As filed with the Securities and Exchange Commission on June 3, 2020
Registration No. 333-  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________________________________________________________

TRI Pointe Group, Inc.*
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________________

			
Delaware	 	61-1763235	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification Number)	
19540 Jamboree Road, Suite 300
Irvine, California 92612
(949) 438-1400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 _______________________________________________________________________________________
David C. Lee
Vice President, General Counsel and Secretary
TRI Pointe Group, Inc.
19540 Jamboree Road, Suite 300
Irvine, California 92612
(949) 438-1400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 _______________________________________________________________________________________
With a copy to:
Michael E. Flynn, Esq.
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, California 92612
(949) 451-3800
_______________________________________________________________________________________
Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ý
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	
							
Large accelerated filer	 	ý	 	Accelerated filer	 	¨	
Non-accelerated filer	 	¨	 	Smaller reporting company	 	¨	
 	 	 	 	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 7(a)(2)(B) of Securities Act. ¨
_______________________________________________________________________________________

CALCULATION OF REGISTRATION FEE

									
 	 	 	 	 	 	 	 	 	
Title of Each Class of
Securities to be Registered	 	Amount
to be
Registered(1)	 	Proposed
Maximum
Offering Price
Per Unit(1)	 	Proposed
Maximum
Aggregate
Offering Price(1)	 	Amount of
Registration Fee(1)	
Debt Securities	 	 	 	 	 	 	 	 	
Common Stock, par value $0.01 per share	 	 	 	 	 	 	 	 	
Preferred Stock, par value $0.01 per share	 	 	 	 	 	 	 	 	
Warrants	 	 	 	 	 	 	 	 	
Depositary Shares	 	 	 	 	 	 	 	 	
Purchase Contracts	 	 	 	 	 	 	 	 	
Guarantees(2)	 	 	 	 	 	 	 	 	
Units(3)	 	 	 	 	 	 	 	 	

	
		
(1)	An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may, from time to time, be at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on the exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.	

		
(2)	Guarantees of TRI Pointe Group, Inc.’s debt securities by its subsidiaries are listed below in the Table of Additional Registrants. Pursuant to Rule 457(n) of the Securities Act of 1933, as amended, no registration fee is required for the guarantees.	

		
(3)	Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.	

		
*	Information regarding additional registrants is contained in the Table of Additional Registrants on the following page.	

TABLE OF ADDITIONAL REGISTRANTS

The following direct and indirect subsidiaries of the registrant may guarantee certain of the debt securities and are co-registrants under this registration statement:

	
									
Exact Name of Registrant as Specified in its Charter(1)	 	State or Other 
 Jurisdiction of 
 Incorporation or 
 Organization	 	Primary Standard 
 Industrial 
 Classification Code 
 Number	 	 	I.R.S. Employer 
 Identification No.	
TRI Pointe Homes, Inc.	 	Delaware	 	 	1531	 	 	27-3201111	
TRI Pointe Holdings, Inc.	 	Washington	 	 	1531	 	 	91-0861867	
Maracay 91, L.L.C.	 	Arizona	 	 	1531	 	 	None	
Maracay Homes, L.L.C.	 	Arizona	 	 	1531	 	 	86-0778798	
Pardee Homes	 	California	 	 	1531	 	 	95-2509383	
Pardee Homes of Nevada	 	Nevada	 	 	1531	 	 	88-0104733	
The Quadrant Corporation	 	Washington	 	 	1531	 	 	91-0719887	
Trendmaker Homes, Inc.	 	Texas	 	 	1531	 	 	74-1714894	
Trendmaker Homes Holdings, L.L.C.	 	Texas	 	 	1531	 	 	27-1198780	
Trendmaker Homes DFW, L.L.C.	 	Texas	 	 	1531	 	 	27-3863913	
Winchester Homes Inc.	 	Delaware	 	 	1531	 	 	91-1062978	
 _______________________________________________________________________________________

		
(1)	The address and telephone number of each of the additional registrants is: 19540 Jamboree Road, Suite 300, Irvine, CA 92612; telephone (949) 438-1400.	

PROSPECTUS

TRI POINTE GROUP, INC.
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
DEPOSITARY SHARES
PURCHASE CONTRACTS
GUARANTEES
UNITS
 _______________________________________________________________________________________
This prospectus relates to the potential offer and sale of our debt securities, common stock, preferred stock, warrants, depositary shares, purchase contracts, guarantees or units from time-to-time. Before selling any securities hereunder, we will file with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to this prospectus, which will contain specific information about the proposed offering and the specific terms of the securities offered.
This prospectus may not be used to sell our securities unless it is accompanied by an applicable prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully before you invest. If indicated in the relevant prospectus supplement, any debt securities may be fully and unconditionally guaranteed by certain of our wholly owned subsidiaries named in this prospectus.
We will sell these securities directly to investors, or through agents, dealers, or underwriters as designated from time to time, or through a combination of these methods, on a continuous or delayed basis. See “Plan of Distribution.”
Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “TPH.”
 _______________________________________________________________________________________
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus, in the applicable prospectus supplement and in the documents filed with the SEC and incorporated by reference herein and therein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
_______________________________________________________________________________________
June 3, 2020

TABLE OF CONTENTS

	
		
ABOUT THIS PROSPECTUS	1	
SUMMARY	2	
RISK FACTORS	3	
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	4	
USE OF PROCEEDS	6	
DESCRIPTION OF DEBT SECURITIES	7	
DESCRIPTION OF CAPITAL STOCK	12	
DESCRIPTION OF OTHER SECURITIES	16	
PLAN OF DISTRIBUTION	17	
WHERE YOU CAN FIND MORE INFORMATION	19	
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	19	
LEGAL MATTERS	21	
EXPERTS	21	
We have not authorized anyone else to provide you with information other than the information contained in this prospectus, in any accompanying prospectus supplement or the information incorporated by reference herein or therein or to make additional representations. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you or representations that others may make. If you are in a jurisdiction in which offers to sell, or solicitations of offers to purchase, the securities offered by this prospectus are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. Neither the delivery of this prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date on the front cover of this prospectus or that the information contained or incorporated by reference herein is correct as of any time subsequent to the date of such information.

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the SEC, using a “shelf” registration process. Under this shelf process, this prospectus may be used from time-to-time to offer or sell our debt securities, common stock, preferred stock, warrants, depositary shares, purchase contracts, guarantees and units consisting of any of the securities listed above.
As permitted by the rules of the SEC, this prospectus omits the plan of distribution for any offering of our securities. Before selling any security hereunder, we will file a prospectus supplement with the SEC, which we will deliver with this prospectus, and which will describe specific information about the proposed sale. In each prospectus supplement, we will include the following information:
		
•	the amount and type of security we propose to sell;	
		
•	the initial public offering price of the securities;	
		
•	the plan of distribution, including the names of any underwriters, agents or dealers through or to which the securities will be sold;	
		
•	any compensation to those underwriters, agents or dealers, including any discounts or commissions; and	
		
•	any other material information about such offering and sale of our securities, including information about any securities exchanges or automated quotations systems on which the securities will be listed or traded.	
In addition, the prospectus supplement may add, update or change the information contained in this prospectus.
Wherever references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules or regulations, we may instead include such information or add, update or change the information contained in this prospectus by means of a post-effective amendment to the registration statement of which this prospectus is a part, through filings we make with the SEC that are incorporated by reference into this prospectus or by any other method as may then be permitted under applicable law, rules or regulations.
Unless otherwise noted, or the context otherwise requires, “TRI Pointe” and the terms the “Company,” “we,” “us” and “our” refer collectively to TRI Pointe Group, Inc. and its consolidated subsidiaries. Prior to any purchase of our securities hereunder, you should read this prospectus and any accompanying prospectus supplement, together with the additional information incorporated by reference, as described in the section entitled “Incorporation of Certain Documents by Reference.”

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SUMMARY
The following summary highlights selected information about us and does not contain all the information that is important to you. We encourage you to read this prospectus and any accompanying prospectus supplement in their entirety, including the information set forth under “Risk Factors” and the documents incorporated by reference in this prospectus and any accompanying prospectus supplement. In addition, certain statements in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference in this prospectus and any accompanying prospectus supplement are forward-looking statements, which involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”
The Company
TRI Pointe was founded in April 2009, toward the end of an unprecedented downturn in the national homebuilding industry. Since then, we have grown from a Southern California fee homebuilder into a regionally focused national homebuilder with a portfolio of the following six quality homebuilding brands operating in 18 markets across ten states:
		
•	Maracay in Arizona;	
		
•	Pardee Homes in California and Nevada;	
		
•	Quadrant Homes in Washington;	
		
•	Trendmaker Homes in Texas;	
		
•	TRI Pointe Homes in California, Colorado and the Carolinas; and	
		
•	Winchester Homes in Maryland and Virginia.	
Corporate Information

Our principal executive offices are located at 19540 Jamboree Road, Suite 300, Irvine, California 92612, and our telephone number is (949) 438-1400. Our internet website is www.tripointegroup.com. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

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RISK FACTORS
An investment in our securities involves certain risks. Please see the risk factors under the heading “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, as revised or supplemented by our Quarterly Reports on Form 10-Q filed with the SEC since the filing of our most recent Annual Report on Form 10-K, all of which are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks, any risks set forth in any accompanying prospectus supplement and other information we include or incorporate by reference in this prospectus and any accompanying prospectus supplement. Our business, liquidity, financial condition or results of operations could be materially adversely affected by any of these risks. The market for or trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In addition, please read “Cautionary Note Regarding Forward-Looking Statements” in this prospectus where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus. Please note that additional risks not presently foreseen by us or that we currently deem immaterial may also impair our business and operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement contain and incorporate by reference certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, other statements we may make from time to time, such as press releases, oral statements made by Company officials and other reports we file with the SEC, may also contain such forward-looking statements. These forward-looking statements are based on our current intentions, beliefs, expectations and predictions for the future, and you should not place undue reliance on these statements. These statements use forward-looking terminology, are based on various assumptions made by us, and may not be accurate because of risks and uncertainties surrounding the assumptions that are made.
Factors listed in this section—as well as other factors not included—may cause actual results to differ significantly from the forward-looking statements included or incorporated by reference in this prospectus and any accompanying prospectus supplement. There is no guarantee that any of the events anticipated by the forward-looking statements included or incorporated by reference in this prospectus and any accompanying prospectus supplement will occur, or if any of the events occurs, there is no guarantee of what effect, if any, it will have on our operations, financial condition or share price.
We will not update the forward-looking statements contained in this prospectus, any applicable prospectus supplement, or the documents incorporated by reference herein and therein, unless otherwise required by law. We nonetheless reserve the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this prospectus and any accompanying prospectus supplement. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
Forward-Looking Statements
These forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “goal,” “intend,” “may,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or other words that convey the uncertainty of future events or outcomes.  These forward-looking statements may include, but are not limited to, statements regarding our strategy, projections and estimates concerning the timing and success of specific projects and our future production, land and lot sales, outcome of legal proceedings, operational and financial results, including our estimates for growth, financial condition, sales prices, prospects and capital spending.
 
Risks, Uncertainties and Assumptions
The major risks and uncertainties—and assumptions that are made—that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:
		
•	the effects of the ongoing novel coronavirus (“COVID-19”) pandemic, which are highly uncertain, cannot be predicted and will depend upon future developments, including the severity of COVID-19 and the duration of the outbreak, the duration of existing social distancing and shelter-in-place orders, further mitigation strategies taken by applicable government authorities, the availability of a vaccine, adequate testing and treatments and the prevalence of widespread immunity to COVID-19;	
		
•	the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages and strength of the U.S. dollar;	
		
•	market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;	
		
•	the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such parcels;	
		
•	access to adequate capital on acceptable terms;	

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•	geographic concentration of our operations, particularly within California;	
		
•	levels of competition;	
		
•	the successful execution of our internal performance plans, including any restructuring and cost reduction initiatives;	
		
•	raw material prices and labor prices and availability;	
		
•	oil and other energy prices;	
		
•	the effect of U.S. trade policies, including the imposition of tariffs and duties on homebuilding products and retaliatory measures taken by other countries;	
		
•	the effect of weather, including the re-occurrence of drought conditions in California;	
		
•	the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, and shortages and price increases in labor or materials associated with such natural disasters;	
		
•	the risk of loss from acts of war, terrorism or outbreaks of contagious diseases, such as COVID-19;	
		
•	transportation costs;	
		
•	federal and state tax policies;	
		
•	the effect of land use, environmental and other governmental laws and regulations;	
		
•	legal proceedings or disputes and the adequacy of reserves;	
		
•	risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects;	
		
•	changes in accounting principles;	
		
•	risks related to unauthorized access to our computer systems, theft of our homebuyers’ confidential information or other forms of cyber attack; and	
		
•	other factors described in “Risk Factors.”	

5

USE OF PROCEEDS
We intend to use the net proceeds we receive from the sale of securities by us as set forth in the applicable prospectus supplement.

6

DESCRIPTION OF DEBT SECURITIES
We may issue debt securities under an indenture to be entered into between us and a trustee chosen by us, qualified to act as such under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and appointed under an indenture. The indenture will be governed by the Trust Indenture Act.
The following is a summary of the indenture. It does not restate the indenture entirely. We urge you to read the indenture. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and we will file the indenture we enter into and any supplemental indentures or authorizing resolutions with respect to a particular series of debt securities as exhibits to current or other reports we file with the SEC. See the section entitled “Where You Can Find More Information” for information on how to obtain copies of the indentures and the supplemental indentures or authorizing resolutions. We will make available copies of the documents for the particular series to you upon request. References below to an “indenture” are references to the applicable indenture, as supplemented, under which a particular series of debt securities is issued.
 
