As previously disclosed, on November 5, 2019, Taylor Morrison Home Corporation (Taylor Morrison or the Company) entered into an
Agreement and Plan of Merger with Tower Merger Sub, Inc., a wholly owned subsidiary of Taylor Morrison (Merger Sub), and William Lyon Homes, a Delaware corporation (William Lyon Homes), pursuant to which, subject to the terms
and conditions of the merger agreement, Merger Sub will be merged with and into William Lyon Homes, with William Lyon Homes continuing as the surviving corporation and a wholly owned, direct subsidiary of Taylor Morrison (the Merger).
In connection with the Merger, on December 26, 2019, Taylor Morrison and William Lyon Homes filed with the Securities and Exchange Commission (the
SEC) a definitive joint proxy statement, which also constitutes a prospectus of Taylor Morrison, for the solicitation of proxies in connection with special meetings of Taylor Morrisons stockholders and William Lyon Homes
shareholders, each to be held on January 30, 2020, for purposes of voting, among other things, on matters necessary to complete the Merger (the Definitive Proxy Statement/Prospectus). All information regarding the events discussed
in this current report on Form 8-K, as described below, has been provided to Taylor Morrison by William Lyon Homes.
On January 23, 2020, William Lyon Homes reached an agreement to resolve two purported stockholder class action lawsuits filed on behalf of William Lyon
Homes stockholders in the United States District Court for the Central District of California and one purported stockholder class action lawsuit filed on behalf of William Lyon Homes stockholders in the United States District Court for the District
of Delaware. Each of these lawsuits was filed following the announcement of the Merger.
The lawsuits, captioned Stein v. William Lyon Homes, et
al., Case No. 8:19-cv-02380 (C.D. Cal. filed Dec. 10, 2019) (the Stein Action), Kent v. William Lyon Homes, et al., Case No. 1:19-cv-02276 (D. Del. filed Dec. 13, 2019) (the Kent Action), and McBride v. William Lyon Homes, et al., Case No. 8:20-cv-00056 (C.D. Cal. filed Jan. 10, 2020) (the McBride Action, and together with the Stein Action and the Kent Action, the Actions), challenge the adequacy of the disclosure
contained in the Definitive Proxy Statement/Prospectus.
In order to resolve the Actions, William Lyon Homes has agreed to make the following amended and
supplemental disclosures (the Supplemental Disclosures) to the Definitive Proxy Statement/Prospectus. The plaintiffs in each of the Actions have agreed that, following the filing of William Lyon Homes Current Report on Form 8-K containing the Supplemental Disclosures (the Report), they will dismiss the Actions in their entirety, with prejudice as to the named plaintiffs and without prejudice to all other members of the
putative class.
The resolution of the Actions will not affect the timing of the special meeting of William Lyon Homes or the Companys
stockholders, which are each scheduled to be held on January 30, 2020, or the amount of the consideration to be paid to William Lyon Homes stockholders in connection with the Merger. The resolution of the Actions is not, and should not be
construed as, an admission of wrongdoing or liability by the Company or William Lyon Homes or any defendant in any such Action. Furthermore, nothing in the Report, this current report on Form 8-K or the
resolution of the Actions shall be deemed an admission of the legal necessity or materiality of any of the Supplemental Disclosures. To the contrary, William Lyon Homes and the defendants deny that any further disclosure regarding the Merger is
required under applicable laws other than that which has already been provided in the Definitive Proxy Statement/Prospectus. However, to avoid any risk of the Actions delaying or adversely affecting the Merger, to minimize the expense, burden,
distraction and inconvenience of continued litigation and to resolve plaintiffs claims asserted in the Actions, William Lyon Homes has agreed to make the Supplemental Disclosures to the Definitive Proxy Statement/Prospectus.
SUPPLEMENTAL DISCLOSURES TO THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
The following Supplemental Disclosures should be read in conjunction with the Definitive Proxy Statement/Prospectus, which should be read in its entirety. To
the extent that information in the Supplemental Disclosures differs from or updates information contained in the Definitive Proxy Statement/Prospectus, the information in the Supplemental Disclosures shall supersede or supplement the information in
the Definitive Proxy Statement/Prospectus. Defined terms used but not defined in the Supplemental Disclosures have the meanings set forth in the Definitive Proxy Statement/Prospectus. Paragraph and page references used herein refer to the Definitive
Proxy Statement/Prospectus before any additions or deletions resulting from the Supplemental Disclosures. The Supplemental Disclosures speak only as of the date on which the information contained therein was prepared and provided to the Board of
Directors (the Board) of William Lyon Homes in connection with, and at the time of, the Boards evaluation of the Merger (including with respect to any forecasts, projections, or other forward-looking statements contained in the
Supplemental Disclosures with respect to the Company or William Lyon Homes), and no such information has been updated or otherwise revised to reflect subsequent events since such date. The inclusion of the