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Taylor Morrison Home Corp. is gearing up to buy William Lyon Homes in an effort to plant a bigger stake in the entry-level housing market.

By Angela Gonzales  – Senior Reporter, Phoenix Business Journal

Taylor Morrison Home Corp. is pounding out the final details of its proposed $2.4 billion acquisition of William Lyon Homes — a deal that will make the Scottsdale-based company the fifth-largest homebuilder in the nation.

As shareholders of both homebuilders are expected to vote on the deal on Jan. 30, Taylor Morrison (NYSE: TMHC) executives are tying up loose ends. If the Taylor Morrison and William Lyon shareholders give their approval, the deal could close by the end of February, company officials said.

On Jan. 23, William Lyon Homes (NYSE: WLH) reached an agreement to resolve two stockholder class action lawsuits filed on behalf of company stockholders in the U.S. District Court for the Central District of California and another class action lawsuit filed in the U.S. District Court for the District of Delaware, according to a filing with the U.S. Securities and Exchange Commission.

The lawsuits — which were filed after the merger was announced last fall — challenge the adequacy of the disclosure contained in the the definitive proxy statement/prospectus regarding the proposed merger.

To resolve the actions, William Lyon Homes agreed to make a series of amended and supplemental disclosures to the definitive proxy statement/prospectus.

The plaintiffs in each action have agreed to dismiss the actions in their entirety, with prejudice as to the named plaintiffs and without prejudice to all members of the putative class, according to the SEC filings.

On Jan. 17, Taylor Morrison extended the expiration date for its previously announced offers to exchange any and all outstanding senior notes of three series issued by William Lyon for up to $1.09 billion, according to a separate filing. The expiration date is now Jan. 28, 2020, and may be extended one or more times, according to those documents.

Taylor Morrison’s agreement to purchase William Lyon came with a debt assumption clause, said Thomas Brophy, a research analyst for Colliers International in Phoenix.

“This states they needed an extension for assuming that debt, and might need two additional extensions before it is officially assumed and the companies are combined, although William Lyon will be a wholly owned subsidiary of Taylor Morrison,” he said.