Filing Details

---

---

UNITED STATES

---

(1)  In its capacity as the direct owner of 38,147,847 common partnership units of TMM Holdings II Limited Partnership (“New TMM Units”) and an equal number of shares of Class B Common Stock of the Issuer (“Class B Shares”).  Pursuant to the terms of the Exchange Agreement (as defined below), a holder of New TMM Units may exchange such New TMM Units (along with an equal number of its Class B Shares), at any time for shares of Class A Common Stock of the Issuer (“Class A Shares” and, together with the Class B Shares, the “Common Stock”) on a one-for-one basis.

(2) Except as otherwise set forth in footnote 3 below or in Item 8 herein, all calculations of percentage ownership herein are based on an aggregate of 80,134,705 Class A Shares, consisting of (i) 41,986,858  Class A Shares issued and outstanding as of January 27, 2017, as reported on the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on February 1, 2017 (the “Prospectus Supplement”), and (ii) 38,147,847 New TMM Units (along with 38,147,847 Class B Shares) directly held by OCM TMM Holdings II, L.P., assuming that all of the New TMM Units (along with all of the Class B Shares) beneficially owned by the Reporting Persons are converted into Class A Shares at the ratio of one Class A Share per one New TMM Unit and Class B Share.

 (3)  As described in Item 8 herein, as a result of OCM TMM Holdings II, L.P. being a party to the Stockholders Agreement (as defined herein), the Reporting Persons may be deemed to be members of a group with the TPG Investor (as defined herein) and JH (as defined herein).  The Reporting Persons believe that the TPG Investor owns 38,147,848 New TMM Units and Class B Shares.  Pursuant to the Stockholders Agreement, OCM TMM Holdings II, L.P. and the TPG Investor have agreed, among other things, to vote their shares of Common Stock for each other’s board nominees as well as one board nominee of JH, although JH is not subject to any such voting requirements.  As a result, the Reporting Persons may be deemed to have beneficial ownership of the Common Stock owned by the TPG Investor, and JH may be deemed to have beneficial ownership of the Common Stock owned by the Reporting Persons and the TPG Investor.  If the Reporting Persons are deemed to be members of a group with the TPG Investor as a result of the Stockholders Agreement, the Reporting Persons may be deemed to beneficially own an additional 38,147,848 Class A Shares that would be issued to the TPG Investor upon exchange of all of its New TMM Units.  The aggregate beneficial ownership of the Reporting Persons would be 76,295,695 Class A Shares out of a total of 118,282,553 outstanding Class A Shares (consisting of 41,986,858 Class A Shares outstanding that are not beneficially owned by the Reporting Persons, the TPG Investor or JH as set forth on the Prospectus Supplement and assuming that all of the New TMM Units (along with all of the Class B Shares) beneficially owned by the Reporting Persons and the TPG Investor are converted into Class A Shares), or 64.5%.  Each Reporting Person hereby expressly disclaims beneficial ownership of the Common Stock except to the extent of its pecuniary interest in those shares directly held by OCM TMM Holdings II, L.P.

CUSIP No. 87724P106

SCHEDULE 13G

Page 4 of 32

 

 

 

---

---

---

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Oaktree Opportunities Fund VIII (Parallel 2), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   38,147,847 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   38,147,847 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   38,147,847 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   47.6%
12	TYPE OF REPORTING PERSON   PN

---

---

---

---

---

---

---

---

CUSIP No. 87724P106

SCHEDULE 13G

Page 19 of 32

 

 

