FWP

Filed pursuant to Rule 433

Issuer Free Writing Prospectus, dated May 23, 2016

Supplementing the Preliminary Prospectus Supplement, dated May 23, 2016

Registration No. 333-211523

TRI Pointe Group, Inc.

$300,000,000 4.875% Senior Notes due 2021

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 Preliminary Prospectus Supplement, including the “Use of Proceeds” and “Capitalization” sections, is hereby supplemented to reflect that the Issuer shall receive gross proceeds of $298,311,000 from this offering. As a result, the Issuer’s cash and cash equivalents will be accordingly reduced.

 

Issuer    TRI Pointe Group, Inc.
Title of Securities    4.875% Senior Notes due 2021
Aggregate Principal Amount    $300,000,000
Maturity Date    July 1, 2021
Coupon    4.875%
Public Offering Price    99.437% plus accrued interest, if any, from May 26, 2016
Yield to Maturity    5.000%
Spread to Benchmark Treasury    +363 basis points
Benchmark Treasury    1.375% due April 30, 2021
Benchmark Treasury Price and Yield    100.000; 1.375%
Interest Payment Dates    July 1 and January 1 of each year, beginning on January 1, 2017
Record Dates    June 15 and December 15 of each year
Optional Redemption    Make-whole call at T+50 bps. Par call on or after June 1, 2021 (one month prior to the maturity date of the notes)
Underwriting Discount    1.0833%
Trade Date    May 23, 2016
Settlement Date    May 26, 2016, (T+3)
Expected Ratings    B1/BB-
CUSIP/ISIN Numbers    CUSIP: 87265H AE9    ISIN: US87265HAE99
Joint Book-Running Managers   

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.


Co-Managers   

U.S. Bancorp Investments, Inc.

Fifth Third Securities, Inc.

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 1-800-831-9146 or at the following address: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717.

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