Terms of the Debt Securities
Our debt securities will be general obligations of TRI Pointe Group, Inc. We may issue them in one or more series. Authorizing resolutions or a supplemental indenture will set forth the specific terms of each series of debt securities. We will provide a prospectus supplement for each series of debt securities that will describe:
		
•	the title of the debt securities and whether the debt securities are senior, senior subordinated, or subordinated debt securities;	
		
•	the aggregate principal amount of the debt securities and any limit upon the aggregate principal amount of the series of debt securities, and, if the series is to be issued at a discount from its face amount, the method of computing the accretion of such discount;	
		
•	the percentage of the principal amount at which debt securities will be issued and, if other than the full principal amount thereof, the percentage of the principal amount of the debt securities that is payable if maturity of the debt securities is accelerated because of a default;	
		
•	the date or dates on which principal of the debt securities will be payable and the amount of principal that will be payable;	
		
•	the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, if any, or the method of calculation of such rate or rates, as well as the dates from which interest will accrue, the dates on which interest will be payable and the record date for the interest payable on any payment date;	
		
•	any collateral securing the performance of our obligations under the debt securities;	
		
•	the currency or currencies (including any composite currency) in which principal, premium, if any, and interest, if any, will be payable, and if such payments may be made in a currency other than that in which the debt securities are denominated, the manner for determining such payments, including the time and manner of determining the exchange rate between the currency in which such securities are denominated and the currency in which such securities or any of them may be paid, and any additions to, modifications of or deletions from the terms of the debt securities to provide for or to facilitate the issuance of debt securities denominated or payable in a currency other than U.S. dollars;	
		
•	the place or places where principal, premium, if any, and interest, if any, on the debt securities will be payable and where debt securities that are in registered form can be presented for registration of transfer or exchange;	
		
•	the denominations in which the debt securities will be issuable, if different from minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof;	
		
•	any provisions regarding our right to redeem or purchase debt securities or the right of holders to require us to redeem or purchase debt securities;	

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•	the right, if any, of holders of the debt securities to convert or exchange them into our common stock or other securities of any kind of us or another obligor, including any provisions intended to prevent dilution of the conversion rights and, if so, the terms and conditions upon which such securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in relation thereto;	
		
•	any provisions requiring or permitting us to make payments to a sinking fund to be used to redeem debt securities or a purchase fund to be used to purchase debt securities;	
		
•	the terms, if any, upon which debt securities may be senior or subordinated to our other indebtedness;	
		
•	any additions to, modifications of or deletions from the terms of the debt securities with respect to events of default or covenants or other provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates;	
		
•	whether and upon what terms the debt securities of such series may be defeased or discharged, if different from the provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates;	
		
•	whether the debt securities will be issued in registered or bearer form and the terms of these forms;	
		
•	whether the debt securities will be issued in whole or in part in the form of a global security and, if applicable, the identity of the depositary for such global security;	
		
•	any provision for electronic issuance of the debt securities or issuance of the debt securities in uncertificated form; and	
		
•	any other material terms of the debt securities, which may be different from the terms set forth in this prospectus.	
The applicable prospectus supplement will also describe any material covenants to which a series of debt securities will be subject and the applicability of those covenants to any of our subsidiaries to be restricted thereby, which are referred to herein as “restricted subsidiaries.” The applicable prospectus supplement will also describe provisions for restricted subsidiaries to cease to be restricted by those covenants.
Events of Default and Remedies
Unless otherwise described in the applicable prospectus supplement, an event of default with respect to any series of debt securities will be defined in the indenture or applicable supplemental indenture or authorizing resolution as being:
		
•	our failure to pay interest on any debt security of such series when the same becomes due and payable and the continuance of any such failure for a period of 30 days;	
		
•	our failure to pay the principal or premium of any debt security of such series when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise;	
		
•	our failure or the failure of any restricted subsidiary to comply with any of its agreements or covenants in, or provisions of, the debt securities of such series or the indenture (as they relate thereto) and such failure continues for a period of 60 days after our receipt of notice of the default from the trustee or from the holders of at least 25 percent in the aggregate principal amount of the then outstanding debt securities of that series (except in the case of a default with respect to the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of the assets of us (or any other provision specified in the applicable supplemental indenture or authorizing resolution), which will constitute an event of default with notice, but without passage of time);	
		
•	default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness (other than non-recourse indebtedness, as defined in the	

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indenture) for money borrowed by us or any of our restricted subsidiaries (or the payment of which is guaranteed by us or any of our restricted subsidiaries), whether such indebtedness or guarantee now exists or is created after the date we issue debt securities, if that default:
		
○	is caused by a failure to pay at final stated maturity the principal amount of such indebtedness prior to the expiration of the grace period provided in such indebtedness on the date of such default (a “Payment Default”); or	
		
○	results in the acceleration of such indebtedness prior to its express maturity without such indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled for the period and after the notice had been provided, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50 million or more; or	
		
•	certain events of bankruptcy, insolvency or reorganization occur with respect to us or any restricted subsidiary that is a significant subsidiary (as defined in the indenture).	
 
The indenture will provide that the trustee may withhold notice to the holders of any series of debt securities of any default, except a default in payment of principal or interest, if any, with respect to such series of debt securities, if the trustee considers it in the interest of the holders of such series of debt securities to do so.
The indenture will provide that if any event of default has occurred and is continuing with respect to any series of debt securities, the trustee or the holders of not less than 25% in the aggregate principal amount of such series of debt securities then outstanding (with a copy to the trustee if given by the holders) may declare the principal of all the debt securities of such series to be due and payable immediately. However, the holders of a majority in principal amount of the debt securities of such series then outstanding by notice to the trustee may waive any existing default and its consequences with respect to such series of debt securities, other than any event of default in payment of principal or interest. Holders of a majority in principal amount of the then outstanding debt securities of any series may rescind an acceleration with respect to such series and its consequences, except an acceleration due to nonpayment of principal or interest on such series, if the rescission would not conflict with any judgment or decree and if all existing events of default with respect to such series have been cured or waived.
The holders of a majority of the outstanding principal amount of the debt securities of any series will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the trustee with respect to such series, subject to limitations specified in the indenture.
Defeasance
The indenture will permit us to terminate all our respective obligations under the indenture as they relate to any particular series of debt securities, other than the obligation to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:
		
•	depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay the principal of and interest, if any, on the debt securities of such series to their maturity or redemption; and	
		
•	complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.	
The indenture will also permit us to terminate all of our respective obligations under the indenture as they relate to any particular series of debt securities, including the obligations to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:

9

		
•	depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay the principal and interest, if any, on the debt securities of such series to their maturity or redemption; and	
		
•	complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.	
In addition, the indenture will permit us to terminate substantially all our respective obligations under the indenture as they relate to a particular series of debt securities by depositing with the trustee money or government obligations sufficient to pay all principal and interest on such series at its maturity or redemption date if the debt securities of such series will become due and payable at maturity within one year or are to be called for redemption within one year of the deposit.
 
Transfer and Exchange
A holder will be able to transfer or exchange debt securities only in accordance with the indenture. The registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.
Amendment, Supplement and Waiver
Without notice to or the consent of any holder, we and the trustee may amend or supplement the indenture or the debt securities of a series to:
		
•	cure any ambiguity, omission, defect or inconsistency;	
		
•	comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of our assets;	
		
•	provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued or to make a change to specific provisions of the indenture that only applies to any series of debt securities not previously issued or to additional debt securities of a series not previously issued;	
		
•	create a series and establish its terms;	
		
•	provide for uncertificated debt securities in addition to or in place of certificated debt securities;	
		
•	add a guarantor subsidiary in respect of any series of debt securities;	
		
•	secure any series of debt securities;	
		
•	comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;	
		
•	make any change that does not adversely affect the rights of any holder; or	
		
•	conform the provisions of the indenture to the final offering document in respect of any series of debt securities.	
With the exceptions discussed below, we and the trustee may amend or supplement the indenture or the debt securities of a particular series with the written consent of the holders of at least a majority in principal amount of the debt securities of such series then outstanding. In addition, the holders of a majority in principal amount of the debt securities of such series then outstanding may waive any existing default under, or compliance with, any provision of the debt securities of a particular series or of the indenture relating to a particular series of debt

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securities, other than any event of default in payment of interest or principal. These consents and waivers may be obtained in connection with a purchase of, or tender offer or exchange offer for, debt securities.
Without the consent of each holder affected, we and the trustee may not:
		
•	reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver;	
		
•	reduce the rate of or extend the time for payment of interest, including defaulted interest;	
		
•	reduce the principal of or extend the fixed maturity of any debt security or alter the provisions with respect to redemptions or mandatory offers to repurchase debt securities;	
		
•	make any change that adversely affects any right of a holder to convert or exchange any debt security into or for shares of our common stock or other securities, cash or other property in accordance with the terms of such security;	
		
•	modify the ranking or priority of the debt securities;	
		
•	make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive payment of principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture or the debt securities of a particular series with the written consent of the holders of such series;	
		
•	waive a continuing default or event of default in the payment of principal of or interest on the debt securities; or	
		
•	make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any holder of a debt security to bring suit as permitted by the indenture.	

The right of any holder to participate in any consent required or sought pursuant to any provision of the indenture, and our obligation to obtain any such consent otherwise required from such holder, may be subject to the requirement that such holder shall have been the holder of record of debt securities with respect to which such consent is required or sought as of a record date fixed by us in accordance with the indenture.
Concerning the Trustee
The indenture will contain limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in specified cases or to realize on property received in respect of any such claim as security or otherwise. The indenture will permit the trustee to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict or resign.
The indenture will provide that in case an event of default occurs and is not cured, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of such person’s own affairs. The trustee shall be under no obligation to exercise any of the rights or powers vested in it by the indenture at the request or direction of any of the holders pursuant to the indenture, unless such holders shall have offered to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
No Recourse Against Others
The indenture will provide that a director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the debt securities or the indenture or for any claim based on, in respect of or by reason of, such obligations or their creation.
Governing Law
The laws of the State of New York will govern the indenture and the debt securities.

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DESCRIPTION OF CAPITAL STOCK
The rights of our stockholders are governed by Delaware law and our certificate of incorporation and bylaws. For information on how to obtain a copy of our certificate of incorporation and bylaws, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of our certificate of incorporation and bylaws and applicable provisions of Delaware law.
Common Stock
Our certificate of incorporation authorizes the issuance of up to 500,000,000 shares of common stock, par value $0.01 per share. As of March 31, 2020, there were 130,236,981 shares of common stock issued and outstanding.
 
Shares of our common stock have the following rights, preferences and privileges:

•	Voting Rights. Each outstanding share of common stock entitles its holder to one vote on all matters submitted to a vote of stockholders, including the election of directors. There are no cumulative voting rights. Generally, all matters to be voted on by stockholders must be approved by the vote of the holders of stock having a majority of the votes that could be cast by the holders of all stock entitled to vote on such matters that are present in person or by proxy at the meeting, except that (i) in an “uncontested election”, our directors are elected by a majority of the votes cast in the election of directors and (ii) in all director elections other than “uncontested elections”, our directors are elected by a plurality of the votes cast in the election of directors. “Uncontested elections” are defined as any meeting of stockholders at which directors are to be elected and the number of nominees does not exceed the number of directors to be elected. We do not have a classified board of directors.	
		
•	Dividends. Subject to the rights of the holders of any preferred stock that may be outstanding from time to time, the holders of common stock are entitled to receive dividends as, when and if dividends are declared by our board of directors out of assets legally available for the payment of dividends. We currently intend to retain our future earnings, if any, to finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as our board of directors deems relevant.	
		
•	Liquidation. In the event of a liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, after payment of liabilities and obligations to creditors and any holders of preferred stock, our remaining assets will be distributed ratably among our stockholders on a per share basis.	
		
•	Rights and Preferences. Our common stock has no preemptive, redemption, conversion or subscription rights. The rights, powers, preferences and privileges of our stockholders are subject to, and may be materially and adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.	
		
•	Merger. In the event that we merge or consolidate with or into another entity, holders of each share of our common stock will be entitled to receive the same per share consideration.	
The Company adopted and maintains the 2013 Long-Term Incentive Plan (the “LTIP”), which, as amended and/or restated to date, provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, common stock, restricted stock, restricted stock units and performance awards to eligible participants, which includes our officers, directors, employees and consultants, and persons expected to become officers, directors, employees or consultants of the Company. As of March 31, 2020, the Company had outstanding awards to acquire approximately 4,158,194 shares of its common stock under the LTIP,

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and had reserved approximately 5,318,795 additional shares of its common stock for future issuances under the LTIP.
Preferred Stock
Our charter provides that our board of directors has the authority, without action by our stockholders, to designate and issue up to 50,000,000 shares of preferred stock in one or more classes or series and to fix for each class or series the powers, rights, preferences and privileges of each series of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class or series, which may be greater than the rights of the holders of our common stock. There are currently no shares of preferred stock outstanding. Any issuance of shares of preferred stock could adversely affect the voting power of holders of our common stock, and the likelihood that the holders will receive dividend payments and payments upon liquidation could have the effect of delaying, deferring or preventing a change in control. We have no present plans to issue any shares of preferred stock.
 
Certain Anti-Takeover Effects of Provisions of Our Charter and Bylaws
Our charter and bylaws and Delaware law contain provisions that may delay or prevent a transaction or a change in control of the Company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders, which could materially and adversely affect the market price of our common stock. Certain of these provisions are described below.
Selected Provisions of Our Charter and Bylaws
Our charter and bylaws contain anti-takeover provisions that:
		
•	authorize our board of directors, without further action by our stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series and establish the rights and other terms of that series;	

•	require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent;	

•	specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors or our chief executive officer;	

•	establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a meeting of our stockholders;	

•	provide that our bylaws may be amended by our board of directors without stockholder approval;	

•	allow the directors to establish the size of our board of directors by action of the board, subject to a minimum of three members;	

•	provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of directors may be filled only by a majority of directors then in office, even though less than a quorum;	

•	do not give our stockholders cumulative voting rights with respect to the election of directors; and	

•	prohibit us from engaging in certain business combinations with any “interested stockholder” unless specified conditions are satisfied, as described in “—Selected Provisions of Delaware Law.” 	
Selected Provisions of Delaware Law
The Company has opted out of Section 203 of the Delaware General Corporation Law (the “DGCL”), which regulates corporate takeovers. However, our charter contains provisions that are similar to Section 203 of the DGCL. Specifically, our charter provides that the Company may not engage in certain “business combinations” with any

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“interested stockholder” for a three-year period following the time that the person became an interested stockholder, unless:
		
•	prior to the time that person became an interested stockholder, our board of directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder;	
		
•	upon the consummation of the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the Company outstanding at the time the transaction commenced, excluding certain shares; or	

•	at or subsequent to the time the person became an interested stockholder, the business combination is approved by our board of directors and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.	
 
