Attached files
file | filename |
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EX-12.1 - EX-12.1 - Tri Pointe Homes, Inc. | d369360dex121.htm |
EX-5.6 - EX-5.6 - Tri Pointe Homes, Inc. | d369360dex56.htm |
EX-5.5 - EX-5.5 - Tri Pointe Homes, Inc. | d369360dex55.htm |
EX-5.4 - EX-5.4 - Tri Pointe Homes, Inc. | d369360dex54.htm |
EX-5.3 - EX-5.3 - Tri Pointe Homes, Inc. | d369360dex53.htm |
EX-5.2 - EX-5.2 - Tri Pointe Homes, Inc. | d369360dex52.htm |
EX-5.1 - EX-5.1 - Tri Pointe Homes, Inc. | d369360dex51.htm |
EX-4.2 - EX-4.2 - Tri Pointe Homes, Inc. | d369360dex42.htm |
EX-4.1 - EX-4.1 - Tri Pointe Homes, Inc. | d369360dex41.htm |
EX-1.1 - EX-1.1 - Tri Pointe Homes, Inc. | d369360dex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 8-K
_______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 8, 2017
_______________________________________________
TRI Pointe Group, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________
Delaware | 1-35796 | 61-1763235 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
19540 Jamboree Road, Suite 300, Irvine, California | 92612 | |||||||||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (949) 438-1400
Not Applicable
(Former name or former address, if changed since last report.)
_______________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
_____________________________________________________________________________________________________________________________________________________________________________________
Item 8.01 | Other Events |
On June 8, 2017, TRI Pointe Group, Inc. (the Company) issued $300,000,000 aggregate principal amount of 5.25% Senior Notes due 2027 (the Notes) pursuant to the terms of an underwriting agreement dated June 5, 2017 (the Underwriting Agreement) among the Company, the guarantors named therein and J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the Underwriters). The net proceeds from the offering were approximately $297 million, before expenses but after deducting the underwriting discount.
The Notes sold pursuant to the Underwriting Agreement were registered under the Companys registration statement on Form S-3 filed on May 23, 2016 (File No. 333-211523) and were issued pursuant to an indenture between the Company and U.S. Bank National Association, as trustee (the Trustee), dated as of May 23, 2016 (the Base Indenture), as supplemented by the second supplemental indenture between the Company, the guarantors party thereto and the Trustee, dated as of June 8, 2017 (the Second Supplemental Indenture).
The foregoing descriptions of the Underwriting Agreement, the Base Indenture and the Second Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are filed as Exhibit 1.1 hereto, Exhibit 4.1 to Form S-3 filed May 23, 2016 and Exhibit 4.1 hereto, respectively, and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of the 5.25% Senior Note due 2027, which is filed hereto as Exhibit 4.2, and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
The following exhibits are filed as part of this Report.
Exhibit Number |
Description | |
1.1 | Underwriting Agreement, dated as of June 5, 2017, among TRI Pointe Group, Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein. | |
4.1 |
Second Supplemental Indenture, dated as of June 8, 2017, among TRI Pointe Group, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee. | |
4.2 |
Form of 5.25% Senior Note due 2027 | |
5.1
5.2
5.3
5.4
5.5
5.6 |
Opinion of Gibson, Dunn and Crutcher LLP
Opinion of Chapoton Sanders Scarborough, LLP
Opinion of Titus Brueckner & Levine PLC
Opinion of Fikso Kretschmer Smith Dixon Ormseth PS
Opinion of McDonald Carano, LLP
Opinion of Young Conaway Stargatt & Taylor, LLP | |
12.1 |
Statement regarding computation of ratio of earnings to fixed charges | |
23.1
23.2
23.3
23.4
23.5
23.6 |
Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit 5.1)
Consent of Chapoton Sanders Scarborough, LLP (included in Exhibit 5.2)
Consent of Titus Brueckner & Levine PLC (included in Exhibit 5.3)
Consent of Fikso Kretschmer Smith Dixon Ormseth PS (included in Exhibit 5.4)
Consent of McDonald Carano, LLP (included in Exhibit 5.5)
Consent of Young Conaway Stargatt & Taylor, LLP (included in Exhibit 5.6) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 8, 2017
TRI Pointe Group, Inc. | ||
By | /s/ Bradley W. Blank | |
Bradley W. Blank | ||
Vice President, General Counsel and Secretary |
Exhibit Index
Exhibit |
Description | |
1.1 | Underwriting Agreement, dated as of June 5, 2017, among TRI Pointe Group, Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters named therein. | |
4.1 |
Second Supplemental Indenture, dated as of June 8, 2017, among TRI Pointe Group, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee. | |
4.2 |
Form of 5.25% Senior Note due 2027 | |
5.1
5.2
5.3
5.4
5.5
5.6 |
Opinion of Gibson, Dunn and Crutcher LLP
Opinion of Chapoton Sanders Scarborough, LLP
Opinion of Titus Brueckner & Levine PLC
Opinion of Fikso Kretschmer Smith Dixon Ormseth PS
Opinion of McDonald Carano, LLP
Opinion of Young Conaway Stargatt & Taylor, LLP | |
12.1
23.1
23.2
23.3
23.4
23.5
23.6 |
Statement regarding computation of ratio of earnings to fixed charges
Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit 5.1)
Consent of Chapoton Sanders Scarborough, LLP (included in Exhibit 5.2)
Consent of Titus Brueckner & Levine PLC (included in Exhibit 5.3)
Consent of Fikso Kretschmer Smith Dixon Ormseth PS (included in Exhibit 5.4)
Consent of McDonald Carano, LLP (included in Exhibit 5.5)
Consent of Young Conaway Stargatt & Taylor, LLP (included in Exhibit 5.6) |