors (subject to applicable law and stock exchange requirements and the qualification below). One of the new vacancies has been filled through the appointment of a new independent director, Anne L. Mariucci, as described under Item 5.02 below. In addition, for so long as each Principal Sponsor owns at least 50% of the shares of common stock that it held upon the completion of the Company’s initial public offering and the application of the proceeds therefrom, the Company has agreed to maintain the other vacancy on the Board until such time as the Principal Sponsors jointly designate a director to fill this vacancy. However, if at any time one of the Principal Sponsors certifies to the Company that the Principal Sponsors cannot agree on a joint designee for the Board, the Company will take necessary action to expand the Board to 14 directors and to permit each of the Principal Sponsors to designate an additional director to serve on the Board. The Principal Sponsors, collectively, thereby retain the same affirmative control over the Company’s Board as they had prior to the Amendment.

The composition of the Board of Directors of US Holdings, the parent of the Company’s U.S. business, and Monarch Communities Inc., the parent of the Company’s Canadian business, will continue to be identical to the composition of the Company’s Board.

The foregoing summary of the terms of the Amendment is qualified in its entirety by the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 6, 2014, the Company issued a press release announcing that the Board had appointed Anne L. Mariucci to fill a vacancy created by the increase in the size of the Board from 11 to 13 directors and to serve as an additional independent member of the Board and the Board’s audit committee, replacing Jason Keller, who has resigned from the audit committee of the Board effective March 6, 2014. Mr. Keller will remain a member of the Company’s Board. The Board made the appointment of Ms. Mariucci in compliance with the director independence requirements of the New York Stock Exchange. The appointment was made pursuant to the Stockholders Agreement, as amended by the Amendment described in Item 1.01 above. A copy of the Company’s press release is attached as Exhibit 99.1 to this report.

Ms. Mariucci will be compensated for her service as an independent director in a manner similar to that described for the other independent directors in the Company’s Registration Statement on Form S-1 (File No. 333-185269) under “Compensation Discussion and Analysis—Director Compensation.” Ms. Mariucci will receive a yearly cash retainer in the amount of $40,000, a yearly grant of Company restricted stock units with an aggregate grant date value of $50,000, vesting one year from the date of grant, and a one-time grant of Company stock options representing the right to purchase shares of the Company’s Class A common stock with an aggregate grant date value of $250,000, vesting ratably over three years from the date of grant.

The Company does not intend for Exhibit 99.1 to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or to be incorporated by reference into filings under the Securities Act of 1933, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

EXHIBIT NO .		DESCRIPTION
10.1		Amendment No. 1, dated as of March 6, 2014, to the Stockholders Agreement, dated as of April 9, 2013, by and among the Company, TPG TMM Holdings II, L.P, OCM TMM Holdings II, L.P and JHI Holding Limited Partnership.
99.1		Press Release, dated March 6, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 7, 2014

Taylor Morrison Home Corporation


By:	/s/ Darrell C. Sherman
	Name:	Darrell C. Sherman
	Title:	Vice President, Secretary and
		General Counsel

STOCKHOLDERS AGREEMENT

Reference is made to the Stockholders Agreement (the “ Stockholders Agreement ”), dated as of April 9, 2013, by and among Taylor Morrison Home Corporation, a Delaware corporation (the “ Company ”), TPG TMM Holdings II, L.P., a Cayman Islands limited partnership (together with its Affiliates, “ TPG ”), OCM TMM Holdings II, L.P., a Cayman Islands limited partnership (together with its Affiliates, “ Oaktree ”), JHI Holding Limited Partnership, a British Columbia limited partnership (together with its Affiliates, “ JHI ”), and any additional parties who have executed a counterpart signature page thereto.

This amendment to the Stockholders Agreement (this “ Amendment ”) is made as of March 6, 2014. The terms of this Amendment shall have an effective date of March 6, 2014. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Stockholders Agreement.