Generally, a business combination includes a merger, consolidation, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an interested stockholder is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the voting stock of the Company. This provision could prohibit or delay mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire the Company.
Limitations on Liability, Indemnification of Officers and Directors and Insurance
The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our charter and bylaws include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be.
Our charter and bylaws also provide that the Company must indemnify and advance reasonable expenses to its directors and officers, subject to the Company’s receipt of an undertaking from the indemnified party. The Company is also expressly authorized to carry directors’ and officers’ insurance to protect the Company, its directors, officers and certain employees for some liabilities. The limitation of liability and indemnification provisions in our charter and bylaws may discourage stockholders from bringing a lawsuit against the Company’s directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against the Company’s directors and officers, even though such an action, if successful, might otherwise benefit the Company and its stockholders. However, these provisions do not limit or eliminate the Company’s rights, or those of any stockholder, to seek nonmonetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. Further, the aforementioned provisions do not alter the liability of directors under the federal securities laws.
 
The Company maintains standard policies of insurance that provide coverage (i) to directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Company with respect to indemnification payments that the Company may make to such directors and officers.
The Company has entered into an indemnification agreement with certain of its officers and each of its directors. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
There is currently no pending material litigation or proceeding against any of the Company’s directors, officers or employees for which indemnification is sought.

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Authorized but Unissued Shares
The Company’s authorized but unissued shares of common stock will be available for future issuance without the approval by our stockholders, subject to applicable law and NYSE rules. We may use additional shares for a variety of purposes, including future offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.
Registration Rights Agreement
The Company is party to a registration rights agreement with the former members of TRI Pointe Homes, LLC (“TPH LLC”), the entity that was reorganized from a Delaware limited liability company into a Delaware corporation and renamed TRI Pointe Homes, Inc. in connection with its initial public offering, including certain members of the Company’s management team and a third-party investor, with respect to the shares of the Company’s common stock that they received as part of the TRI Pointe Homes, Inc. formation transactions. The shares are referred to collectively as the “registrable shares.” On November 13, 2014, we filed with the SEC a shelf registration statement covering the registrable shares. Pursuant to the registration rights agreement, the former members of TPH LLC and their direct and indirect transferees also have demand registration rights to have the registrable shares registered for resale, and, in certain circumstances, the right to make “piggy-back” sales of the registrable shares under registration statements the Company might file in connection with future public offerings.
Notwithstanding the foregoing, the registration rights are subject to cutback provisions, and the Company is permitted to suspend the use, from time to time, of the prospectus that is part of the shelf registration statement (and therefore suspend sales under the shelf registration statement) for certain periods, referred to as “blackout periods.”
Listing
Our common stock trades on the NYSE under the trading symbol “TPH.”
 
Transfer Agent
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

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DESCRIPTION OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement a description of any warrants, depositary shares, purchase contracts, guarantees or units that may be offered pursuant to this prospectus.

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PLAN OF DISTRIBUTION
The securities being offered by this prospectus may be sold by us:
		
•	through agents;	
		
•	to or through underwriters;	
		
•	through broker-dealers (acting as agent or principal);	
		
•	directly by us to purchasers, through a specific bidding or auction process or otherwise;	
		
•	through a combination of any such methods of sale; or	
		
•	through any other methods described in a prospectus supplement.	
The distribution of securities may be effected, from time to time, in one or more transactions, including block transactions and transactions on the NYSE or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. Dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts. If such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.
Agents may, from time to time, solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold, from time to time, in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for the sale is reached. The applicable prospectus supplement will set forth the managing underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price, if applicable. The prospectus and the applicable prospectus supplement will be used by the underwriters to resell the securities.
If a dealer is used in the sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of the transactions.
 
We may directly solicit offers to purchase the securities, and we may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction process, if used.
Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act, or to

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contribution by us to payments they may be required to make in respect of such liabilities. If required, the applicable prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with or perform services for us or our subsidiaries in the ordinary course of business.
Under the securities laws of some states, the securities offered by this prospectus may be sold in those states only through registered or licensed brokers or dealers.
Any person participating in the distribution of common stock registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of our common stock by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock. These restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock.
Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids, in accordance with Regulation M under the Exchange Act, that stabilize, maintain or otherwise affect the price of the offered securities. If any such activities will occur, they will be described in the applicable prospectus supplement.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings, including the complete registration statement of which this prospectus is a part, are available to the public on the SEC’s internet website at www.sec.gov, which contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC.
In addition, our common stock is listed on the NYSE and similar information concerning us can be inspected and copied at the offices of the NYSE, 11 Wall Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM OR IN ADDITION TO THE INFORMATION CONTAINED IN THIS PROSPECTUS, ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND INCORPORATED BY REFERENCE HEREIN AND THEREIN. WE TAKE NO RESPONSIBILITY AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU.
 
The rules of the SEC allow us to “incorporate by reference” information into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC (other than portions of these documents that are furnished under applicable SEC rules, rather than filed, and exhibits furnished in connection with such items):
		
•	our Annual Report on Form 10-K for the year ended December 31, 2019 (including the portions of our Definitive Proxy Statement on Schedule 14A, filed on March 13, 2020, incorporated by reference therein), filed with the SEC on February 19, 2020;	
		
•	our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on April 23, 2020;	
		
•	our Current Reports on Form 8-K or Form 8-K/A filed with the SEC on January 2, 2020, January 3, 2020, April 23, 2020 (other than Item 2.02), May 15, 2020 and June 2, 2020; and	
		
•	The description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on January 28, 2013.	
 
All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the sale of all securities registered hereunder or termination of the registration statement of which this prospectus is a part will be deemed to be incorporated by reference in this prospectus and to be part hereof from the date of filing of such reports and other documents. However, we are not incorporating by reference (i) any information furnished under applicable SEC rules, rather than filed, and exhibits furnished in connection with such items, including information furnished under Items 2.02 or 7.01 of Form 8-K or (ii) any Form SD, unless, in either case, otherwise specified in such current report, or in such form or in a particular prospectus supplement.
Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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You may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated by reference, at no cost, by requesting them in writing or by telephone from the Company at the following address and telephone number: 19540 Jamboree Road, Suite 300, Irvine, California 92612, Attention: Investor Relations, Telephone: (949) 478-8696. You may also obtain these documents from the SEC or through the SEC’s website, as described above.
Statements contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance investors are referred to the copy of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.

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LEGAL MATTERS
In connection with particular offerings of securities in the future, and if stated in the applicable prospectus supplements, certain legal matters with respect to the validity of those securities and the related guarantees will be passed upon for us by Gibson, Dunn & Crutcher LLP, certain legal matters with respect to the validity of those securities and the related guarantees under Washington law will be passed upon by Fikso Kretschmer Smith Dixon Ormseth PS, certain legal matters with respect to the validity of those securities and the related guarantees under Arizona law will be passed upon by Titus Brueckner & Levine PLC, certain legal matters with respect to the validity of those securities and the related guarantees under Nevada law will be passed upon by McDonald Carano LLP and certain legal matters with respect to the validity of those securities and the related guarantees under Texas law will be passed upon by Chapoton Sanders Scarborough, LLP. The validity of those securities and the related guarantees will be passed upon for any underwriters or agents by counsel named in the applicable prospectus supplement.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, and the effectiveness of our internal control over financial reporting as of December 31, 2019, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as an expert in accounting and auditing.  

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses payable by us in connection with the offering of our securities being registered hereby.

			
SEC Registration Fee	$	*	
Printing Expenses	 	**	
Legal Fees and Expenses (other than Blue Sky)	 	**	
Accounting Fees and Expenses	 	**	
Blue Sky Fees and Expenses	 	**	
Miscellaneous	 	**	
Total	$	**	

	
		
*	In accordance with Rules 456(b) and 475(r), the registrant is deferring payment of all of the registration fee for the securities offered by this registration statement.	

		
**	These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.	

Item 15. Indemnification of Directors and Officers
TRI Pointe
Under Section 145 of the DGCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another

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corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.
Section 102(b)(7) of the DGCL permits a corporation to provide in its charter that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit. Our charter provides for such limitation of liability.
Article X of our charter provides that we shall, to the fullest extent authorized by the DGCL, indemnify any person made, or threatened to be made, a party to, or is otherwise involved in, any action, suit or proceeding (whether civil, criminal or otherwise) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company. The Company may, by action of its board of directors, provide indemnification to employees and agents of the Company to such extent and to such effect as its board of directors shall determine to be appropriate and authorized by the DGCL.
Article VII of our bylaws provides that the Company shall, to the fullest extent permitted by law, indemnify any person made or threatened to be made a party or is otherwise involved in any action, suit or proceeding (whether civil, criminal or otherwise) by reason of the fact that he or she is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise. We are not required to indemnify any person in connection with an action, suit or proceeding initiated by such person, including a counterclaim or cross-claim, unless such action, suit or proceeding was authorized by our board of directors. We may, by action of our board of directors, provide indemnification to employees and agents of the Company to such extent and to such effect as our board of directors determine to be appropriate and authorized by Delaware law.
In addition to the provisions of our charter and bylaws described above, the Company has entered into an indemnification agreement with each of its officers and directors. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Subsidiary Guarantors
Arizona Limited Liability Companies
Maracay 91, L.L.C. and Maracay Homes, L.L.C. are Arizona limited liability companies. Section 29-610 of the Arizona Limited Liability Company Act, as amended (the “Arizona Limited Liability Company Act”), permits a domestic limited liability company to indemnify a member, manager, employee, officer or agent or any other person.
Section 29-651 of the Arizona Limited Liability Company Act provides that a member, manager, employee, officer or agent of a limited liability company is not liable, solely by reason of being a member, manager, employee, officer or agent, for the debts, obligations and liabilities of the limited liability company whether arising in contract or tort, under a judgment, decree or order of a court or otherwise.
 
Operating Agreement of Maracay 91, L.L.C.
The operating agreement of Maracay 91, L.L.C. provides that the limited liability company shall indemnify each member or manager who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of its actions as a member or manager or by reason of its acts while serving at the request of the limited liability company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, and against judgments, fines, and amounts paid in settlement actually

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and reasonably incurred by it in connection with such action, suit, or proceeding, provided that the acts of such manager or member were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such manager or member had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent shall not, in and of itself, create a presumption that the manager or member acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.
Operating Agreement of Maracay Homes, L.L.C.
The operating agreement of Maracay Homes, L.L.C. provides that, to the full extent permitted by applicable law, each member, manager, officer, and affiliate of the limited liability company and of each of the foregoing (each a “Covered Person”) shall be entitled to indemnification from the limited liability company for any loss, damage or claim, including without limitation reasonable attorneys’ fees and costs in investigation, settlement or defense of any such claim, incurred by such Covered Person (a) arising out of any claim in connection with the business of the limited liability company or (b) by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the limited liability company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the operating agreement, except that the Covered Person shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of its fraud, gross negligence or willful misconduct with respect to such acts or omissions; further provided, however, that any indemnity shall be provided out of and to the extent of the limited liability company’s assets only, and no member shall have personal liability on account thereof. All indemnification obligations of the limited liability company contained in or arising under the operating agreement continue (i) during the period the Covered Person continues to be within the definition of a Covered Person of the limited liability company and (ii) thereafter for so long as the Covered Person is subject to any proceeding by reason of having been a Covered Person of the limited liability company. Subject to any specific requirements of applicable law, the limited liability company shall pay in advance of the final disposition of any proceeding, expenses (including attorney’s fees) reasonably incurred or to be incurred by the Covered Person in investigating, setting or defending the proceeding with respect to which the Covered Person seeks indemnification, provided that such Covered Person must repay such expenses if indemnification is ultimately determined to be prohibited by the operating agreement or applicable law.
Delaware Corporations
TRI Pointe Homes, Inc. (“TRI Pointe Homes”) and Winchester Homes Inc. (“Winchester”) are Delaware corporations. The indemnification provisions of the DGCL described in “—TRI Pointe” above also apply to the directors and officers of TRI Pointe Homes and Winchester.
The certificate of incorporation of Winchester provides that Winchester shall, to the fullest extent permitted by DGCL Section 145, indemnify any and all persons whom it shall have the power to indemnify under DGCL Section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 145, and the indemnification provided for therein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in the indemnitee’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
The indemnification provisions contained in the charter and bylaws of TRI Pointe Homes are identical to the indemnification provisions described above with respect to the Company and apply to the directors and officers of TRI Pointe Homes.
California Corporation
Pardee Homes (“Pardee”) is a California corporation. Section 317 of the California General Corporation Law (the “CGCL”) provides that a corporation may indemnify directors and officers who are parties or are threatened to

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be made parties to any proceeding (except actions by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. With respect to actions by or in the right of the corporation, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged liable to the corporation, unless and only to the extent that the court in which the action is or was pending determines upon application that in view of all circumstances the person is fairly and reasonably entitled to indemnity for expenses. Section 317 of the CGCL provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter, bylaws, disinterested director vote, stockholders vote, agreement or otherwise.
The articles of incorporation and bylaws of Pardee, as in effect as of the date hereof, do not provide for the indemnification of any director, officer, employee, agent or any other person.
 
Nevada Corporation
Pardee Homes of Nevada (“Pardee Nevada”) is a Nevada corporation. Nevada Revised Statutes (“NRS”) 78.138(7) provides that, subject to certain limited statutory exceptions or unless the articles of incorporation provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or a knowing violation of law.
NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person is not liable pursuant to NRS 78.138 or the person acted in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
NRS 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person) in connection with the defense or settlement of such action or suit if the person is not liable pursuant to NRS 78.138 or acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS 78.7502(3) provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2 of NRS 78.7502 described above or in the defense of any claim, issue or matter therein, the corporation shall indemnify the person against expenses (including attorneys’ fees) they actually and reasonably incurred in connection therewith.

