Item 8.01 Other Events

On June 10, 2020, TRI Pointe Group, Inc. (the "Company") issued $350,000,000 aggregate principal amount of 5.700% Senior Notes due 2028 (the "Notes") pursuant to the terms of an underwriting agreement dated June 3, 2020 (the "Underwriting Agreement") among the Company, the guarantors named therein and Citigroup Global Markets Inc., as representative of the several underwriters named therein. The net proceeds from the offering were approximately $346.5 million, before expenses but after deducting the underwriting discount.

The Notes sold pursuant to the Underwriting Agreement were registered under the Company's registration statement on Form S-3 filed on June 3, 2020 (File No. 333-238897) 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 fifth supplemental indenture between the Company, the guarantors party thereto and the Trustee, dated as of June 10, 2020 (the "Fifth Supplemental Indenture").

The foregoing descriptions of the Underwriting Agreement, the Base Indenture and the Fifth Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are filed as Exhibit 1.1 hereto, Exhibit 4.9 to the registration statement on Form S-3 filed June 3, 2020 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 5.700% Senior Note due 2028, which is filed hereto as Exhibit 4.2, and incorporated herein by reference.




Item 9.01   Financial Statements and Exhibits



(d)   Exhibits.



  1.1        Underwriting Agreement, dated as of June 3, 2020, among TRI Pointe
           Group, Inc., the guarantors named therein and Citigroup Global Markets
           Inc., as representative of the several underwriters named therein

  4.1        Fifth Supplemental Indenture, dated as of June 10, 2020, among TRI
           Pointe Group, Inc., the guarantors party thereto and U.S. Bank National
           Association, as trustee

  4.2        Form of 5.700% Senior Note due 2028

  5.1        Opinion of Gibson, Dunn and Crutcher LLP

  5.2        Opinion of Chapoton Sanders Scarborough, LLP

  5.3        Opinion of Titus Brueckner & Levine PLC

  5.4        Opinion of Fikso Kretschmer Smith Dixon Ormseth PS

  5.5        Opinion of McDonald Carano LLP

  23.1       Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit 5.1)

  23.2       Consent of Chapoton Sanders Scarborough, LLP (included in Exhibit 5.2)

  23.3       Consent of Titus Brueckner & Levine PLC (included in Exhibit 5.3)

  23.4       Consent of Fikso Kretschmer Smith Dixon Ormseth PS (included in Exhibit
           5.4)

  23.5       Consent of McDonald Carano LLP (included in Exhibit 5.5)

104        Cover Page Interactive Data File, formatted in Inline XBRL

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