ITEM 1.	(a)	Name of Issuer:
		Taylor Morrison Home Corporation (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices:
		4900 N. Scottsdale Road, Suite 2000, Scottsdale, AZ 85251
ITEM 2.	(a)-(c)	Name of Person Filing; Address of Principal Business Office; and Citizenship
		This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
		(1)	OCM TMM Holdings II, L.P., a Cayman Islands limited partnership (“OCM TMM Holdings”), in its capacity as the direct owner of 38,147,847 New TMM Units and 38,147,847 Class B Shares;
		(2)	OCM TMM Holdings II GP, ULC, a British Columbia unlimited liability company (“OCM TMM Holdings GP”), in its capacity as the general partner of OCM TMM Holdings;
		(3)	OCM TMM Holdings II LP, Inc., a British Columbia corporation (“OCM TMM Holdings, Inc.”), in its capacity as the sole shareholder of OCM TMM Holdings GP;
		(4)	Oaktree TM Holdings CTB, Ltd., a Cayman Islands company (“Oaktree TM Holdings”), in its capacity as the sole shareholder of OCM TMM Holdings, Inc.;
		(5)	Oaktree Opportunities Fund VIII, L.P., a Cayman Islands limited partnership (“Opps VIII”), in its capacity as a shareholder of Oaktree TM Holdings;
		(6)	Oaktree Opportunities Fund VIII (Parallel), L.P., a Cayman Islands limited partnership (“Parallel”), in its capacity as a shareholder of Oaktree TM Holdings;
		(7)	Oaktree Opportunities Fund VIII (Parallel 2), L.P., a Cayman Islands limited partnership (“Parallel 2”), in its capacity as a shareholder of Oaktree TM Holdings;
		(8)	Oaktree Opportunities Fund VIII GP, L.P., a Cayman Islands limited partnership (“Opps VIII GP”), in its capacity as the general partner of Opps VIII, Parallel and Parallel 2;
		(9)	Oaktree Opportunities Fund VIII GP Ltd., a Cayman Islands company (“Opps VIII GP Ltd.”), in its capacity as the general partner of Opps VIII GP;
		(10)	Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of Oaktree TM Holdings, Opps VIII GP Ltd., Oaktree Huntington Investment Fund GP Ltd. (“Huntington GP Ltd.”) and Oaktree FF Investment Fund GP Ltd. (“FF GP Ltd.”);
		(11)	Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management and Oaktree Capital II, L.P. (“Capital II”);
		(12)	Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the sole shareholder of Opps VIII GP Ltd., Huntington GP Ltd. and FF GP Ltd.;
		(13)	Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
		(14)	OCM Holdings I, LLC, a Delaware limited liability company (“OCM Holdings I”), in its capacity as the general partner of Capital I;
		(15)	Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings, LLC”), in its capacity as the managing member of OCM Holdings I;
		(16)	Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the sole shareholder of Holdings, Inc. and the managing member of Holdings, LLC; and

 

CUSIP No. 87724P106

SCHEDULE 13G

Page 20 of 32

 

		(17)	Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
			In addition to the Reporting Persons set forth above, certain affiliates of the Reporting Persons, including (a) Oaktree Huntington Investment Fund, L.P., a Cayman Islands limited partnership (“Huntington”), (b) Oaktree FF Investment Fund, L.P. a Cayman Islands limited partnership (“FF”), (c) Oaktree Real Estate Opportunities Fund V, L.P., a Delaware limited partnership (“ROF V”) and (d) Oaktree Remington Investment Fund, L.P., a Delaware limited partnership (“Remington”), each hold shares of the OCM TMM Holdings; however each such entity lacks both the power to vote and the power to dispose of any New TMM Units or Class B Shares.
		The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

	(d)	Title of Class of Securities:
		Class A Common Stock, par value $0.00001 per share (the “Class A Shares”)
	(e)	CUSIP Number:
		87724P106
ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
	(a)	[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
	(b)	[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
	(c)	[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
	(d)	[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
	(e)	[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
	(f)	[__]  An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
	(g)	[__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
	(h)	[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
	(i)	[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	[__]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4.	OWNERSHIP
	(a)-(c)	Amount beneficially owned, percent of class, number of shares as to which each person has sole or shared power to vote or direct the vote; sole or share power to dispose or direct the disposition of:   The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Section 13G are incorporated herein by reference.   By virtue of the relationships described in Item 2 above as well as the arrangements pursuant to the Stockholders Agreement described in Item 8 below, each of the Reporting Persons may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the securities deemed to be held directly by OCM TMM Holdings.

 

CUSIP No. 87724P106

SCHEDULE 13G

Page 22 of 32

 