WHEREAS, in accordance with Section 3.1(a) of the Stockholders Agreement, the Board is currently comprised of eleven (11) directors, including three (3) TPG Directors, three (3) Oaktree Directors, one (1) JHI Director, two (2) Unaffiliated Directors and one (1) 90-Day Unaffiliated Director;

WHEREAS, Section 3.1(f) of the Stockholders Agreement provides that, for so long as any Principal Sponsor has the right to designate at least one (1) director for nomination under the Stockholders Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed eleven (11) ( provided that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations);

WHEREAS, the Company wishes to appoint a twelfth director promptly following the effective date of this Amendment, and the parties hereto wish to amend certain provisions with respect to the composition of the Board in order to permit such appointment;

WHEREAS, Section 4.7(a) of the Stockholders Agreement provides that the Stockholders Agreement may be amended, modified or waived, in whole or in part, at any time by an instrument in writing signed by each of the Principal Sponsors with respect to which the Stockholders Agreement is not terminated, subject to certain exceptions neither of which is applicable to the circumstances of this Amendment; and

WHEREAS, the parties hereto desire to amend the terms of the Stockholders Agreement as set forth below;

NOW, THEREFORE, in consideration of the premise, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged:

SECTION 1 . Amendment to Section 1.1 . Section 1.1 is hereby amended to delete the following definition:

“ 90-Day Unaffiliated Director ” has the meaning set forth in Section 3.1(a) .

SECTION 2 . Amendment to Section 1.1 . Section 1.1 is hereby amended to add the following definitions:

“ Additional Principal Sponsor Director ” shall mean the individual designated as such by the applicable Principal Sponsor.

“ Principal Sponsor Director ” shall mean the individual designated as such either by both Principal Sponsors or by one Principal Sponsor in accordance with the terms of this Agreement.

“ Sponsor Certification ” has the meaning set forth in Section 3.1(f)(ii) .

SECTION 3 . Amendment to Section 3.1(b) . Section 3.1(b) is hereby deleted and replaced in its entirety to read as follows:

“ Principal Sponsor Representation . For so long as a Principal Sponsor holds a number of shares of Common Stock representing at least the percentage of shares of Common Stock held by such Principal Sponsor as of the closing of all of the transactions contemplated by the Underwriting Agreement and the Put/Call Agreement shown below, there shall be included in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by such Principal Sponsor (each, a “ Principal Sponsor Designee ”) that, if elected, will result in such Principal Sponsor having the number of directors serving on the Board that is shown below.

Percent	Number of Directors
50% or greater	3
Less than 50% but greater than or equal to 10%	2
Less than 10% but greater than or equal to 5%	1

Upon any decrease in the number of directors that a Principal Sponsor is entitled to designate for election to the Board, such Principal Sponsor shall take all Necessary Action to cause the appropriate number of Principal Sponsor Designees to offer to tender resignation. If such resignation is then accepted by the Board, the Company and the Stockholders shall cause the authorized size of the Board to be reduced accordingly unless the Company with Requisite Investor Approval determines not to reduce the authorized size of the Board.

In addition, for so long as each Principal Sponsor holds a number of shares of Common Stock representing at least fifty percent (50%) of the shares of Common Stock held by such Principal Sponsor as of the closing of all of the transactions contemplated by the Underwriting Agreement and the Put/Call Agreement, subject to the terms of the following paragraph, the Principal Sponsors shall have the right on or after March 6, 2014 to jointly designate a Principal Sponsor Director for inclusion in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to

be elected. A Principal Sponsor Director shall be assigned to the class of directors to be elected at the Company’s annual meeting that is latest to occur of the then existing classes of directors.

Notwithstanding anything to the contrary set forth in the paragraph above, if a Principal Sponsor certifies to the Company at a time when the Principal Sponsors could otherwise designate a Principal Sponsor Director for inclusion in the slate of nominees recommended by the Board for election to the Board (i) that one or both Principal Sponsors desire to include a Principal Sponsor Director in such slate of nominees but (ii) that the Principal Sponsors cannot agree on the identity of the Principal Sponsor Director, the certifying Principal Sponsor shall have the right to designate the Principal Sponsor Director for inclusion in such slate of nominees. In such case, the other Principal Sponsor shall have the right to designate an Additional Principal Sponsor Director for inclusion in such slate of nominees. The Additional Principal Sponsor Director shall be assigned to the class of directors to be elected at the Company’s annual meeting that is second to occur of the then existing classes of directors.

If there is a Principal Sponsor Director or Additional Principal Sponsor Director in office the first time any Principal Sponsor no longer holds a number of shares of Common Stock representing at least fifty percent (50%) of the shares of Common Stock held by such Principal Sponsor as of the closing of all of the transactions contemplated by the Underwriting Agreement and the Put/Call Agreement, the Principal Sponsors (or, if applicable, the designating Principal Sponsor) shall take all Necessary Action to cause the Principal Sponsor Director to tender his or her resignation, and, if applicable, the designating Principal Sponsor shall take all Necessary Action to cause the Additional Principal Sponsor Director to tender his or her resignation. If any such resignation is then accepted by the Board, the Company and the Stockholders shall cause the authorized size of the Board to be reduced accordingly unless the Company with Requisite Investor Approval determines not to reduce the authorized size of the Board.