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NRS 78.751(1) provides that any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to NRS 78.751(2), may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent of the corporation is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such disinterested directors so orders, by independent legal counsel in a written opinion, or (d) if a quorum of such disinterested directors cannot be obtained, by independent legal counsel in a written opinion.
NRS 78.751(2) provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The provisions of NRS 78.751(2) do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.
NRS 78.751(3) provides that indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751 (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. A right to indemnification or to advancement of expenses arising under a provision of the corporation’s articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred, and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
NRS 78.752 provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for any liability asserted against the person and liability and expenses incurred by the person in such capacity whether or not the corporation has the authority to indemnify such person against such liability and expenses.
The Amended By-Laws of Pardee Nevada provide for indemnification of a person who is sued because he is or was a director, officer, or employee of the corporation in any proceeding arising out of his or her alleged misfeasance or non-feasance in the performance of his or her duties or out of any alleged wrongful act against the corporation or by the corporation for his or her reasonable expenses, including attorneys’ fees incurred in the defense of the proceeding, if both of the following conditions exists: (1) the person sued is successful in whole or in part, or the proceeding against him or her is settled with the approval of the court (2) the court finds that his or her conduct fairly and equitably merits such indemnity. The amount of such indemnity may be assessed against Pardee Nevada by the court and shall be so much of the expenses, including attorneys’ fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable.
Notwithstanding the forgoing, the board of directors of Pardee Nevada may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or form director, officer or employee of the corporation in an action brought by a third party against such person to impose a liability or penalty

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on such person for an act alleged to have been committed by such person while a director, officer or employee, or by the corporation, or by both; provided, that the board of directors determines in good faith that such person was acting good faith within what he or she reasonably believed to be the scope of his or her employment or authority and for a purpose which he or she reasonably believed to be in the best interest of Pardee Nevada or its stockholders, other than any such action instituted or maintained in the right of the corporation by a stockholder.
Texas Corporation
Trendmaker Homes, Inc. (“Trendmaker”) is a Texas corporation. The provisions of Chapter 8 of the Texas Business Organizations Code, as amended (the “TBOC”), govern indemnification of governing persons relating to all Texas business organizations or enterprises.

The provisions of Chapter 8 of the TBOC provide that a corporation may indemnify its directors, officers, employees and agents and maintain liability insurance for those persons. Specifically, Sections 8.101 and 8.102 of the TBOC provide that a corporation may indemnify a governing person, or delegate, who was, is or is threatened to be made a named defendant or respondent in a proceeding if it is determined that the person: (i) conducted himself or herself in good faith, (ii) reasonably believed that (a) in the case of conduct in his or her official capacity that his or her conduct was in the corporation’s best interest and (b) in all other cases, that his or her conduct was at least not opposed to the corporation’s best interest, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. However, if the person is found liable to the corporation, or if the person is found liable on the basis that he or she received an improper personal benefit, indemnification under Texas law is limited to the reimbursement of reasonable expenses actually incurred by the person in connection with the proceedings and does not include a judgment, a penalty, a fine, or an excise or similar tax, and no indemnification will be available if the person is found liable for willful or intentional misconduct, breach of the person’s duty of loyalty, or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation. In accordance with Section 8.051 of the TBOC, indemnification by the corporation is mandatory if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding.
The articles of incorporation and bylaws of Trendmaker, as in effect as of the date hereof, are silent as to indemnification. Therefore, the statutory indemnification provisions summarized above govern the indemnification obligations of Trendmaker.
Texas Limited Liability Companies
Trendmaker Homes Holdings, L.L.C. and Trendmaker Homes DFW, L.L.C. are Texas limited liability companies. Section 101.402 of the TBOC provides that a limited liability company may indemnify a member, manager, or officer of a limited liability company or an assignee of a membership interest in the company, pay in advance or reimburse expenses incurred by any such person  and purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless any such person. Section 8.002 of the TBOC also permits the governing documents of Texas limited liability companies to adopt provisions of the TBOC relating to indemnification, advancement of expenses or insurance or another arrangement to indemnify or hold harmless a governing person that would otherwise not apply to such limited liability companies.
The operating agreements of each of Trendmaker Homes Holdings, L.L.C. and Trendmaker Homes DFW, L.L.C. provide that each such limited liability company shall indemnify any person who was, is or is threatened to be made a party to a proceeding by reason of the fact that he or she is or was a manager or officer of each such company or, while a manager or officer of the company, is or was serving at the request of the company as a director, officer, manager, member, employee or agent of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise, to the fullest extend permitted under the TBOC. Each operating agreement provides that such right is a contractual right and, as such, will run to the benefit of the manager of the company, or any officer who is elected and accepts the position of officer of the company or elects to continue to service as an officer of the company, while each such provision of the respective operating agreement remains in effect. Such persons are also entitled to the right to be paid by the company expenses (including attorneys’ fees, court costs and

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the costs of investigation and appeal) incurred in defending any such proceeding in advance of its final disposition, to the fullest extent permitted under the TBOC.
Washington Corporations
TRI Pointe Holdings, Inc. (“TRI Pointe Holdings”) and The Quadrant Corporation (“Quadrant”) are Washington corporations. The Washington Business Corporations Act provides for indemnification of directors, officers, and other persons. These provisions (located in Sections 23B.08.510–603 of the Revised Code of Washington (“RCW”) are summarized below:
A corporation may indemnify a person who is made a party to a proceeding because the person is or was a director against liability, including expenses, incurred in the proceeding. To qualify for indemnification, the person must meet the following standard of conduct: (i) the person acted in good faith, (ii) the person reasonably believed the conduct was in the best interests of the corporation (for conduct in the person’s official capacity), or at least not opposed to the corporation’s best interests (for all other cases), and (iii) in the case of a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful. However, a corporation may not indemnify the person (i) in a proceeding by or for the corporation in which the director was adjudged liable to the corporation, or (ii) in any other proceeding in which the person was adjudged liable on the basis of improper receipt of a personal benefit.
 
Unless limited by its articles of incorporation, a corporation must indemnify a director who is wholly successful in the defense of any proceeding to which the director was a party because of being a director, against reasonable expenses incurred. The right to indemnification includes the right to payment or reimbursement by the corporation of expenses incurred by the director before the final disposition of the proceeding. To obtain an advance of expenses, the director must affirm the director’s good faith belief that the director met the standard of conduct described above, and must undertake to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. Unless a corporation’s articles of incorporation provide otherwise, a director may apply to the court for indemnification or advance of expenses to which the director is entitled. Indemnification or advance of expenses may also be ordered if the court determines that the director is fairly and reasonably entitled to indemnification under the circumstances, even if the director did not meet the standard of conduct, or was adjudged liable as described above.
If a director does not qualify for indemnification or advance of expenses under the foregoing, a corporation may nevertheless indemnify the director or obligate itself to advance expenses if so authorized in its articles of incorporation or by the shareholders through bylaws or a resolution, except in cases involving a director’s intentional misconduct or knowing violation of law, unlawful distributions, or the improper receipt of personal benefit by the director. Unless a corporation’s articles of incorporation provide otherwise, (i) officers of the corporation are entitled to mandatory indemnification, and may apply for court-ordered indemnification, to the same extent as a director, and (ii) the corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent as to a director. A corporation may obtain insurance to indemnify a person against liability incurred or asserted in the person’s capacity as a director, officer, employee, and agent, whether or not the corporation would have the power to indemnify the person against the same liability under the foregoing provisions.
The articles of incorporation and bylaws of TRI Pointe Holdings provide for indemnification and advance of expenses of directors, officers, employees, and agents, in general, to the fullest extent permitted by the provisions of the RCW described above. The bylaws of TRI Pointe Holdings provide that the rights to indemnification and advance of expenses of directors and officers are contract rights that may be relied upon by them in the performance of their duties.
The articles of incorporation and bylaws of Quadrant do not address indemnification and advance of expenses of directors, officers, employees, and agents. Consequently, Quadrant has the power to indemnify and to advance expenses to those persons as permitted by the provisions of RCW Sections 23B.08.510–603 described above without restriction.

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Insurance
The registrants maintain standard policies of insurance that provide coverage (i) to their respective directors, managers and officers against specified liabilities which may be incurred in those capacities and (ii) to the respective registrants with respect to indemnification payments that they may make to such directors, managers and officers, in each case subject to exclusions and deductions as are usual in these kinds of insurance policies.
Item 16. Exhibits and Financial Schedule
The following exhibits are incorporated herein by reference.

			
Exhibit
Number	 	Exhibit
Description	
  1.1**	 	Form of Underwriting Agreement	
 	 	 	
3.1	 	Amended and Restated Certificate of Incorporation of TRI Pointe Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8‑K (filed July 7, 2015)	
 	 	 	
3.2	 	Amended and Restated Bylaws of TRI Pointe Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed October 27, 2016))	
 	 	 	
4.1	 	Specimen Common Stock Certificate of TRI Pointe Group, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed July 7, 2015))	
 	 	 	
4.2	 	Registration Rights Agreement, dated as of January 30, 2013, among TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C., and certain TRI Pointe Homes, Inc. stockholders (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S‑4 (filed January 9, 2014))	
 	 	 	
4.3	 	First Amendment to Registration Rights Agreement, dated as of July 7, 2015, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C. and certain TRI Pointe Homes, Inc. stockholders (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))	
 	 	 	
4.4	 	Indenture, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee (including form of 5.875% Senior Note due 2024) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed June 19, 2014))	
 	 	 	
4.5	 	First Supplemental Indenture, dated as of July 7, 2014, among TRI Pointe Homes, Inc., Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))	
 	 	 	
4.6	 	Second Supplemental Indenture, dated as of July 7, 2014, among the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))	
 	 	 	
4.7	 	Third Supplemental Indenture, dated as of July 7, 2015, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc. and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))	
 	 	 	
4.8	 	Fourth Supplemental Indenture, dated as of February 22, 2019, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc. and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024	
 	 	 	
4.9	 	Indenture, dated as of May 23, 2016, by and between TRI Pointe Group, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR (filed May 23, 2016))	

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Exhibit
Number	 	Exhibit
Description	
4.10	 	First Supplemental Indenture, dated as of May 26, 2016, among TRI Pointe Group, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 4.875% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed May 26, 2016))	
 	 	 	
4.11	 	Second Supplemental Indenture, dated as of June 8, 2017, among the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.250% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8‑K (filed June 8, 2017))	
 	 	 	
4.12	 	Third Supplemental Indenture, dated as of February 22, 2019, among TRI Pointe Group, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 4.875% Senior Notes due 2021	
 	 	 	
4.13	 	Fourth Supplemental Indenture, dated as of February 22, 2019, among TRI Pointe Group, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.250% Senior Notes due 2027	
 	 	 	
4.14	 	Form of 4.875% Senior Note due 2021 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed May 26, 2016))	
 	 	 	
4.15	 	Form of 5.25% Senior Note due 2027 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed June 8, 2017))	
 	 	 	
  5.1	 	Opinion of Gibson, Dunn & Crutcher LLP	
 	 	
  5.2	 	Opinion of Chapoton Sanders Scarborough, LLP	
 	 	
  5.3	 	Opinion of Titus Brueckner & Levine PLC	
 	 	
  5.4	 	Opinion of Fikso Kretschmer Smith Dixon Ormseth PS	
 	 	
  5.5	 	Opinion of McDonald Carano LLP	
 	 	
23.1	 	Consent of Independent Registered Public Accounting Firm	
 	 	
23.2	 	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)	
 	 	
23.3	 	Consent of Chapoton Sanders Scarborough, LLP (included in Exhibit 5.2)	
 	 	
23.4	 	Consent of Titus Brueckner & Levine PLC (included in Exhibit 5.3)	
 	 	
23.5	 	Consent of Fikso Kretschmer Smith Dixon Ormseth PS (included in Exhibit 5.4)	
 	 	 	
23.6	 	Consent of McDonald Carano LLP (included in Exhibit 5.5)	
 	 	
24.1	 	Powers of Attorney (Included as part of the signature pages hereto)	
 	 	
25.1	 	Statement of Eligibility of Trustee on Form T-1 with respect to the Indenture dated as of May 23, 2016	
 	 	 	
**	 	To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of securities.	

Item 17. Undertakings
The undersigned registrants hereby undertake:

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(a)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement

(b)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)    That, for purposes of determining liability under the Securities Act to any purchaser:

(i)    Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(e)    That, for purposes of determining liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the

II-10

undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)    Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their respective securities provided by or on behalf of the undersigned registrants; and

(iv)    Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(f)    The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions described in Item 15, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(h)    To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

II-11

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
TRI POINTE GROUP, INC.	
 	 	
By:	 	/s/ Douglas F. Bauer	
 	 	Douglas F. Bauer	
 	 	Chief Executive Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Douglas F. Bauer	 	Chief Executive Officer and Director	 	June 3, 2020	
Douglas F. Bauer	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)	 	June 3, 2020	
Glenn J. Keeler	 		 	 	
 	 	 	
/s/ Steven J. Gilbert	 	Director and Chairman of the Board	 	June 3, 2020	
Steven J. Gilbert	 	 	 	 	
 	 	 	
/s/ Lawrence B. Burrows	 	Director	 	June 3, 2020	
Lawrence B. Burrows	 	 	 	 	
 	 	 	
/s/ Daniel S. Fulton	 	Director	 	June 3, 2020	
Daniel S. Fulton	 	 	 	 	
 	 	 	
/s/ Constance B. Moore	 	Director	 	June 3, 2020	
Constance B. Moore	 	 	 	 	
 	 	 	
/s/ Vicki D. McWilliams	 	Director	 	June 3, 2020	
Vicki D. McWilliams	 	 	 	 	

II-12

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.  

			
TRI POINTE HOMES, INC.	
TRI POINTE HOLDINGS, INC.	
 	 	
By:	 	/s/ Douglas F. Bauer	
 	 	Douglas F. Bauer	
 	 	Chief Executive Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Douglas F. Bauer	 	Chief Executive Officer and Director	 	June 3, 2020	
Douglas F. Bauer	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer and Director	 	June 3, 2020	
Glenn J. Keeler	 	(Principal Financial Officer and Principal	 	 	
 	 	Accounting Officer)	 	 	
 	 	 	
/s/ Thomas J. Mitchell	 	Director	 	June 3, 2020	
Thomas J. Mitchell	 	 	 	 	

II-13

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
MARACAY HOMES, L.L.C.	
 	 	