		(4)	Oaktree TM Holdings, in its capacity as the sole shareholder of OCM TMM Holdings, Inc., has the ability to appoint and remove the directors and direct the management of the business of OCM TMM Holdings, Inc. As such, Oaktree TM Holdings has the power to direct the decisions of OCM TMM Holdings, Inc. regarding the vote and disposition of securities directly held by OCM TMM Holdings.  Therefore, Oaktree TM Holdings may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(5)	Opps VIII, in its capacity as a shareholder of Oaktree TM Holdings, shares the ability to appoint and remove the directors and direct the management of the business of Oaktree TM Holdings.  As such, Opps VIII shares the power to direct the decisions of Oaktree TM Holdings regarding the vote and disposition of securities directly held by OCM TMM Holdings.  Therefore, Opps VIII may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(6)	Parallel, in its capacity as a shareholder of Oaktree TM Holdings, shares the ability to appoint and remove the directors and direct the management of the business of Oaktree TM Holdings.  As such, Parallel shares the power to direct the decisions of Oaktree TM Holdings regarding the vote and disposition of securities directly held by OCM TMM Holdings.  Therefore, Parallel may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(7)	Parallel 2, in its capacity as a shareholder of Oaktree TM Holdings, shares the ability to appoint and remove the directors and direct the management of the business of Oaktree TM Holdings.  As such, Parallel 2 shares the power to direct the decisions of Oaktree TM Holdings regarding the vote and disposition of securities directly held by OCM TMM Holdings.  Therefore, Parallel 2 may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(8)	Opps VIII GP, in its capacity as the general partner of Opps VIII, Parallel and Parallel 2 (which collectively control a majority of the vote of Oaktree TM Holdings) has the ability to direct the management of each of Opps VIII’s, Parallel’s and Parallel 2’s business, including the power to direct the decisions of each of Opps VIII, Parallel and Parallel 2 regarding the vote and disposition of securities directly held by OCM TMM Holdings; therefore, Opps VIII GP may be deemed to beneficially own the securities directly held by OCM TMM Holdings.
		(9)	Opps VIII GP Ltd., in its capacity as the general partner of Opps VIII GP, has the ability to direct the management of Opps VIII GP’s business, including the power to direct the decisions of Opps VIII GP regarding the vote and disposition of securities directly held by OCM TMM Holdings; therefore, Opps VIII GP Ltd. may be deemed to beneficially own the securities directly held by OCM TMM Holdings.
		(10)	Management, in its capacity as the sole director of Oaktree TM Holdings, Opps VIII GP Ltd., Huntington GP Ltd. and FF GP Ltd. has the ability to direct the management of Oaktree TM Holdings, Opps VIII GP Ltd., Huntington GP Ltd. and FF GP Ltd., including the power to direct the decisions of Oaktree TM Holdings, Opps VIII GP Ltd., Huntington GP Ltd. and FF GP Ltd. regarding the vote and disposition of securities directly held by OCM TMM Holdings; therefore, Management may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.

 

 

CUSIP No. 87724P106

SCHEDULE 13G

Page 23 of 32

 

		(11)	Holdings, Inc., in its capacity as the general partner of each of Management and Capital II, has the ability to direct the management of each of Management’s and Capital II’s business, including the power to vote and dispose of securities directly held by OCM TMM Holdings; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(12)	GP I, in its capacity as the sole shareholder of each of Opps VIII GP Ltd., Huntington GP Ltd. and FF GP Ltd. has the ability to appoint and remove the directors and direct the management of the business of each of Opps VIII GP Ltd., Huntington GP Ltd. and FF GP Ltd. As such, GP I has the power to direct the decisions of each of Opps VIII GP Ltd., Huntington GP Ltd. and FF GP Ltd., regarding the vote and disposition of securities directly held by OCM TMM Holdings. Therefore, GP I may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(13)	Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities directly held by OCM TMM Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(14)	OCM Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities directly held by OCM TMM Holdings; therefore, OCM Holdings I may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(15)	Holdings, LLC, in its capacity as the managing member of OCM Holdings I, has the ability to direct the management of OCM Holding I’s business, including the power to direct the decisions of OCM Holdings I regarding the vote and disposition of securities directly held by OCM TMM Holdings; therefore, Holdings, LLC may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(16)	OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities directly held by OCM TMM Holdings.  Additionally, OCG, in its capacity as the managing member of Holdings, LLC, has the ability to direct the management of Holdings, LLC’s business, including the power to direct the decisions of Holdings, LLC regarding the vote and disposition of securities directly held by OCM TMM Holdings. Therefore, OCG may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.
		(17)	OCGH GP, in its capacity as the duly elected manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities directly held by OCM TMM Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the securities directly held by OCM TMM Holdings.