SECTION 4 . Amendment to Section 3.1(e) . Section 3.1(e) is hereby deleted and replaced in its entirety as follows:

“ Vacancies . Except as provided in Sections 3.1(b), 3.1(c) or 3.1(f), (i) each Investor shall have the exclusive right to remove its designees from the Board, and the Company and the Principal Sponsors shall take all Necessary Action to cause the removal of any such designee at the request of the designating Investor and (ii) each Investor shall have the exclusive right to designate for election to the Board directors to fill vacancies created by reason of death, removal or resignation of its designees to the Board, and the Company and the Principal Sponsors shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Investor as promptly as reasonably practicable; provided , that, for the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Investor shall have the right to designate a replacement director, and the Company and the Principal Sponsors shall not be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Investor in excess of the number of directors that such Investor is then entitled to designate for membership on the Board pursuant to Section 3.1(b) or Section 3.1(c), as applicable; provided , further , that any Principal Sponsor Director jointly designated by the Principal Sponsors pursuant to Section 3.1(b) or 3.1(f) may only be removed at the direction of the Principal Sponsors acting jointly, and any resulting

vacancy may only be filled pursuant to Section 3.1(b) or Section 3.1(f). If the Chief Executive Officer resigns or is terminated for any reason, the Company, the Chief Executive Officer and the Principal Sponsors shall take all Necessary Action to remove the Chief Executive Officer from the Board and fill such vacancy with the next Chief Executive Officer in office.

SECTION 5 . Amendment to Section 3.1(f) . Section 3.1(f) is hereby deleted and replaced in its entirety to read as follows:

“ Board Size / Additional Directors .

For as long as the Principal Sponsors have the right to include a Principal Sponsor Director in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, the Company shall take all Necessary Action on and after March 6, 2014 (A) to retain at least one (1) vacancy on the Board until such time as one or both Principal Sponsors determine to fill such vacancy (either pursuant to this Section 3.1(f) or pursuant to Section 3.1(b) ), and (B) to cause any such vacancy to be filled by the individual designated as a Principal Sponsor Director either by both Principal Sponsors within five (5) business days of such joint designation (or by one Principal Sponsor pursuant to Section 3.1(b) or Section 3.1(f)(ii) ).

ii.

For so long as any Principal Sponsor has the right to designate at least one (1) director for nomination under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed thirteen (13); provided , that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations; provided , further , that if at any time when each Principal Sponsor holds a number of shares of Common Stock representing at least fifty percent (50%) of the shares of Common Stock held by such Principal Sponsor as of the closing of all of the transactions contemplated by the Underwriting Agreement and the Put/Call Agreement, either of the Principal Sponsors certifies to the Company (with a copy to the other Principal Sponsor) that the Principal Sponsors cannot jointly agree on the designation of the Principal Sponsor Director (a “ Sponsor Certification ”), (A) the Company will take all Necessary Action, within ten (10) business days following receipt by the Company of such Sponsor Certification, to cause the size of the Board to be increased to fourteen (14), (B) the certifying Principal Sponsor shall, upon receipt by the Company and the other Principal Sponsor of such Sponsor Certification, have the sole right to designate the Principal Sponsor Director to fill the vacancy on the Board referenced in Section 3.1(f)(i) and may notify the Company of its designee in the Sponsor Certification or any time thereafter, (C) the other Principal Sponsor shall have the sole right to designate the Additional Principal Sponsor Director to fill the vacancy resulting from the increase in the size of the Board to

fourteen (14) and may notify the Company of its designee any time after such Principal Sponsor’s receipt of the Sponsor Certification, (D) the Company will take all Necessary Action to cause the simultaneous appointment of the Principal Sponsor Director and the Additional Principal Sponsor Director to the Board within ten (10) business days following receipt by the Company of the Sponsor Certification to the extent that the Company has been notified of the applicable designee(s) within five (5) business days following receipt by the Company of the Sponsor Certification, and (E) the Company will otherwise take all Necessary Action to cause the appointment of the Principal Sponsor Director or Additional Principal Sponsor Director to the Board within ten (10) business days following notification to the Company of the applicable designee by the applicable Principal Sponsor.

iii.

