TRI Pointe Group, Inc. (NYSE:TPH) Files An 8-K Other Events


TRI Pointe Group, Inc. (NYSE:TPH) Files An 8-K Other Events


Other Events

Underwriting Agreement

On March17, 2017,TRI Pointe Group, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Citigroup Global Markets Inc. (the Underwriter) and VIII/TPC
Holdings, L.L.C., a fund affiliated with Starwood Capital Group,
(the Selling Shareholder), relating to the offering and sale by
the Selling Shareholder of 11,985,905 shares of common stock,
$0.01 par value per share, of the Company (the Shares), to the
Underwriter, subject to and upon the terms and conditions set
forth therein (the Offering). The Shares are being sold by the
Selling Shareholder to the Underwriter at a price of $12.76 per
share. The Company will not receive any proceeds from the

The material terms of the Offering are described in the
prospectus supplement, filed on March21, 2017 (the Prospectus) by
the Company with the Securities and Exchange Commission to Rule
424(b) of the Securities Act. The Offering is made to a
Registration Statement on FormS-3, as amended (File
No.333-211523). The Offering is expected to close on March22,

The Underwriting Agreement contains customary representations,
warranties and covenants of the Company and the Selling
Shareholder, conditions to closing, indemnification obligations
of the Company, the Selling Shareholder and the Underwriter, and
termination and other customary provisions. The foregoing
description and the description contained in the Prospectus are
incomplete and are qualified in their entirety by reference to
the full text of the Underwriting Agreement, which is filed as
Exhibit1.1 to this Current Report on Form 8-K, and incorporated
herein by reference.The opinion of Gibson, Dunn Crutcher LLP
regarding the legality of the Shares is included as Exhibit 5.1
to this Current Report on Form 8-K.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits.

The following exhibits are filed as part of this Report.




1.1 Underwriting Agreement, dated as of March17, 2017, among TRI
Pointe Group, Inc., VIII/TPC Holdings, L.L.C. and Citigroup
Global Markets Inc.
5.1 Opinion of Gibson, Dunn and Crutcher LLP

About TRI Pointe Group, Inc. (NYSE:TPH)

TRI Pointe Group, Inc. is a homebuilder company. The Company’s operations are organized in two principal businesses, including homebuilding and financial services. The Company’s homebuilding operation consists of six segments: Maracay Homes, including operations in Arizona; Pardee Homes, consisting of operations in California and Nevada; Quadrant Homes, consisting of operations in Washington; Trendmaker Homes, consisting of operations in Texas; TRI Pointe Homes, consisting of operations in California and Colorado, and Winchester Homes, consisting of operations in Maryland and Virginia. Its financial services operation includes mortgage financing operations and title services operations. The Company’s mortgage financing operation (TRI Pointe Connect) provides mortgage financing to its homebuyers in all of its operated markets. Its title services operation (TRI Pointe Assurance) provides title examinations for its homebuyers in its Trendmaker Homes and Winchester Homes brands.

TRI Pointe Group, Inc. (NYSE:TPH) Recent Trading Information

TRI Pointe Group, Inc. (NYSE:TPH) closed its last trading session down -0.35 at 12.51 with 5,136,200 shares trading hands.