By:	 	/s/ Glenn J. Keeler	
 	 	Glenn J. Keeler	
 	 	Chief Financial Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Andrew P. Warren	 	President	 	June 3, 2020	
Andrew P. Warren	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer	 	June 3, 2020	
Glenn J. Keeler	 	(Principal Financial Officer and Principal	 	 	
 	 	Accounting Officer)	 	 	

II-14

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
MARACAY 91, L.L.C.	
 	 	
By:	 	Maracay Homes, L.L.C., its Manager	
By:	 	/s/ Glenn J. Keeler	
 	 	Glenn J. Keeler	
 	 	Chief Financial Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Andrew P. Warren	 	President	 	June 3, 2020	
Andrew P. Warren	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer	 	June 3, 2020	
Glenn J. Keeler	 	(Principal Financial Officer and Principal)	 	 	
 	 	Accounting Officer)	 	 	

II-15

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
PARDEE HOMES	
PARDEE HOMES OF NEVADA	
 	 	
By:	 	/s/ Glenn J. Keeler	
 	 	Glenn J. Keeler	
 	 	Chief Financial Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Thomas J. Mitchell	 	President and Director	 	June 3, 2020	
Thomas J. Mitchell	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer, Chief Accounting	 	June 3, 2020	
Glenn J. Keeler	 	Officer and Director	 	 	
 	 	(Principal Financial Officer and Principal	 	 	
 	 	Accounting Officer)	 	 	
 	 	 	
/s/ Douglas F. Bauer	 	Director	 	June 3, 2020	
Douglas F. Bauer	 	 	 	 	

II-16

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
THE QUADRANT CORPORATION	
 	 	
By:	 	/s/ Glenn J. Keeler	
 	 	Glenn J. Keeler	
 	 	Chief Financial Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Ken C. Krivanec	 	President and Director	 	June 3, 2020	
Ken C. Krivanec	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer, Chief Accounting	 	June 3, 2020	
Glenn J. Keeler	 	Officer and Director	 	 	
 	 	(Principal Financial Officer and Principal	 	 	
 	 	Accounting Officer)	 	 	
 	 	 	
/s/ Douglas F. Bauer	 	Director	 	June 3, 2020	
Douglas F. Bauer	 	 	 	 	
 	 	 	 	 	
/s/ Thomas J. Mitchell	 	Director	 	June 3, 2020	
Thomas J. Mitchell	 	 	 	 	

II-17

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
TRENDMAKER HOMES, INC.	
 	 	
By:	 	/s/ Glenn J. Keeler	
 	 	Glenn J. Keeler	
 	 	Chief Financial Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Joseph D. Mandola	 	President and Director	 	June 3, 2020	
Joseph D. Mandola	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer and Director	 	June 3, 2020	
Glenn J. Keeler	 	(Principal Financial Officer and Principal	 	 	
 	 	Accounting Officer)	 	 	
 	 	 	
/s/ Douglas F. Bauer	 	Director	 	June 3, 2020	
Douglas F. Bauer	 	 	 	 	
 	 	 	 	 	
/s/ Thomas J. Mitchell	 	Director	 	June 3, 2020	
Thomas J. Mitchell	 	 	 	 	

II-18

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
TRENDMAKER HOMES HOLDINGS, L.L.C.	
 	 	
By:	 	Trendmaker Homes, Inc., its Manager	
By:	 	/s/ Glenn J. Keeler	
 	 	Glenn J. Keeler	
 	 	Chief Financial Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Sean P. Ricks	 	President	 	June 3, 2020	
Sean P. Ricks	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer	 	June 3, 2020	
Glenn J. Keeler	 	(Principal Financial Officer and Principal	 	 	
 	 	Accounting Officer)	 	 	

II-19

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
TRENDMAKER HOMES DFW, L.L.C.	
 	 	
By:	 	Trendmaker Homes Holdings, L.L.C., its Manager	
By:	 	Trendmaker Homes, Inc., its Manager	
By:	 	/s/ Glenn J. Keeler	
 	 	Glenn J. Keeler	
 	 	Chief Financial Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Sean P. Ricks	 	President	 	June 3, 2020	
Sean P. Ricks	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer	 	June 3, 2020	
Glenn J. Keeler	 	(Principal Financial Officer and Principal	 	 	
 	 	Accounting Officer)	 	 	

II-20

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 3, 2020.

			
WINCHESTER HOMES INC.	
 	 	
By:	 	/s/ Glenn J. Keeler	
 	 	Glenn J. Keeler	
 	 	Chief Financial Officer	
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Douglas F. Bauer, Glenn J. Keeler and Thomas J. Mitchell, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

					
Signature	 	Title	 	Date	
 	 	 	
/s/ Bradley W. Blank	 	President	 	June 3, 2020	
Bradley W. Blank	 	(Principal Executive Officer)	 	 	
 	 	 	
/s/ Glenn J. Keeler	 	Chief Financial Officer, Chief Accounting	 	June 3, 2020	
Glenn J. Keeler	 	Officer and Director	 	 	
 	 	(Principal Financial Officer and Principal	 	 	
 	 	Accounting Officer)	 	 	
 	 	 	
/s/ Douglas F. Bauer	 	Director	 	June 3, 2020	
Douglas F. Bauer	 	 	 	 	
 	 	 	 	 	
/s/ Thomas J. Mitchell	 	Director	 	June 3, 2020	
Thomas J. Mitchell	 	 	 	 	

II-21

Exhibit 4.8

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 22, 2019 among TRI Pointe Group, Inc., a Delaware corporation, and TRI Pointe Homes, Inc., a Delaware corporation (the “Issuers”), the undersigned guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of June 13, 2014, providing for the issuance of 5.875% Senior Notes due 2024 (the “Notes”), as amended by the First Supplemental Indenture, dated as of July 7, 2014, the Second Supplemental Indenture, dated as of July 7, 2014 and the Third Supplemental Indenture, dated as of July 7, 2015;

WHEREAS, the Indenture provides that the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantees”); and

WHEREAS, pursuant to Section 8.01(iv) of the Indenture, the Guaranteeing Subsidiaries and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of Holders of the Notes.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee. Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the terms of the Indenture applicable to Guarantors, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.

(3)Execution and Delivery. Each Guaranteeing Subsidiary agrees that its respective Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4)No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including any Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in

respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(5)New York Law Governs. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(6)Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to the Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of the Indenture.

(7)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(8)The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(9)Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10)Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its respective Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

(11)Waiver of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARIES AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

(12)Ratification of the Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

		
Guaranteeing Subsidiaries	
 	 	
TRENDMAKER HOMES HOLDINGS, L.L.C.	
By: Trendmaker Homes, Inc., its Manager	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

		
TRENDMAKER HOMES DFW, L.L.C.	
By: Trendmaker Homes Holdings, L.L.C., its Manager	
By: Trendmaker Homes, Inc., its Manager	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

	
		
Issuers	
 	 	
TRI POINTE GROUP, INC.	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

		
TRI POINTE HOMES, INC.	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

Signature Page to Fourth Supplemental Indenture — 2024 Notes

	
		
U.S. BANK NATIONAL ASSOCIATION,	
  as Trustee	
 	 	
By:	/s/ Fonda Hall	
 	Name: Fonda Hall	
 	Vice President	

Signature Page to Fourth Supplemental Indenture — 2024 Notes

Exhibit 4.12

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 22, 2019 among TRI Pointe Group, Inc., a Delaware corporation (the “Issuer”), the undersigned guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an Indenture, dated as of May 23, 2016 (the “Base Indenture”), as amended by the First Supplemental Indenture, dated as of May 26, 2016 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) providing for the issuance of 4.875% Senior Notes due 2021 (the “Notes”);

WHEREAS, the Indenture provides that the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantees”); and

WHEREAS, pursuant to Section 10.01(7) of the Base Indenture, the Guaranteeing Subsidiaries and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of Holders of the Notes.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee. Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the terms of the Indenture applicable to Guarantors, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article Five of the First Supplemental Indenture.

(3)Execution and Delivery. Each Guaranteeing Subsidiary agrees that its respective Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4)No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including any Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(5)New York Law Governs. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(6)Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to the Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of the Indenture.

(7)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(8)The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(9)Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10)Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its respective Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

(11)Waiver of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARIES AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

(12)Ratification of the Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

		
Guaranteeing Subsidiaries	
 	 	
TRENDMAKER HOMES HOLDINGS, L.L.C.	
By: Trendmaker Homes, Inc., its Manager	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

		
TRENDMAKER HOMES DFW, L.L.C.	
By: Trendmaker Homes Holdings, L.L.C., its Manager	
By: Trendmaker Homes, Inc., its Manager	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

	
		
Issuer	
 	 	
TRI POINTE GROUP, INC.	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

Signature Page to Third Supplemental Indenture — 2021 Notes

	
		
U.S. BANK NATIONAL ASSOCIATION,	
  as Trustee	
 	 	
By:	/s/ Fonda Hall	
 	Name: Fonda Hall	
 	Vice President	

Signature Page to Third Supplemental Indenture — 2021 Notes

Exhibit 4.13

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 22, 2019 among TRI Pointe Group, Inc., a Delaware corporation (the “Issuer”), the undersigned guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an Indenture, dated as of May 23, 2016 (the “Base Indenture”), as amended by the Second Supplemental Indenture, dated as of June 8, 2017 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) providing for the issuance of 5.25% Senior Notes due 2027 (the “Notes”);

WHEREAS, the Indenture provides that the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantees”); and

WHEREAS, pursuant to Section 10.01(7) of the Base Indenture, the Guaranteeing Subsidiaries and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of Holders of the Notes.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee. Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the terms of the Indenture applicable to Guarantors, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article Five of the Second Supplemental Indenture.

(3)Execution and Delivery. Each Guaranteeing Subsidiary agrees that its respective Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4)No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including any Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(5)New York Law Governs. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(6)Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to the Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of the Indenture.

(7)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(8)The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(9)Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10)Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its respective Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

(11)Waiver of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARIES AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

(12)Ratification of the Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

		
Guaranteeing Subsidiaries	
 	 	
TRENDMAKER HOMES HOLDINGS, L.L.C.	
By: Trendmaker Homes, Inc., its Manager	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

		
TRENDMAKER HOMES DFW, L.L.C.	
By: Trendmaker Homes Holdings, L.L.C., its Manager	
By: Trendmaker Homes, Inc., its Manager	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

	
		
Issuer	
 	 	
TRI POINTE GROUP, INC.	
 	 	
By:	/s/ Michael D. Grubbs	
 	Name: Michael D. Grubbs	
 	Title: Chief Financial Officer	

Signature Page to Fourth Supplemental Indenture — 2027 Notes

	
		
U.S. BANK NATIONAL ASSOCIATION,	
  as Trustee	
 	 	
By:	/s/ Fonda Hall	
 	Name: Fonda Hall	
 	Vice President	

Signature Page to Fourth Supplemental Indenture — 2027 Notes

Exhibit 5.1

June 3, 2020

TRI Pointe Group, Inc.
19540 Jamboree Road, Suite 300
Irvine, California 92612

		
Re:	TRI Pointe Group, Inc.	
 	Registration Statement on Form S-3	
 	File No. 333-	
Ladies and Gentlemen:
We have acted as counsel to TRI Pointe Group, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries and affiliates listed on Annex A hereto (the “Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of:
(i)    the Company’s unsecured debt securities, which may either be senior debt securities (“Senior Debt Securities”), senior subordinated debt securities (“Senior Subordinated Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities” and, collectively with the Senior Debt Securities and the Senior Subordinated Debt Securities, the “Debt Securities”);
(ii)    guarantees of the Debt Securities by the Guarantors (the “Debt Securities Guarantees”);
(iii)    shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”);
(iv)    shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”);
(v)    depositary shares each representing a fraction of a share of a particular series of Preferred Stock (the “Depositary Shares”);

	

	

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Page 2

(vi)    contracts for the purchase or sale of Debt Securities, Debt Securities Guarantees, Preferred Stock or Common Stock or other securities, currencies or commodities (the “Purchase Contracts”);
(vii)    warrants for the purchase of Common Stock, Preferred Stock, Depositary Shares, Debt Securities or Debt Securities Guarantees (the “Warrants”); and
(viii)    units of the Company comprised of any combination of Common Stock, Preferred Stock, Depositary Shares, Purchase Contracts, Debt Securities or Debt Securities Guarantees (the “Units”).
The Debt Securities, Debt Securities Guarantees, Common Stock, Preferred Stock, Depositary Shares, Purchase Contracts, Warrants and Units are collectively referred to herein as the “Securities.” The Senior Debt Securities are to be issued under an indenture dated May 23, 2016, entered into among the Company, the Guarantors and U.S. Bank National Association (the “Trust Company”), as indenture trustee (the “Senior Base Indenture”). The Senior Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the Guarantors and Trust Company, as indenture trustee (the “Senior Subordinated Base Indenture”). The Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the Guarantors and Trust Company, as indenture trustee (the “Subordinated Base Indenture,” and together with the Senior Base Indenture and the Senior Subordinated Base Indenture, the “Base Indentures”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Senior Base Indenture, forms of the Debt Securities and Debt Securities Guarantees, specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company, the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. To the extent that our opinions may be dependent upon such matters, we have assumed, without independent investigation, that each of the Guarantors identified on Annex A as a “Specified Guarantor” (each Guarantor so identified, a “Specified Guarantor”) is validly existing under the laws of its jurisdiction of formation, has all requisite corporate or other entity power to execute, deliver and perform its obligations under the Indenture (defined below) and the Debt Securities Guarantees to which it is or may be a party, that the authorization, execution, delivery and performance of such documents by each Specified

	