For as long as the Principal Sponsors have the right to include a Principal Sponsor Director in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, any vacancy created by reason of death, removal or resignation of any Principal Sponsor Director or Additional Principal Sponsor Director shall be filled by the Principal Sponsors acting jointly (to the extent jointly designated by the Principal Sponsors and subject to Section 3.1(b) and the second proviso of Section 3.1(f)(ii) in the case of disagreement) or the Principal Sponsor that designated such Principal Sponsor Director or Additional Principal Sponsor Director, as applicable, and the Company and the Principal Sponsors shall take all Necessary Action to cause any such vacancy to be filled by replacement directors designated by such designating Principal Sponsor(s) as promptly as reasonably practicable.”

SECTION 6 . Counterparts . This Amendment may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. Counterpart signature pages to this Amendment may be delivered by facsimile or electronic delivery ( i.e ., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

SECTION 7 . Governing Law . THIS AMENDMENT AND ANY RELATED DISPUTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

SECTION 8 . Jurisdiction . ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AMENDMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF DELAWARE OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFOR) THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. ANY ACTIONS OR

PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

SECTION 9 . Waiver of Jury Trial . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AMENDMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF ANY STOCKHOLDER IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH IT IS RELYING AND WILL RELY IN ENTERING INTO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and year first above written.

TAYLOR MORRISON HOME CORPORATION


By:	/s/ Sheryl D. Palmer
	Name:	Sheryl D. Palmer
	Title:	President and CEO

[Signature Page to Amendment No. 1 to Stockholders Agreement]

TPG TMM HOLDINGS II, L.P.

By:	TPG TMM Holdings II GP, ULC, its general partner

By:	/s/ Ronald Cami
	Name:	Ronald Cami
	Title:	Vice President and Secretary

[Signature Page to Amendment No. 1 to Stockholders Agreement]

OCM TMM HOLDINGS II, L.P.

By:	OCM TMM Holdings II GP, ULC, its general partner

By:	/s/ Kenneth Liang
	Name:	Kenneth Liang
	Title:	Authorized Signatory

By:	/s/ Emily Stephens
	Name:	Emily Stephens
	Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to Stockholders Agreement]

CONTACT: Investor Relations

Taylor Morrison Home Corporation

(480) 734-2060

investor@taylormorrison.com

ANNE MARIUCCI JOINS TAYLOR MORRISON BOARD OF DIRECTORS

SCOTTSDALE, AZ, March 6, 2014 – Taylor Morrison Home Corporation (NYSE:TMHC) announced today that Anne Mariucci is joining its board of directors as an additional independent board member as well as a member of the Audit Committee.

“We’re so very delighted and privileged to add Anne to our board of directors,” said Taylor Morrison President and CEO Sheryl Palmer. “Her extensive community development, homebuilding and financial experience will prove to be invaluable to the Board as we continue to capitalize on market opportunities and grow our operations.”

Ms. Mariucci has over 30 years of experience in homebuilding and real estate. Prior to 2003, Ms. Mariucci held a number of executive senior management roles with Del Webb Corporation and was responsible for its large-scale community development and homebuilding business. She also served as President of Del Webb following its merger with Pulte Homes, Inc. She presently serves on the Arizona Board of Regents, and is its immediate past-chairman. She also serves as a director of Corrections Corporation of America, Southwest Gas Company, the University of Arizona Health Network, Arizona State University Foundation, and the Fresh Start Women’s Foundation. Since 2003, she has been affiliated with the private equity firms Hawkeye Partners (Austin, Texas) and Glencoe Capital (Chicago, Illinois). She is a past director of the Arizona State Retirement System and Action Performance Companies, as well as a past Trustee of the Urban Land Institute. Ms. Mariucci received her undergraduate degree in accounting and finance from the University of Arizona and completed the corporate finance program at the Stanford University Graduate School of Business.

About Taylor Morrison

Headquartered in Scottsdale, Arizona, Taylor Morrison Home Corporation (NYSE:TMHC) operates in the U.S. under the Taylor Morrison and Darling Homes brands and in Canada under the Monarch brand. Taylor Morrison is a builder and developer of single-family detached and attached homes serving a wide array of customers including first-time, move-up, luxury and active adult customers. Taylor Morrison divisions operate in Arizona, California, Colorado, Florida and Texas. Darling Homes serves move-up and luxury homebuyers in Texas. Monarch, Canada's oldest homebuilder builds homes for first-time and move-up buyers in Toronto and Ottawa as well as high rise condominiums in Toronto. For more information about Taylor Morrison, Darling Homes or Monarch, please visit www.taylormorrison.com, www.darlinghomes.com and www.monarchgroup.net.