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EX-5.1 - EX-5.1 - Taylor Morrison Home Corpd519132dex51.htm
EX-23.1 - EX-23.1 - Taylor Morrison Home Corpd519132dex231.htm

As filed with the Securities and Exchange Commission on April 9, 2013

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Taylor Morrison Home Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1531   90-0907433
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (IRS Employer
Identification Number)

4900 N. Scottsdale Road, Suite 2000

Scottsdale, AZ 85251

(480) 840-8100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Darrell C. Sherman, Esq.

Vice President and General Counsel

4900 N. Scottsdale Road, Suite 2000

Scottsdale, AZ 85251

(480) 840-8100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

John C. Kennedy, Esq.

Lawrence G. Wee, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

 

Julie H. Jones, Esq.

Ropes & Gray LLP

The Prudential Tower

800 Boylston Street

Boston, MA 02199

(617) 951-7000

 

William J. Whelan III, Esq.

Joseph D. Zavaglia, Esq.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019-7475

(212) 474-1000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  x 333-185269

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities to be Registered
 

Amount

to be
Registered(1)(2)

 

Proposed

Maximum
Offering Price

Per Share(3)

 

Proposed

Maximum
Aggregate

Offering Price

  Amount of
Registration Fee

Class A common Stock, $0.00001 par value per share

  5,476,300   $22.00   $120,478,600   $16,434

 

 

(1) The 5,476,300 shares of Class A common stock being registered in this Registration Statement are in addition to the 27,381,500 shares of Class A common stock registered pursuant to the registrant’s Registration Statement on Form S-1 (File No. 333-185269).
(2) Including 714,300 shares of Class A common stock which may be purchased by the underwriters to cover over-allotments, if any.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) and General Instruction V of Form S-1, both as promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-185269) of Taylor Morrison Home Corporation (the “Registrant”), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission (the “Commission”) on April 9, 2013, are incorporated by reference into this registration statement.

The Registrant hereby certifies that it (i) has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at Mellon Bank in Pittsburgh, Pennsylvania as soon as practicable (but no later than the close of business on April 10, 2013), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than April 10, 2013.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

All exhibits filed with or incorporated by reference in Registration Statement No. 333-185269 are incorporated by reference into, and shall be deemed to be a part of, this registration statement, except for the following, which are filed herewith.

 

Exhibit
Number

  

Description of Exhibit

  5.1    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the legality of the shares registered hereunder.
23.1    Consent of Deloitte & Touche LLP
23.2    Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
24.1    Power of Attorney (incorporated by reference to the Registration Statement on Form S-1 of Taylor Morrison Home Corporation (Registration No. 333-185269)).
24.2    Power of Attorney of James Henry (incorporated by reference to Amendment No. 4 to the Registration Statement on Form S-1 of Taylor Morrison Home Corporation (Registration No. 333-185269)).

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 9, 2013.

 

TAYLOR MORRISON HOME CORPORATION
  By:  

    /s/ Sheryl Palmer

    Sheryl Palmer
    President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 9, 2013, by the following persons in the capacities indicated.

 

Signature

  

Title

/s/ Sheryl Palmer

  

President, Chief Executive Officer

and Director

(Principal Executive Officer)

Sheryl Palmer   

/s/ C. David Cone

  

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

C. David Cone   

*

   Director
John Brady   

*

   Director
Kelvin Davis   

*

  

Director and Chairman of the

Board of Directors

Timothy R. Eller   

*

   Director
James Henry   

*

   Director
Joe S. Houssian   

*

   Director
Jason Keller   

*

   Director
Greg Kranias   

*

   Director
Peter Lane   

*

   Director
Rajath Shourie   

 

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*By:  

    /s/ Darrell C. Sherman

  Darrell C. Sherman, Attorney-in-Fact

 

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INDEX TO EXHIBITS

 

Exhibit
Number

  

Description of Exhibit

  5.1    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the legality of the shares registered hereunder.
23.1    Consent of Deloitte & Touche LLP
23.2    Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
24.1    Power of Attorney (incorporated by reference to the Registration Statement on Form S-1 of Taylor Morrison Home Corporation (Registration No. 333-185269)).
24.2    Power of Attorney of James Henry (incorporated by reference to Amendment No. 4 to the Registration Statement on Form S-1 of Taylor Morrison Home Corporation (Registration No. 333-185269)).

 

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