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.
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.