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Page 3

Guarantor and the performance of its obligations thereunder do not and will not violate the charter or bylaws or other constituent documents of any Specified Guarantor or any law, regulation, order, judgment or decree applicable to such Specified Guarantor and that the Senior Base Indenture has been duly executed and delivered by each Specified Guarantor. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Guarantors and others.
We have assumed without independent investigation that:
(i)    at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;
(ii)    at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;
(iii)    all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;
(iv)    at the Relevant Time, all corporate or other action required to be taken by the Company or any Guarantor to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of Common Stock or Preferred Stock for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a “Convertible Security”), and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 7 below) shall have been duly completed and shall remain in full force and effect;
(v)    upon issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents;
(vi)    in the case of the Senior Subordinated Debt Securities, the Subordinated Debt Securities and the Debt Securities Guarantees, at the Relevant Time, the relevant trustee shall

	

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Page 4

have been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), a Statement of Eligibility of the Trustee on Form T-1 shall have been properly filed with the Commission and the relevant Senior Subordinated Base Indenture or the Subordinated Base Indenture, if applicable, shall have been duly executed and delivered by the Company and all other parties thereto and duly qualified under the TIA);
(vii)    at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of the Company or each Guarantor and duly executed and delivered by the Company or any Guarantor and the other parties thereto.
Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1.    With respect to any Debt Securities and related Debt Securities Guarantees, when:
		
a.	the terms and conditions of such Debt Securities and Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the relevant Base Indenture,	
		
b.	any such supplemental indenture has been duly executed and delivered by the Company, the Guarantors and the relevant trustee (together with the relevant Base Indenture, the “Indenture”), and	
		
c.	such Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms of the applicable Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,	
such Debt Securities will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the related Debt Securities Guarantees will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.
2.    With respect to any shares of Preferred Stock, when:

	

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Page 5

a.	the certificate of designations relating to such Preferred Stock (the “Certificate of Designations”) has been duly executed and filed with the Office of the Secretary of State of the State of Delaware,	
		
b.	such shares have been issued either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement and for the consideration therefor provided for therein or (ii) upon exercise, conversion or exchange of any Convertible Security and for any additional consideration specified in such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Preferred Stock, and	
		
c.	any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,	
such shares of Preferred Stock will be validly issued, fully paid and non-assessable.
3.    With respect to Depositary Shares, when:
		
a.	a deposit agreement relating to such Depositary Shares (“Deposit Agreement”) has been duly executed and delivered by the Company and the depositary appointed by the Company,	
		
b.	the terms of the Depositary Shares have been established in accordance with the Deposit Agreement, and	
		
c.	the depositary receipts representing the Depositary Shares have been duly executed and countersigned (in the case of certificated Depositary Shares), registered and delivered in accordance with the related Deposit Agreement and the applicable definitive purchase, underwriting or similar agreement for the consideration provided therein,	

	

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June 3, 2020
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the depositary receipts evidencing the Depositary Shares will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
4.    With respect to shares of Common Stock, when:
		
a.	such shares of Common Stock have been duly executed (in the case of certificated shares) and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, or (ii) upon conversion or exercise of any Convertible Security, in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Common Stock, and	
		
b.	any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,	
such shares of Common Stock will be validly issued, fully paid and non-assessable.
5.    With respect to any Purchase Contracts, when:
		
a.	the related purchase contract agreement (“Purchase Contract Agreement”), if any, has been duly executed by the Company and each other party thereto,	
		
b.	the terms of the Purchase Contracts have been established in accordance with the Purchase Contract Agreement, if any, or the applicable definitive purchase, underwriting or similar agreement,	
		
c.	the terms of any collateral or security arrangements relating to such Purchase Contracts have been established and the agreements thereto have been validly executed and delivered by each of the parties thereto	

	

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June 3, 2020
Page 7

and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements, and
		
d.	such Purchase Contracts have been executed (in the case of certificated Purchase Contracts) and delivered in accordance with the Purchase Contract Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,	
such Purchase Contracts will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms.
6.    With respect to any Warrants, when:
		
a.	the warrant agreement relating to such Warrants (the “Warrant Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,	
		
b.	the terms of the Warrants have been established in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and	
		
c.	the Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,	
such Warrants will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
7.    With respect to any Units, when:
		
a.	the unit agreement relating to the Units (the “Unit Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,	
		
b.	the terms of the Units have been duly established in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and	

	

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c.	the Units have been duly executed (in the case of certificated Units) and delivered in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,	
the Units will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:
A.    We render no opinion herein as to matters involving the laws of any jurisdiction other than (i) the State of New York, the State of California and the United States of America and (ii) for purposes of paragraphs 2 and 4 above, the Delaware General Corporation Law. This opinion is limited to the effect of the current state of the laws of the State of New York, the laws of the State of California, the United States of America and, to the limited extent set forth above, the laws of the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
B.    The opinions above with respect to the Indenture, the Debt Securities and the related Debt Securities Guarantees, the depositary receipts representing the Depositary Shares, the Deposit Agreement, the Purchase Contracts, any Purchase Contract Agreement, the Warrants, the Warrant Agreement, the Units and the Unit Agreement (collectively, the “Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
C.    We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver (whether or not stated as such) under the Indenture or any other Document of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Indenture or any other Document of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity;

	

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(iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any purported fraudulent transfer “savings” clause; (vi) any provision in any Document waiving the right to object to venue in any court; (vii) any agreement to submit to the jurisdiction of any Federal court; (viii) any waiver of the right to jury trial or (ix) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.
D.    To the extent relevant to our opinions in paragraphs 3, 5, 6 and 7 and not covered by our opinions in paragraphs 1, 2 or 4, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Depositary Shares, Purchase Contracts, Warrants, or Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.
You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “LEGAL MATTERS” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP

ANNEX A 

 Guarantors

	
			
Guarantor	State or Other Jurisdiction of Incorporation or Organization	Specified Guarantor	
TRI Pointe Homes, Inc.	Delaware	Yes	
TRI Pointe Holdings, Inc.	Washington	No	
Maracay 91, L.L.C.	Arizona	No	
Maracay Homes, L.L.C.	Arizona	No	
Pardee Homes	California	Yes	
Pardee Homes of Nevada	Nevada	No	
The Quadrant Corporation	Washington	No	
Trendmaker Homes, Inc.	Texas	No	
Trendmaker Homes Holdings, L.L.C.	Texas	No	
Trendmaker Homes DFW, L.L.C.	Texas	No	
Winchester Homes Inc.	Delaware	Yes	

Exhibit 5.2

CHAPOTON | SANDERS | SCARBOROUGH LLP 

June 3, 2020
TRI Pointe Group, Inc.
19540 Jamboree Road, Suite 300
Irvine, California 92612
(949) 438-1400
Re: TRI Pointe Group, Inc.; Registration Statement on Form S-3  
Ladies and Gentlemen:
We have acted as special Texas counsel to Trendmaker Homes, Inc., a Texas corporation (“THI”), Trendmaker Homes Holdings, L.L.C., a Texas limited liability company (“THH”), and Trendmaker Homes DFW, L.L.C., a Texas limited liability company (“THDFW”, and each of THI, THH and THDFW sometimes referred to herein as a “Texas Guarantor” and collectively as the “Texas Guarantors”), in connection with the Registration Statement on Form S-3 filed on June 3, 2020 (the “Registration Statement”) by TRI Pointe Group, Inc., a Delaware corporation (the “Company”), and certain direct and indirect wholly-owned subsidiaries of the Company listed as Additional Registrants thereto, including the Texas Guarantors (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the sale and offering by the Company from time to time, pursuant to Rule 415 promulgated under the Securities Act, of an indeterminate aggregate initial offering price or number of the Company’s debt securities, common stock, preferred stock, warrants, depositary shares, or purchase contracts and guarantees of its debt securities, or units of any of those securities with other of such securities.
Any debt securities to be issued pursuant to the Registration Statement (the “Debt Securities”) will be issued under an indenture dated May 23, 2016, entered into among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), in the form attached to the Registration Statement as Exhibit 4.9 (the “Base Indenture”), and, if applicable, one or more supplemental indentures thereto (collectively with the Base Indenture, the “Indenture”), and will be guaranteed by the Guarantors (the “Guarantees”).
We have examined the originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
1.The Registration Statement;
2.The Base Indenture;

952 ECHO LANE I  SUITE 380 I  HOUSTON, TEXAS 77024 I  MAIN 713.357.9710 I  FAX 713.357.9690

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3.The Articles of Incorporation and Bylaws of THI, as amended and/or restated as of the date hereof (collectively, the “THI Organizational Documents”);
4.The Certificate of Formation and Second Amended and Restated Company Agreement of THH, as amended and/or restated as of the date hereof (collectively, the “THH Organizational Documents”);
5.The Certificate of Formation and First Amended and Restated Company Agreement of THDFW, as amended and/or restated as of the date hereof (collectively, the “THDFW Organizational Documents”, and the THI Organizational Documents, THH Organizational Documents and THDFW Organizational Documents collectively referred to herein as the “Organizational Documents”);
6.A certificate issued by the Secretary of State of the State of Texas as of April 29, 2020, confirming the valid existence of THI;
7.A certificate issued by the Secretary of State of the State of Texas as of April 29, 2020, confirming the valid existence of THH;
8.A certificate issued by the Secretary of State of the State of Texas as of April 29, 2020, confirming the valid existence of THDFW;
9.Online evidence from the website of the Texas Comptroller of Public Accounts as of June 1, 2020, confirming the good standing of THI;
10.Online evidence from the website of the Texas Comptroller of Public Accounts as of June 1, 2020, confirming the good standing of THH;
11.Online evidence from the website of the Texas Comptroller of Public Accounts as of June 1, 2020, confirming the good standing of THDFW;
12.Copy of an Action by Unanimous Written Consent of the Board of Directors of THI, adopting resolutions authorizing and approving the execution and delivery of the Transaction Documents (hereafter defined) to which THI is a party;
13.Copy of an Action by Joint Unanimous Written Consent of the Sole Member and Manager of THH and THDFW, adopting resolutions authorizing and approving the execution and delivery of the Transaction Documents to which each of THH and THDFW is a party; and
14.Such other documents, corporate records, certificates of officers of the Company and the Texas Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions.
The documents and instruments referred to in (1) and (2) above are collectively called the “Transaction Documents.”

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In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Texas Guarantor and others.

We have also assumed, with your permission that with respect to all parties to agreements or instruments relevant hereto, the terms and conditions of the Transaction Documents have not been amended, modified or supplemented by any other written agreement of the parties or written waiver of any of the material provisions of the Transaction Documents.
In basing the opinions set forth in this opinion on “our knowledge,” the words “our knowledge” signify that, in the course of our representation of the Texas Guarantors, no facts have come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate. Except as otherwise expressly stated in this opinion, we have undertaken no investigation or verification of such matters. Further, the words “our knowledge” as used in this opinion are intended to be limited to the actual knowledge of the attorneys within this firm who have been involved in representing the Texas Guarantors in any capacity including, but not limited to, in connection with the transactions contemplated by the Transaction Documents. We have no reason to believe that any of the documents on which we have relied contain matters which, or the assumptions contained herein, are untrue or contrary to known facts.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1.THI has been duly organized and is a validly existing corporation in good standing under the laws of the State of Texas. THH has been duly organized and is a validly existing limited liability company in good standing under the laws of the State of Texas. THDFW has been duly organized and is a validly existing limited liability company in good standing under the laws of the State of Texas.

2.The execution and filing of the Registration Statement with the Commission has been duly authorized by all necessary corporate or limited liability company action on the part of each Texas Guarantor.

3.Each of the Texas Guarantors has the requisite corporate or limited liability company power and authority to authorize the form and terms of, and the performance, issuance and sale by such Texas Guarantor of, a Guarantee (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of Debt Securities issued under the Indenture as contemplated by the Registration Statement, and to perform its respective obligations thereunder.

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4.The execution, delivery and performance of the Indenture and the issuance and sale of any Guarantee by each Texas Guarantor will be duly authorized by all necessary corporate or limited liability company action when (i) the specific terms of a particular series of Debt Securities and related Guarantees have been duly established in accordance with the terms of the Indenture and authorized by all necessary corporate, limited partnership or limited liability company action, as applicable, of the Company and the applicable Guarantors, and (ii) the series of Debt Securities to which the Guarantees relate shall have been duly issued by the Company.

5.The execution, delivery and performance by each Texas Guarantor of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by each Texas Guarantor of the Indenture and the Guarantee will not (A) contravene or violate the Organizational Documents of any of the Texas Guarantors, or any law, rule or regulation applicable to the Texas Guarantors or (B) require any authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect).

For purposes of our opinion, we have assumed that at the time of issuance, sale and delivery of any Guarantee, (i) the Registration Statement and any supplements and amendments thereto will be effective and will comply with all applicable laws; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities and the Guarantees offered thereby and will comply with all applicable laws; (iii) any Debt Securities and Guarantees will be issued and sold in the manner stated in the Registration Statement and the prospectus supplement relating thereto; (iv) the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended, and Statement of Eligibility on Form T-1 shall have been properly filed with the Commission; (v) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Debt Securities and Guarantees offered or issued will have been duly authorized by all necessary corporate or limited liability company action of the Company and the applicable Guarantors and duly executed and delivered by the Company, the applicable Guarantors and the other parties thereto; (vi) the execution, delivery and performance by each Texas Guarantor of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by each Texas Guarantor of the Indenture and the Guarantee will not result in a default under or breach of any agreement or instrument binding upon any Texas Guarantor, or any order, judgment or decree of any court or governmental authority applicable to the Texas Guarantor; (vii) the authorization by the Texas Guarantors of the transactions described above and the instruments, agreements and other documents entered into or to be entered into by the Texas Guarantors, as described above, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, binding character or enforceability of any such instruments, agreements or other documents; (viii) the Indenture will not have been modified or amended (other than by a supplemental indenture establishing the form and terms of the Debt Securities of any series

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and, if applicable, creating the form and terms of any related Guarantee); and (ix) the Organizational Documents of the Texas Guarantors and the resolutions of the board of directors and/or managers of the Texas Guarantors, each as currently in effect, will not have been modified or amended and will be in full force and effect.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Texas (including the federal laws of the United States of America), or the local laws, ordinances or rules of any municipality, county or political subdivision of the State of Texas, or the effect any such laws may have on the matters set forth herein, nor do we express any opinion as to the validity, enforceability or scope of, or limitations on, any provisions relating to rights to indemnification or contribution. These opinions are limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinions as expressed in this letter are rendered as of the date hereof and are based on existing law which is subject to change. We express no opinion as to circumstances or events which may occur subsequent to the date hereof. We express no opinion as to the enforceability of the Registration Statement, the Indenture, the Debt Securities or the Guarantees.
In rendering our opinions in paragraph 1 above as to the good standing of each Texas Guarantor in Texas, we have relied solely upon a Statement of Franchise Tax Account Status dated as of June 1, 2020, obtained through the website of the Office of the Comptroller of Public Accounts of Texas, which statement expressly states that, as of the date thereof, the right of each Texas Guarantor to transact business in Texas is “active”. We note that effective as of May 5, 2013, the Comptroller’s Office changed its procedure so that the terms “good standing” and “active” now mean that a relevant taxable entity’s right to transact business in Texas has not been forfeited by the Comptroller’s Office because of the entity’s failure to file franchise tax reports or pay franchise taxes; prior to this change in procedure, the term “good standing” meant that all franchise tax filing requirements had been met and no franchise tax was due.

