ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



On August 23, 2021, M/I Homes, Inc. (the "Company") completed its offering of
$300 million aggregate principal amount of its 3.950% Senior Notes due 2030 (the
"New Senior Notes"). The New Senior Notes were sold only to qualified
institutional buyers in the United States pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and certain investors
pursuant to Regulation S under the Securities Act.

The offering was consummated pursuant to the terms of a purchase agreement,
dated as of August 9, 2021, by and among the Company, as issuer, certain
subsidiaries of the Company, as guarantors (the "Guarantors"), and J.P. Morgan
Securities LLC, as representative of the initial purchasers of the New Senior
Notes.

The Company intends to use a portion of the net proceeds from the offering of
the New Senior Notes to redeem all $250 million aggregate principal amount of
its outstanding 5.625% Senior Notes due 2025 (the "2025 Senior Notes"). The
Company intends to use the balance of the net proceeds for general corporate
purposes. See Item 8.01 below for a discussion of the redemption of the 2025
Senior Notes.

The New Senior Notes have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state securities laws.

Indenture



The New Senior Notes were issued under an indenture, dated as of August 23, 2021
(the "Indenture"), by and among the Company, the Guarantors and U.S. Bank
National Association, as trustee (the "Trustee"). The New Senior Notes are fully
and unconditionally guaranteed on a senior unsecured basis by all of the
Company's subsidiaries that, as of the date of issuance of the New Senior Notes,
are guarantors under the Company's $550 million unsecured revolving credit
facility dated July 18, 2013, as amended (the "Credit Facility"), and the
Company's 4.950% Senior Notes due 2028. The New Senior Notes are senior
unsecured obligations of the Company. The New Senior Notes will bear interest at
a rate of 3.950% per year, payable semiannually in arrears on February 15 and
August 15 of each year, commencing on February 15, 2022. The New Senior Notes
will mature on February 15, 2030.

The Company may redeem some or all of the New Senior Notes at any time prior to
August 15, 2029 (the date that is six months prior to the maturity of the New
Senior Notes), at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but not including, the
redemption date, plus a "make-whole" amount set forth in the Indenture. In
addition, on or after August 15, 2029 (the date that is six months prior to the
maturity of the New Senior Notes), the Company may redeem some or all of the New
Senior Notes at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but not including, the
redemption date. If the Company experiences specific kinds of changes of control
described in the Indenture, the Company will be required to make an offer to
purchase all of the New Senior Notes at a purchase price of 101% of the
principal amount, plus accrued and unpaid interest, if any, to the date of
repurchase.

The Indenture contains certain covenants that limit the ability of the Company
and the Restricted Subsidiaries (as defined in the Indenture) to, among other
things: (1) incur certain liens securing indebtedness without equally and
ratably securing the New Senior Notes and the guarantees; (2) enter into certain
sale and leaseback transactions; and (3) consolidate or merge with or into other
companies, liquidate or sell or otherwise dispose of all or substantially all of
the Company's assets. These covenants are subject to important exceptions and
qualifications as described in the Indenture. If the New Senior Notes receive an
investment grade rating from both Standard & Poor's Rating Group and Moody's
Investors Service, Inc., then the Company's obligation to comply with certain of
these covenants will be suspended.

The New Senior Notes and the Indenture contain customary events of default,
including, without limitation: (1) failure to pay interest on the New Senior
Notes for 30 days after becoming due; (2) failure to pay principal on the New
Senior Notes when due; (3) failure to comply with certain agreements, covenants
or obligations contained in the Indenture for a period of 60 days; (4) failure
to comply with any other agreement or covenant in the Indenture and continuance
of this failure for 60 days after notice of the failure has been given to the
Company by the Trustee or by the holders of at least 25% of the aggregate
principal amount of the New Senior Notes then outstanding; (5) certain defaults
under other mortgages, indentures, instruments or agreements involving
indebtedness in an aggregate amount of $40 million or more; (6) certain
judgments or orders that exceed $40 million in the aggregate that have not been
satisfied, stayed, annulled or rescinded within 60 days of being entered; (7)
certain bankruptcy events; and (8) any guarantee of the New Senior Notes of any
Significant Subsidiary (as defined in the Indenture) ceases to be in full force
and effect or is declared null and void and unenforceable or found to be invalid
or any

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Guarantor denies its liability under its guarantee of the New Senior Notes, in
each case, other than in accordance with the terms of the Indenture and such
guarantee.

Registration Rights Agreement

In connection with the completion of the offering of the New Senior Notes, the . . .




ITEM 1.02  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

The information set forth under Item 8.01 below is incorporated into this Item 1.02 by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information regarding the New Senior Notes set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

ITEM 8.01 OTHER EVENTS



In connection with the offering of the New Senior Notes, on August 9, 2021, the
Company caused the trustee of the 2025 Senior Notes to deliver a conditional
notice of redemption (the "Redemption Notice") to the holders of its 2025 Senior
Notes. The Redemption Notice provides for the Company's redemption on August 24,
2021 (the "Redemption Date") of all the outstanding 2025 Senior Notes in
accordance with the terms of the indenture governing the 2025 Senior Notes at a
redemption price of $1,028.13 per $1,000 principal amount of 2025 Senior Notes,
plus accrued and unpaid interest on such principal amount of 2025 Senior Notes
to, but not including, the Redemption Date (the "Redemption Price"), subject to
the consummation of the offering of the New Senior Notes. On August 23, 2021, in
connection with the consummation of the offering of the New Senior Notes, the
Company deposited the Redemption Price with the trustee of the 2025 Senior Notes
and

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satisfied and discharged all of its obligations in respect of the 2025 Senior
Notes in accordance with the terms of the indenture governing the 2025 Senior
Notes.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
(d)  Exhibits.
Exhibit No.               Description of Exhibit

        4.1                 Indenture, dated as of     August 23    , 202

1 , by and among M/I Homes,


                          Inc., the guarantors named therein and U.S. Bank

National Association, as


                          trustee  .

        4.2                 Form of     3    .    950    % Senior Notes due 20    30     (included in
                          Exhibit 4.1)  .

        4.3                 Registration Rights Agreement, dated as of     August 23    , 202    1    , by
                          and among M/I Homes, Inc., the guarantors named

therein and the initial purchasers


                          named therein  .

        104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).*

*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

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