According to the Complaint, AV Homes, Inc. is a developer and builder of residential communities in Florida, the Carolinas, Arizona and Texas.

On June 7, 2018, the Board caused the Company to enter into an agreement and plan of merger with Taylor Morrison Home Corporation (“Taylor Morrison”), Taylor Morrison Communities, Inc. (“Intermediate Parent”), and Thor Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into AV Homes (the “Merger”), with AV Homes continuing as the surviving entity in the Merger as an indirect subsidiary of Taylor Morrison (the “Proposed Merger”).

The Complaint alleges that on July 13, 2018, to convince Company shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a joint Registration Statement, that was materially incomplete and misleading, which was filed by Taylor Morrison on Form S-4 with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.

This case was voluntarily dismissed on January 14, 2019.