Our opinion is furnished solely with regard to the Registration Statement pursuant to Item 16 of Form S-3 and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, may be relied upon by you and by persons entitled to rely upon them pursuant to the applicable provisions of the Securities Act but, except as set forth in the next paragraph, may not otherwise be used, quoted or referred to by or filed with any other person or entity without prior written permission.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. We further consent to the reliance on this opinion by Gibson, Dunn & Crutcher LLP for the purpose of delivering its opinion to be filed as Exhibit 5.1 to the Registration Statement, as to the enforceability

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of the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Chapoton Sanders Scarborough LLP

Exhibit 5.3

June 3, 2020
TRI Pointe Group, Inc.
19540 Jamboree Road, Suite # 300
Irvine, CA 92612
Re: TRI Pointe Group, Inc. – Shelf Registration
Ladies and Gentlemen:
We have acted as special Arizona corporate counsel to the entities listed on Schedule A (collectively, the “Maracay Entities” as “Arizona Guarantors”) in connection with the Registration Statement on Form S-3 filed on June 3, 2020 (the “Registration Statement”) by TRI Pointe Group, Inc., a Delaware corporation (the “Company”), and certain direct and indirect wholly-owned subsidiaries of the Company listed as Additional Registrants thereto, including the Arizona Guarantors (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the sale and offering by the Company from time to time, pursuant to Rule 415 promulgated under the Securities Act, of an indeterminate aggregate initial offering price or number of the Company’s debt securities, common stock, preferred stock, warrants, depositary shares, or purchase contracts, and guarantees of its debt securities, or units of any of those securities with other of such securities.
Any debt securities to be issued pursuant to the Registration Statement (the “Debt Securities”) will be issued under an indenture dated May 23, 2016, entered into among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), in the form attached to the Registration Statement as Exhibit 4.9 (the “Base Indenture”), and, if applicable, one or more supplemental indentures thereto (collectively with the Base Indenture, the “Indenture”), and will be guaranteed by the Guarantors (“Guarantees”).
In connection with the foregoing, we have reviewed originals or copies of (i) the Registration Statement, and (ii) the Base Indenture and have made no other investigation or inquiry except as set forth herein. The Registration Statement and the Indenture are collectively referred to herein as the “Opinion Documents.”
We have also reviewed the following:
(a)The Articles of Organization and Operating Agreement, (such documents, as applicable, the “Organizational Documents”), of each of the Maracay Entities (each as amended through the date hereof);

(b)The Actions by Unanimous Written Consent of the Sole Member and Manager for each of the Maracay Entities, each dated May 3, 2020; and

(c)Secretary’s Certificate dated June 3, 2020.
In our review of the Opinion Documents and the other documents referred to herein, we have assumed without independent verification:
(a)The genuineness of all signatures;

(b)The authenticity of the originals of the documents submitted to us;

(c)The conformity to authentic originals of any documents submitted to us as copies;

(d)As to matters of fact, the truthfulness and accuracy of the representations, statements and warranties made in the Opinion Documents and in certificates of public officials and officers of all parties;

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(e)That the Opinion Documents (other than the Guarantees and any supplemental indenture to which any of the Arizona Guarantors is a signatory) contain legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms; and

(f)That:

(i)Every party to the Opinion Documents, other than the Maracay Entities, is duly organized and validly existing under the laws of the jurisdiction of its organization;

(ii)Every party to the Opinion Documents, other than the Maracay Entities, has the power and authority (corporate or otherwise) to execute, deliver and perform, and has duly authorized by all necessary action (corporate or otherwise), executed and delivered, the Opinion Documents;

(iii)The execution, delivery and performance by every party, other than the Maracay Entities, to the Opinion Documents does not contravene their respective organizational documents;

(iv)The execution, delivery and performance by every party, other than the Maracay Entities, of the Opinion Documents does not: (A) violate any law, rule or regulation applicable to it; or (B) result in any conflict with or breach of any agreement or document binding on it; and

(v)No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any party, other than the Maracay Entities, of the Opinion Documents or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

(g)The Opinion Documents accurately and completely describe and contain the parties’ mutual intent, understanding, and business purposes, and that there are no oral or written statements, agreements, understandings, or negotiations that directly or indirectly modify, define, amend, supplement, or vary, or purport to modify, define, amend, supplement, or vary, any of the terms of the Opinion Documents or any of the parties’ rights or obligations thereunder, by waiver or otherwise.

(h)We express no opinion to the extent that the laws of any jurisdiction other than the laws of the State of Arizona are applicable to the subject matter hereof.

(i)In rendering the opinions relating to violations of Arizona laws applicable to the Maracay Entities, such opinion is limited to such laws having the force of law that in our experience are typically applicable to a transaction of the nature contemplated by the Opinion Documents.

(j)We have assumed that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

(k)We have assumed that the conduct of the parties to the Opinion Documents has complied with any requirement of good faith, fair dealing and conscionability.

(l)In basing the opinions and other matters set forth herein on “our knowledge,” the words “our knowledge” signify that, in the course of our representation of the Maracay Entities in matters with respect to which we have been engaged as counsel, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the foregoing documents, certificates, reports, and information on which we have relied are not accurate and complete. Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters and we render no opinion on matters other than those set forth herein. The opinions set forth herein are expressly so limited. The words “our knowledge” and similar language used herein are intended to be limited to the knowledge of the lawyers within our firm who have recently worked on matters on behalf of the Maracay Entities.

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(m)We have also assumed that, at the time of the issuance, sale and delivery of any Guarantee: (i) at the time any Debt Securities or Guarantees are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto will be effective and will comply with all applicable laws; (ii) at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities and the Guarantees offered thereby will comply with all applicable laws; (iii) any Debt Securities and Guarantees will be issued and sold in the manner stated in the Registration Statement and the prospectus supplement relating thereto; (iv) at the Relevant Time, the Trustee shall have been properly qualified under the Trust Indenture Act of 1939, as amended, and a Statement of Eligibility on Form T-1 shall have been properly filed with the Commission; (v) at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Debt Securities and Guarantees offered or issued will have been duly authorized by all necessary corporate or limited liability company action of the Company and the applicable Guarantors and duly executed and delivered by the Company, the applicable Guarantors and the other parties thereto; (vi) the execution, delivery and performance by each of the Arizona Guarantors of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by each of the Arizona Guarantors of the Indenture and the Guarantee will not result in a default under or breach of any agreement or instrument binding upon an Arizona Guarantor, or any order judgment or decree of any court or governmental authority applicable to any Arizona Guarantor; (vii) the authorization by any Arizona Guarantor of the transactions described above and the instruments, agreements and other documents entered into or to be entered into by any of the Arizona Guarantors, as described above, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, binding character or enforceability of any such instruments, agreements or other documents; (viii) the Indenture will not have been modified or amended (other than by a supplemental indenture establishing the form and terms of the Debt Securities of any series and, if applicable, creating the form and terms of any related Guarantee); and (ix) the Organizational Documents of each of the Arizona Guarantors and the resolutions of the managers of each of the Arizona Guarantors, each as currently in effect, will not have been modified or amended and will be in full force and effect.
Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications, limitations and exceptions set forth below, we are of the opinion that:
1.Based upon the Certificates of Good Standing for each Arizona Guarantor and issued by the Arizona Corporation Commission, each of the Arizona Guarantors has been duly organized and is validly existing and in good standing under the laws of the State of Arizona.

2.The execution and filing with the Commission of the Registration Statement has been duly authorized by all necessary action on the part of each Arizona Guarantor.

3.Each Arizona Guarantor has the requisite power and authority to authorize the form and terms of, and the performance, issuance and sale by each of the Arizona Guarantors of a Guarantee (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of Debt Securities issued under the Indenture as contemplated by the Registration Statement.

4.The execution, delivery and performance of the Indenture and the issuance and sale of any Guarantee by Arizona Guarantors shall be authorized by all necessary corporate or limited liability company action when (a) the specific terms of a particular series of Debt Securities and related Guarantees have been duly established in accordance with the terms of the Indenture and authorized by all necessary corporate, limited partnership or limited liability company action, as applicable, of the Company and the applicable Guarantors; and (b) the series of Debt Securities to which the Guarantees relate shall have been duly issued by the Company.

5.The execution, delivery and performance by the Arizona Guarantors of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by the Arizona Guarantors of the Indenture and the Guarantee will not (A) contravene or violate the Organizational Documents of the Arizona Guarantors, or to our knowledge, any Arizona law, rule or regulation applicable to the Arizona Guarantors or (B) to our knowledge require any authorization, approval or other action by, or notice to or filing with,

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any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect).
Our opinions expressed above are subject to the following qualifications and limitations:
(a)We express no opinion as to the validity and the enforceability of the Opinion Documents and understand you are relying on the opinion of other counsel with respect to such validity and enforceability.

(b)Our opinions are subject to: (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers); and, (ii) possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights.

(c)We are qualified to practice law in the State of Arizona, and we do not purpose to be experts on, or to express any opinion concerning, any law other than the law of the State of Arizona. Our opinions are limited to the laws of the State of Arizona, as applicable, and currently in effect, and we do not express any opinion herein concerning any other law.

(d)Without limiting the generality of any other qualifications and limitations set forth in this opinion letter, we express no opinion concerning any issue arising under any of the following types of laws: securities or “blue sky” laws and regulations (including the Trust Indenture Act of 1939, as amended, and qualification of the Indenture thereunder or the Investment Company Act of 1940, as amended); tax laws; or laws relating to compliance by parties, other than the Arizona Guarantors, with fiduciary duty requirements generally applicable to this transaction; laws relating to fraudulent conveyance or transfers; and local laws and ordinances.

(e)The qualification that this opinion is limited to laws in force and facts existing on the date hereof.

(f)Our opinion set forth in opinion paragraph 1 is based solely upon the Arizona Guarantor company certificates, resolutions, and Certificates of Good Standing for each of the Arizona Guarantors and each provided by the Arizona Corporation Commission dated April 29, 2020.

(g)We have assumed that each of the Arizona Guarantors is solvent, has assets which fairly valued exceed its obligations, liabilities and debts, and has the ability and resources to satisfy its obligations, liabilities and debts as they become due.

(h)Note that we have not participated in the drafting or negotiation of any of the Opinion Documents or other documents or instruments and we express no opinion as to whether any disclosure documents accurately reflect the terms of the Opinion Documents or any other documents or instruments.
Our opinion incorporates by reference, and is to be interpreted in accordance with, the qualifications, assumptions and limitations set forth in the First Amended and Restated Report of the State Bar of Arizona Business Law Section Committee on Rendering Legal Opinions in Business Loans, dated October 20, 2004. This opinion letter is rendered only to the addressee to be used in conjunction with the Opinion Documents. This opinion letter may not be relied upon by any party for any other purpose without our prior written consent. Accordingly, it may not be: (i) used or relied upon by, or quoted or delivered to, any person or entity; or, (ii) used or relied upon for any purpose other than the purpose contemplated in the Opinion Documents without, in each instance, our prior written consent.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

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This opinion letter speaks only as of the date hereof and the opinions expressed herein are limited to the matters stated herein, and no opinions are implied beyond what is expressly stated herein. We expressly disclaim any responsibility to advise any party of any development or circumstance of any kind, or update, revise or supplement this opinion letter, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

	
Very truly yours,	
 	
/s/ TITUS BRUECKNER & LEVINE PLC	

SCHEDULE A
LIST OF MARACAY ENTITIES
Maracay Homes, L.L.C.
Maracay 91, L.L.C.

    

Exhibit 5.4
June 3, 2020
TRI Pointe Group, Inc.
19540 Jamboree Road, Suite 300
Irvine, California 92612
Re: TRI Pointe Group, Inc., Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Washington counsel to TRI Pointe Holdings, Inc., a Washington corporation, and The Quadrant Corporation, a Washington corporation (each, a “Washington Guarantor,” and collectively, the “Washington Guarantors”), in connection with the Registration Statement on Form S-3 filed on June 3, 2020 (the “Registration Statement”) by TRI Pointe Group, Inc., a Delaware corporation (the “Company”) and certain direct and indirect wholly-owned subsidiaries of the Company listed as Additional Registrants thereto, including the Washington Guarantors (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the sale and offering by the Company from time to time, pursuant to Rule 415 promulgated under the Securities Act, of an indeterminate aggregate initial offering price or number of the Company’s debt securities, common stock, preferred stock, warrants, depositary shares, or purchase contracts, and guarantees of its debt securities, or units of any of those securities with other of such securities.
Any debt securities to be issued pursuant to the Registration Statement (the “Debt Securities”) will be issued under an indenture dated May 23, 2016, entered into among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), in the form attached to the Registration Statement as Exhibit 4.9 (the “Base Indenture”), and, if applicable, one or more supplemental indentures thereto (collectively with the Base Indenture, the “Indenture”), and will be guaranteed by the Guarantors (“Guarantees”).
We have examined the originals, or copies certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Base Indenture, (iii) the Action by Unanimous Written Consent of the Board of Directors of each of the Washington Guarantors, dated May 3, 2020, and (iv) such other documents, corporate records, certificates of officers of the Company and the Washington Guarantors and of public officials, and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Washington Guarantors and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1.Each of the Washington Guarantors has been duly organized and is validly existing as a corporation under the laws of the State of Washington.

