SCOTTSDALE, Ariz., Feb. 6, 2020 /PRNewswire/ -- Taylor Morrison Home
Corporation (NYSE: TMHC), a national homebuilder and developer,
today announced the closing of its acquisition of William Lyon Homes (NYSE: WLH). William Lyon's
complementary land and community portfolio, combined with entry
into three top housing markets, marks a significant new chapter in
Taylor Morrison's growth strategy.
Highlights:
- Creates the nation's fifth largest homebuilder based on last
twelve months (LTM) closings
- Top 5 position in 16 of the combined 22 markets
- Entry into Washington,
Oregon and Nevada markets
- Significantly increases entry-level market penetrations
- Anticipate approximately $80
million in annualized synergies
- Total consideration for acquisition will be approximately
$2.5 billion, which includes
$950 million of equity
Taylor Morrison acquired all of the outstanding shares of
William Lyon Homes common stock for
per share consideration of (1) $2.50
in cash and (2) 0.800 shares of Taylor Morrison common stock, which
ultimately yields an attractive book value multiple of 1.1. The
combined company will have a portfolio of approximately 80,000
owned and controlled lots and about 430 active selling communities
at time of close.
"With the exit of our equity sponsors in early 2018, we outlined
our strategic priorities as a fully floated company—first of them
being smart and meaningful growth along with diversification across
price points and consumer segments in the top U.S. housing
markets," said Sheryl Palmer, Taylor
Morrison chairman and CEO. "With more than one-year under our belt
since the AV Homes acquisition, this is the next transformative
step in that journey. But make no mistake, this isn't just about
being bigger. Taylor Morrison, combined with the rich legacy,
reputation, solid land positions and experience the William Lyon
team members bring to the equation, make us a stronger, better
organization for the long-term."
The deal expands local scale and expertise within six of Taylor
Morrison's major markets, while expanding the company into
Washington, Oregon and Nevada. The strategic combination creates the
nation's fifth largest homebuilder based on LTM of closings, and
firmly places Taylor Morrison in a Top 5 position in 16 of the
combined 22 markets with more than 14,000 closings estimated in
2020. With greater access to scale efficiencies and a continued
drive for operational excellence, the company anticipates top- and
bottom-line performance improvement, in addition to synergies from
overheads, increased mortgage capture rates and rebate
opportunities.
The acquisition of William Lyon
Homes increases Taylor Morrison's workforce to more than
3,000 team members companywide. To welcome all William Lyon Homes' team members to the Taylor
Morrison family, a welcome video featuring interviews with leaders
and team members from across the country was shared internally. The
company's comprehensive integration plan is aimed at delivering a
seamless team member onboarding experience while quickly capturing
savings and operational efficiencies.
"You could say growth is woven into our history," added Palmer.
"Every step our organization has taken the past few years has
prepared us for this day—a transformational acquisition
representing the culmination of a multi-year strategy to build a
large-scale, best-in-class organization focused on maximizing
shareholder value at every turn and creating a great place to work
for our team members while delivering an unparalleled customer
experience."
Throughout the integration process, the business will continue
to focus on leveraging strategic growth to enhance the customer
experience, including expanded affordability in core locations and
a more personalized technology-enhanced homebuying journey.
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. JP Morgan Securities
LLC served as the financial advisor to William Lyon Homes and Latham & Watkins LLP
acted as William Lyon Homes' legal
counsel.
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, 2019 and 2020 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.
Forward-Looking Statements
This press release 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 "believe," "expect," "intend,"
"estimate," "anticipate," "project," "may," "can," "could,"
"might," "will" and similar expressions identify forward-looking
statements, including statements related to expected operating and
performing 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.
Such risks, uncertainties and other factors include, among other
things: the inherent uncertainty associated with financial or other
projections; the integration of Taylor Morrison and William Lyon Homes and the ability to recognize
the anticipated benefits from the combination of Taylor Morrison
and William Lyon Homes;
unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and retention as a
result of the announcement of the transaction; the anticipated size
of the markets and continued demand for Taylor Morrison's and
William Lyon Homes' homes and the
impact of competitive responses to the transaction; slowdowns or
severe downturns in the housing market; changes in general and
local economic conditions (including as a result of recent extreme
weather conditions); slowdowns or severe downturns in the housing
market; homebuyers' ability to obtain suitable financing; increases
in interest rates, taxes or government fees; shortages in,
disruptions of and cost of labor; higher cancellation rates of
existing agreements of sale; competition in our industry; any
increase in unemployment or underemployment; inflation or
deflation; the seasonality of our business; our ability to obtain
additional performance, payment and completion surety bonds and
letters of credit; higher cancellation rates; significant home
warranty and construction defect claims; our reliance on
subcontractors; failure to manage land acquisitions, inventory and
development and construction processes; availability of land and
lots at competitive prices; decreases in the market value of our
land inventory; new or changing government regulations and legal
challenges; our compliance with environmental laws and regulations
regarding climate change; our ability to sell mortgages we
originate and claims on loans sold to third parties; governmental
regulation applicable to our mortgage operations and title services
business; the loss of any of our important commercial
relationships; our ability to use deferred tax assets; raw
materials and building supply shortages and price fluctuations; our
concentration of significant operations in certain geographic
areas; risks associated with our unconsolidated joint venture
arrangements; information technology failures and data security
breaches; costs to engage in and the success of future growth or
expansion of our operations or acquisitions or disposals of
businesses; costs associated with our defined benefit and defined
contribution pension schemes; damages associated with any major
health and safety incident; our ownership, leasing or occupation of
land and the use of hazardous materials; material losses in excess
of insurance limits; existing or future litigation, arbitration or
other claims; negative publicity or poor relations with the
residents of our communities; failure to recruit, retain and
develop highly skilled, competent people; utility and resource
shortages or rate fluctuations; constriction of the capital
markets; risks related to our debt and the agreements governing
such debt and our ability to access the capital markets. In
addition, other such risks and uncertainties may be found in our
and William Lyon Homes' most recent
annual reports on Form 10-K filed with the Securities and Exchange
Commission (SEC) as such factors may be updated from time to time
in our or William Lyon Homes'
periodic filings with the SEC. We undertake no duty to update any
forward-looking statement, whether as a result of new information,
future events or changes in our expectations, except as required by
applicable law.
CONTACT: Investor Relations
Taylor Morrison Home Corporation
(480) 734-2060
investor@taylormorrison.com
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SOURCE Taylor Morrison