 

 

 

CUSIP No. 87724P106

SCHEDULE 13G

Page 24 of 32

 

		In addition to the relationships with respect to the Reporting Persons described above, we note:
		(18)	Huntington is a shareholder of Oaktree TM Holdings; however, Huntington lacks both the power to vote and the power to dispose of any New TMM Units or Class B Shares directly held by OCM TMM Holdings.
		(19)	FF is a shareholder of Oaktree TM Holdings; however, FF lacks both the power to vote and the power to dispose of any New TMM Units or Class B Shares directly held by OCM TMM Holdings.
		(20)	ROF V is a shareholder of Oaktree TM Holdings; however, ROF V lacks both the power to vote and the power to dispose of any New TMM Units or Class B Shares directly held by OCM TMM Holdings.
		(21)	Remington is a shareholder of Oaktree TM Holdings; however, Remington lacks both the power to vote and the power to dispose of any New TMM Units or Class B Shares directly held by OCM TMM Holdings.
		(22)	Oaktree Huntington Investment Fund GP, L.P. (“Huntington GP”), in its capacity as the general partner of Huntington, has the ability to direct the management of Huntington’s business, including the power to direct the decisions of Huntington regarding the vote and disposition of securities held by Huntington.
		(23)	Huntington GP Ltd., in its capacity as the general partner of Huntington GP, has the ability to direct the management of Huntington GP’s business, including the power to direct the decisions of Huntington GP regarding the vote and disposition of securities held by Huntington.
		(24)	Oaktree FF Investment Fund GP, L.P. (“FF GP”), in its capacity as the general partner of FF, has the ability to direct the management of FF’s business, including the power to direct the decisions of FF regarding the vote and disposition of securities held by FF.
		(25)	FF GP Ltd., in its capacity as the general partner of FF GP, has the ability to direct the management of FF GP’s business, including the power to direct the decisions of FF GP regarding the vote and disposition of securities held by FF.
		(26)	Oaktree Real Estate Opportunities Fund V, GP L.P. (“ROF V GP”), in its capacity as the general partner of ROF V, has the ability to direct the management of ROF V’s business, including the power to direct the decisions of ROF V regarding the vote and disposition of securities held by ROF V.
		(27)	Oaktree Remington Investment Fund GP, L.P. (“Remington GP”), in its capacity as the general partner of Remington, has the ability to direct the management of Remington’s business, including the power to direct the decisions of Remington regarding the vote and disposition of securities held by Remington.

 

 

 

CUSIP No. 87724P106

SCHEDULE 13G

Page 25 of 32

 

		(28)	Oaktree Fund GP IIA, LLC (“GP IIA”) , in its capacity as the general partner of ROF V GP and Remington GP, has the ability to direct the management of each of ROF V GP’s and Remington GP’s business, including the power to direct the decisions of each of ROF V GP and Remington GP regarding the vote and disposition of securities held by ROF V and Remington.
		(29)	Oaktree Fund GP II, L.P. (“GP II”), in its capacity as the managing member of GP IIA, has the ability to direct the management of GP IIA’s business, including the power to direct the decisions of GP IIA regarding the vote and disposition of securities held by ROF V and Remington.
		(30)	Capital II, in its capacity as the general partner of GP II has the ability to direct the management of GP II’s business, including the power to direct the decisions of GP II regarding the vote and disposition of securities held by ROF V and Remington.
		Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the Class A Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	Not applicable.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not applicable.

 

 

CUSIP No. 87724P106

SCHEDULE 13G

Page 26 of 32

CUSIP No. 87724P106

SCHEDULE 13G

Page 27 of 32

 

CUSIP No. 87724P106

SCHEDULE 13G

Page 28 of 32

CUSIP No. 87724P106

SCHEDULE 13G

Page 29 of 32

CUSIP No. 87724P106

SCHEDULE 13G

Page 30 of 32

 

	OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.
	By: Its:	Oaktree Opportunities Fund VIII GP, L.P. General Partner
	By: Its:	Oaktree Opportunities Fund VIII GP Ltd. General Partner
	By: Its:	Oaktree Capital Management, L.P. Sole Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
	By: Its:	Oaktree Opportunities Fund VIII GP Ltd. General Partner
	By: Its:	Oaktree Capital Management, L.P. Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND VIII GP LTD.
	By: Its:	Oaktree Capital Management, L.P. Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

CUSIP No. 87724P106

SCHEDULE 13G

Page 31 of 32

 

	OAKTREE CAPITAL MANAGEMENT, L.P.
	By:	/s/Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE HOLDINGS, INC.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE FUND GP I, L.P.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Authorized Signatory

	OAKTREE CAPITAL I, L.P.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OCM HOLDINGS I, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE HOLDINGS, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE CAPITAL GROUP, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

CUSIP No. 87724P106

SCHEDULE 13G

Page 32 of 32