0001104659-20-069437.txt : 20200603 0001104659-20-069437.hdr.sgml : 20200603 20200603161619 ACCESSION NUMBER: 0001104659-20-069437 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200603 DATE AS OF CHANGE: 20200603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRI Pointe Group, Inc. CENTRAL INDEX KEY: 0001561680 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 611763235 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-238897 FILM NUMBER: 20940189 BUSINESS ADDRESS: STREET 1: 19540 JAMBOREE ROAD, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: (949) 438-1400 MAIL ADDRESS: STREET 1: 19540 JAMBOREE ROAD, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: TRI Pointe Homes, Inc. DATE OF NAME CHANGE: 20130130 FORMER COMPANY: FORMER CONFORMED NAME: TRI Pointe Homes, LLC DATE OF NAME CHANGE: 20121218 FORMER COMPANY: FORMER CONFORMED NAME: TRI Pointe Homes, Inc. DATE OF NAME CHANGE: 20121106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRI Pointe Group, Inc. CENTRAL INDEX KEY: 0001561680 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 611763235 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 19540 JAMBOREE ROAD, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: (949) 438-1400 MAIL ADDRESS: STREET 1: 19540 JAMBOREE ROAD, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: TRI Pointe Homes, Inc. DATE OF NAME CHANGE: 20130130 FORMER COMPANY: FORMER CONFORMED NAME: TRI Pointe Homes, LLC DATE OF NAME CHANGE: 20121218 FORMER COMPANY: FORMER CONFORMED NAME: TRI Pointe Homes, Inc. DATE OF NAME CHANGE: 20121106 FWP 1 a20-18292_4fwp.htm FWP

 

Filed pursuant to Rule 433

Issuer Free Writing Prospectus, dated June 3, 2020

Supplementing the Preliminary Prospectus Supplement, dated June 3, 2020

Registration No. 333-238897

 

TRI Pointe Group, Inc.

 

$350,000,000 5.700% Senior Notes due 2028

 

Pricing Supplement

 

The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement.

 

The aggregate principal amount of notes to be issued in the offering increased from $300,000,000 to $350,000,000. The increased amount of $50,000,000 will be funded to the balance sheet and be used for general corporate purposes, including the repayment of our outstanding indebtedness. The information in the Preliminary Prospectus Supplement (including, but not limited to, the financial information in the capitalization table and use of proceeds) is deemed to have changed to the extent affected by the increase in the size of the offering of the notes.

 

Issuer

 

TRI Pointe Group, Inc.

 

 

 

Title of Securities

 

5.700% Senior Notes due 2028

 

 

 

Aggregate Principal Amount

 

$350,000,000, which represents an increase of $50,000,000 from the offering size in the Preliminary Prospectus Supplement

 

 

 

Maturity Date

 

June 15, 2028

 

 

 

Coupon

 

5.700%

 

 

 

Public Offering Price

 

100.00% plus accrued interest, if any, from June 10, 2020

 

 

 

Yield to Maturity

 

5.700%

 

 

 

Spread to Benchmark Treasury

 

+494 basis points

 

 

 

Benchmark Treasury

 

0.625% due May 15, 2030

 

 

 

Interest Payment Dates

 

June 15 and December 15 of each year, beginning on December 15, 2020

 

 

 

Record Dates

 

June 1 and December 1 of each year

 

 

 

Optional Redemption

 

Make-whole call at T+50 bps. Par call on or after December 15, 2027 (six months prior to the maturity date of the notes).

 

 

 

Underwriting Discount

 

1.00%

 

 

 

Trade Date

 

June 3, 2020

 

 

Settlement Date

 

June 10, 2020 (T+5)

We expect that delivery of the notes will be made against payment therefor on or about June 10, 2020, which is the fifth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Securities and Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their notes on any date prior to the second business day before delivery will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on any date prior to the second business day before delivery should consult their own advisors.

 

 

 

Expected Ratings

 

Ba3/BB-

 

 

 

CUSIP/ISIN Numbers

 

CUSIP: 87265H AG4

ISIN: US87265HAG48

 

 

 

 

Joint Book-Running Managers

 

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Credit Suisse Securities (USA) LLC
U.S. Bancorp Investments, Inc.

 

 

 

Co-Managers

 

Fifth Third Securities, Inc.
SunTrust Robinson Humphrey, Inc.
BMO Capital Markets Corp.
Regions Securities LLC
Zelman Partners LLC

 

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

The issuer has filed a registration statement (including a prospectus and a related prospectus supplement) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents TRI Pointe Group, Inc. has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, copies of the prospectus supplement and accompanying prospectus may be obtained by calling Citigroup Global Markets Inc. at 1-866) 803-9204 or at the following address: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717.

 

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.