UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

 

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 19, 2015  

 

 

 

TRI Pointe Homes, Inc.

(Exact name of registrant as specified in its charter)  

  

 

 

 

 

 

Delaware

 

1-35796

 

27-3201111

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

19540 Jamboree Road, Suite 300, Irvine, California

 

92612

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (949) 438-1400

Not Applicable

(Former name or former address, if changed since last report.)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


Item 7.01.Regulation FD Disclosure.

 

On May 19, 2015, TRI Pointe Homes, Inc. (“TRI Pointe”) issued a press release announcing the commencement of its offers to exchange (i) $450,000,000 aggregate principal amount of newly issued 4.375% Senior Notes due 2019 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the related guarantees, for a like principal amount of outstanding restricted 4.375% Senior Notes due 2019, and the related guarantees, and (ii) $450,000,000 aggregate principal amount of newly issued 5.875% Senior Notes due 2024 that have been registered under the Securities Act, and the related guarantees, for a like principal amount of outstanding restricted 5.875% Senior Notes due 2024, and the related guarantees. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.

The press release is being furnished pursuant to Item 7.01, Regulation FD Disclosure. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.

 

Item 9.01.Financial Statements and Exhibits

 

(d)List of Exhibits

 

Exhibit No.

Description

99.1

Press Release of TRI Pointe Homes, Inc. dated May 19, 2015.



SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

TRI Pointe Homes, Inc.

 

 

 

 

 

 

Date: May 19, 2015

By: /s/ Bradley W. Blank

 

Name: Bradley W. Blank

 

Title: Vice President, General Counsel and Secretary

 



EXHIBIT INDEX

 

 

Exhibit No.

Description

99.1

Press Release of TRI Pointe Homes, Inc. dated May 19, 2015.