2.The execution and filing with the Commission of the Registration Statement have been duly authorized by all necessary corporate action on the part of each of the Washington Guarantors.

3.Each of the Washington Guarantors has the requisite corporate power and authority to authorize the form and terms of, and performance, issuance, and sale by each of the Washington Guarantors of, a Guarantee (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of

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June 3, 2020
Page 2

Debt Securities issued under the Indenture as contemplated by the Registration Statement, and to perform its obligations thereunder.

4.The execution, delivery, and performance of the Indenture and the issuance and sale of any Guarantee by either of the Washington Guarantors will be duly authorized by all necessary corporate action when (a) the specific terms of a particular series of Debt Securities and related Guarantees have been duly established in accordance with the terms of the Indenture and authorized by all necessary corporate, limited partnership or limited liability company action, as applicable, of the Company and the applicable Guarantors; and (b) the series of Debt Securities to which the Guarantees relate shall have been duly issued by the Company.

5.The execution, delivery and performance by the Washington Guarantors of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by the Washington Guarantors of the Indenture and the Guarantee will not (A) contravene or violate the organizational documents of the Washington Guarantors, or any law, rule or regulation applicable to the Washington Guarantors or (B) require any authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect).
For purposes of this opinion letter, we have assumed that, at the time of the issuance, sale, and delivery of any Guarantee:
(i)at the time any Debt Securities or Guarantees are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto will be effective and comply with all applicable laws;

(ii)at the Relevant Time, a prospectus supplement will have been filed with the Commission describing the Debt Securities and the Guarantees offered thereby and will comply with all applicable laws;

(iii)any Debt Securities and Guarantees will be issued and sold in the manner stated in the Registration Statement and the prospectus supplement relating thereto;

(iv)at the Relevant Time, the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended, and a Statement of Eligibility on Form T-1 shall have been properly filed with the Commission;

(v)at the Relevant Time, a definitive purchase, underwriting, or similar agreement and any other necessary agreement with respect to any Debt Securities and Guarantees offered or issued will have been duly authorized by all necessary corporate or limited liability company action of the Company and the applicable Guarantors and duly executed and delivered by the Company, the applicable Guarantors and the other parties thereto;

(vi)the execution, delivery, and performance by each of the Washington Guarantors of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by each of the Washington Guarantors of the Indenture and the Guarantee will not result in a default under or breach of any agreement or instrument binding upon either of the Washington Guarantors, or any order, judgment, or decree of any court or governmental authority applicable to either of the Washington Guarantors;

(vii)the authorization by either of the Washington Guarantors of the transactions described above and the instruments, agreements, and other documents entered into or to be entered into by either of the Washington Guarantors, as described above, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, binding character, or enforceability of any such instruments, agreements, or other documents;

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June 3, 2020
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(viii)the Indenture will not have been modified or amended (other than by a supplemental indenture establishing the form and terms of the Debt Securities of any series and, if applicable, creating the form and terms of any related Guarantee); and

(ix)the organizational documents of each of the Washington Guarantors and the resolutions of the directors of each of the Washington Guarantors, each as currently in effect, will not have been modified or amended and will be in full force and effect.
The opinions expressed in this letter are limited to the laws of the State of Washington, and we express no opinion as to the laws of any other jurisdiction (including the federal laws of the United States of America), or the local laws, ordinances, or rules of any municipality, county, or political subdivision of the State of Washington.
This opinion is limited to the effect of the current state of the laws of the State of Washington and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts after such time as the Registration Statement is effective.
Our opinions are furnished solely with regard to the Registration Statement pursuant to Item 16 of Form S-3, and may be relied upon by you and by persons entitled to rely upon them pursuant to the applicable provisions of the Securities Act but, except as set forth in the next paragraph, may not otherwise be used, quoted, or referred to by or filed with any other person or entity without our prior written permission.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. We further consent to the reliance on this opinion by Gibson, Dunn & Crutcher LLP for the purpose of delivering its opinion to be filed as Exhibit 5.1 to the Registration Statement, as to the enforceability of the Indenture and any Debt Securities and Guarantees. In giving these consents, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

	
	
Very truly yours,	
 	
/s/ Fikso Kretschmer Smith Dixon Ormseth PS	

Exhibit 5.5

[MC Letterhead]
June 3, 2020
TRI Pointe Group, Inc.
19540 Jamboree Road, Suite 300
Irvine, CA 92612

Re:    Registration Statement Form S-3
Ladies and Gentlemen:
We have acted as special Nevada counsel to Pardee Homes of Nevada, a Nevada corporation (the “Nevada Guarantor”), in connection with the Registration Statement on Form S-3 filed on June 3, 2020 (the “Registration Statement”) by TRI Pointe Group, Inc., a Delaware corporation (the “Company”), and certain direct and indirect wholly-owned subsidiaries of the Company listed as Additional Registrants thereto, including the Nevada Guarantor (collectively, the “Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the sale by the Company from time to time, pursuant to Rule 415 promulgated under the Securities Act, of an indeterminate aggregate initial offering price or number of the Company’s debt securities, common stock, preferred stock, warrants, depositary shares, or purchase contracts, and guarantees of its debt securities, or units of any of those securities with other of such securities.
Any debt securities to be issued pursuant to the Registration Statement (the “Debt Securities”) will be issued under an indenture dated May 23, 2016, entered into among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), in the form attached to the Registration Statement as Exhibit 4.9 (the “Base Indenture”), and, if applicable, one or more supplemental indentures thereto (collectively with the Base Indenture, the “Indenture”), and will be guaranteed by the Guarantors (“Guarantees”).
In connection with the opinion set forth below, we have examined originals or certified copies of (i) the Registration Statement; (ii) the Base Indenture; (iii) the articles of organization and bylaws of the Nevada Guarantor (the “Organizational Documents”); (iv) a certificate of good standing and existence for the Nevada Guarantor issued by the Nevada Secretary of State dated as of April 29, 2020; and (v) certain resolutions of the directors of the Nevada Guarantor dated May 3, 2020. We also have made such investigations of law and examined originals or copies of such other documents and records as we have deemed necessary and relevant as a basis for the opinion hereinafter expressed. With your approval, we have relied as to certain matters on information and certificates obtained from public officials, officers of the Nevada Guarantor and other sources believed by us to be responsible. In the course of the foregoing investigations and examinations, we have assumed (i) the genuineness of all signatures on, and the authenticity of, all documents and records submitted to us as originals and the conformity to original documents

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June 3, 2020
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and records of all documents and records submitted to us as copies, (ii) the truthfulness of all statements of fact set forth in the documents and records examined by us and (iii) the legal capacity and competency of all natural persons.

Based upon the foregoing and subject to the qualifications, limitations and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

1.The Nevada Guarantor is a validly existing corporation in good standing under the laws of the State of Nevada.

2.The execution and filing with the Commission of the Registration Statement have been duly authorized by all necessary corporate action on the part of the Nevada Guarantor.

3.The Nevada Guarantor has the requisite corporate power and authority to authorize the form and terms of, and the performance, issuance and sale by the Nevada Guarantor of, a Guarantee (and, if relevant, the execution and delivery of such Guarantee or any notation of such Guarantee) of any series of Debt Securities issued under the Indenture as contemplated by the Registration Statement.

4.The execution, delivery and performance of the Indenture and the issuance and sale of any Guarantee by the Nevada Guarantor will be duly authorized by all necessary corporate action when (a) the specific terms of a particular series of Debt Securities and related Guarantees have been duly established in accordance with the terms of the Indenture and authorized by all necessary corporate, limited partnership or limited liability company action, as applicable, of the Company and the applicable Guarantors; and (b) the series of Debt Securities to which the Guarantees relate shall have been duly issued by the Company.

5.The execution, delivery and performance by the Nevada Guarantor of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by the Nevada Guarantor of the Indenture and the Guarantee will not (A) contravene or violate the Organizational Documents of the Nevada Guarantor, or any Nevada statutes or applicable regulations thereunder or (B) require any authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect).
For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of any Guarantee: (i) at the time any Debt Securities or Guarantees are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto will be effective and will comply with all applicable laws; (ii) at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities and the Guarantees offered thereby and will comply with all applicable laws; (iii) any Debt Securities and Guarantees will be issued and sold in the

TRI Pointe Group, Inc.
June 3, 2020
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manner stated in the Registration Statement and the prospectus supplement relating thereto; (iv) at the Relevant Time, the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended, and Statement of Eligibility on Form T-1 shall have been properly filed with the Commission; (v) at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Debt Securities and Guarantees offered or issued will have been duly authorized by all necessary corporate or limited liability company action of the Company and the applicable Guarantors and duly executed and delivered by the Company, the applicable Guarantors and the other parties thereto; (vi) the execution, delivery and performance by the Nevada Guarantor of a supplemental indenture or notation of Guarantee creating the form and terms of such Guarantee and the performance by the Nevada Guarantor of the Indenture and the Guarantee will not result in a default under or breach of any agreement or instrument binding upon the Nevada Guarantor, or any order, judgment or decree of any court or governmental authority applicable to the Nevada Guarantor; (vii) the authorization by the Nevada Guarantor of the transactions described above and the instruments, agreements and other documents entered into or to be entered into by the Nevada Guarantor, as described above, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, binding character or enforceability of any such instruments, agreements or other documents; (viii) the Indenture will not have been modified or amended (other than by a supplemental indenture establishing the form and terms of the Debt Securities of any series and, if applicable, creating the form and terms of any related Guarantee); and (ix) the Organizational Documents of the Nevada Guarantor and the resolutions of the board of directors of the Nevada Guarantor, each as currently in effect, will not have been modified or amended and will be in full force and effect.
The opinions expressed herein are limited to the laws of the State of Nevada and we express no opinion as to the laws of any other jurisdiction (including the federal laws of the United States of America), or the local laws, ordinances or rules of any municipality, county or political subdivision of the State of Nevada, or the effect any such laws may have on the matters set forth herein, nor do we express any opinion as to the validity, enforceability or scope of, or limitations on, any provisions relating to rights to indemnification or contribution. No opinions are expressed herein as to matters governed by laws pertaining to the Nevada Guarantor solely because of the business activities of such entity which are not applicable to business entities generally. The opinions expressed herein are limited to the matters stated herein, and no opinions are implied or may be inferred beyond the matters expressly stated herein. In no way limiting the generality of the foregoing, we express no opinion concerning the enforceability of the Indenture, the Debt Securities or the Guarantees.
This letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This letter speaks only as of the date hereof. We assume no obligation to revise or supplement this letter should the presently applicable laws be changed by legislative action, judicial decision or otherwise.

Our opinions are furnished solely with regard to the Registration Statement pursuant to Item 16 of Form S-3 and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, may be relied upon by you and by persons entitled to rely upon them

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June 3, 2020
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pursuant to the applicable provisions of the Securities Act but, except as set forth in the next paragraph, may not otherwise be used, quoted or referred to by or filed with any other person or entity without prior written permission.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving such consents, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ McDonald Carano LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of TRI Pointe Group, Inc. for the registration of debt securities, common stock, preferred stock, warrants, depositary shares, purchase contracts, guarantees, or units and to the incorporation by reference therein of our reports dated February 19, 2020, with respect to the consolidated financial statements of TRI Pointe Group, Inc., and the effectiveness of internal control over financial reporting of TRI Pointe, Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Irvine, California
June 2, 2020

Exhibit 25.1
_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

	
		
800 Nicollet Mall
Minneapolis, Minnesota	
55402	
(Address of principal executive offices)	(Zip Code)	
                        
Fonda Hall
U.S. Bank National Association
633 W 5th Street
Los Angeles, CA 90071
(213) 615-6023
(Name, address and telephone number of agent for service)
                                                       
Tri Pointe Group, Inc.
(Issuer with respect to the Securities)

		
Delaware	61-1763235	
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)	

	
		
19540 Jamboree Road, Suite 300
Irvine, California	92612	
(Address of Principal Executive Offices)	(Zip Code)	
    
Debt Securities
(Title of the Indenture Securities)

FORM T-1

Item 1.  GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)	Name and address of each examining or supervising authority to which it is subject.	
Comptroller of the Currency
Washington, D.C.

b)    Whether it is authorized to exercise corporate trust powers.
Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None

Items 3-15	Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.	
    
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.    A copy of the existing bylaws of the Trustee.**
 
5.    A copy of each Indenture referred to in Item 4. Not applicable.

6.    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.    Report of Condition of the Trustee as of December 31, 2019 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
        
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 3rd of June, 2020.

	
			
 	By:	/s/ Fonda Hall	
 	 	Fonda Hall	
 	 	Vice President	

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Exhibit 2

4

Exhibit 3

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: June 3, 2020

			
 	By:	/s/ Fonda Hall	
 	 	Fonda Hall	
 	 	Vice President	

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2019

($000’s)

				
 	 	12/31/2019	
Assets	 	$	22,256,667	
Cash and Balances Due From	 	 	
Depository Institutions	 	120,982,766	
Securities	 	881,341	
Federal Funds	 	297,660,359	
Loans & Lease Financing Receivables	 	5,895,381	
Fixed Assets	 	12,915,451	
Intangible Assets	 	25,412,255	
Other Assets	 	$	486,004,220	
Total Assets	 	 	
 	 	 	
Liabilities	 	 	
Deposits	 	$	374,303,872	
Fed Funds	 	1,094,396	
Treasury Demand Notes	 	0	
Trading Liabilities	 	769,407	
Other Borrowed Money	 	41,653,916	
Acceptances	 	0	
Subordinated Notes and Debentures	 	3,850,000	
Other Liabilities	 	14,940,126	
Total Liabilities	 	$	436,611,717	
 	 	 	
Equity	 	 	
Common and Preferred Stock	 	18,200	
Surplus	 	14,266,915	
Undivided Profits	 	34,306,761	
Minority Interest in Subsidiaries	 	800,627	
Total Equity Capital	 	$	49,392,503	
 	 	 	
Total Liabilities and Equity Capital	 	$	486,004,220	

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