UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): January 7, 2020
| M/I HOMES, INC. | ||||
| (Exact name of registrant as specified in its charter) | ||||
| Ohio | 1-12434 | 31-1210837 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
3 Easton Oval, Suite 500 Columbus, OH 43219
(Address of principal executive offices) (Zip Code)
(614) 418-8000
(Telephone Number)
| N/A |
| (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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, par value $.01 | MHO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01 OTHER EVENTS
On January 7, 2020, M/I Homes, Inc. (the “Company”) issued a press release announcing the pricing of its offering of $400 million aggregate principal amount of 4.950% senior notes due 2028 (the “New Senior Notes”) at 100% of par. This represents a $50 million increase in the original offering amount of the New Senior Notes. The New Senior Notes will mature on February 1, 2028. The New Senior Notes will be offered only to persons reasonably believed to be qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain other investors in compliance with Regulation S under the Securities Act. A copy of this press release is attached hereto as Exhibit 99.1.
The Company intends to use a portion of the net proceeds from the offering of New Senior Notes to redeem all $300 million aggregate principal amount of its outstanding 6.75% senior notes due 2021. The Company intends to use the balance of the net proceeds to repay borrowings under its $500 million unsecured revolving credit facility and, to the extent there are any net proceeds remaining thereafter, for general corporate purposes. The sale of the New Senior Notes is subject to customary closing conditions and is expected to close on January 22, 2020.
This report is neither an offer to sell nor the solicitation of an offer to buy any of the New Senior Notes.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).* | |
*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 7, 2020
M/I Homes, Inc.
| By: | /s/ Ann Marie W. Hunker |
| Ann Marie W. Hunker | |
| Vice President, Controller and Chief Accounting Officer | |