ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 22, 2020, M/I Homes, Inc. (the "Company") completed its offering of $400 million aggregate principal amount of its 4.950% Senior Notes due 2028 (the "New Senior Notes"). The New Senior Notes were sold only to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and certain investors pursuant to Regulation S under the Securities Act.

The offering was consummated pursuant to the terms of a purchase agreement, dated as of January 7, 2020, by and among the Company, as issuer, certain subsidiaries of the Company, as guarantors (the "Guarantors"), and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the initial purchasers of the New Senior Notes.



On January 22, 2020, the Company used a portion of the net proceeds from the
offering of the New Senior Notes to redeem all $300 million aggregate principal
amount of its outstanding 6.75% Senior Notes due 2021 (the "2021 Senior Notes").
The Company intends to use the balance of the net proceeds to repay borrowings
under its $500 million unsecured revolving credit facility (the "Credit
Facility") and, to the extent there are any net proceeds remaining thereafter,
for general corporate purposes. See Item 8.01 below for a discussion of the
redemption of the 2021 Senior Notes.
The New Senior Notes have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state securities laws.
Indenture
The New Senior Notes were issued under an indenture, dated as of January 22,
2020 (the "Indenture"), by and among the Company, the Guarantors and U.S. Bank
National Association, as trustee (the "Trustee"). The New Senior Notes are fully
and unconditionally guaranteed on a senior unsecured basis by all of the
Company's subsidiaries that, as of the date of issuance of the New Senior Notes,
are guarantors under the Credit Facility and the Company's 5.625% Senior Notes
due 2025. The New Senior Notes are senior unsecured obligations of the Company.
The New Senior Notes will bear interest at a rate of 4.950% per year, payable
semiannually in arrears on February 1 and August 1 of each year, beginning on
August 1, 2020. The New Senior Notes will mature on February 1, 2028.
The Company may redeem some or all of the New Senior Notes at any time prior to
February 1, 2023 at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the redemption date, plus
a "make-whole" amount set forth in the Indenture. On or after February 1, 2023,
the Company may redeem some or all of the New Senior Notes at the redemption
prices set forth in the Indenture. In addition, prior to February 1, 2023, the
Company may redeem up to 40% of the New Senior Notes from the net cash proceeds
of one or more qualified equity offerings at a redemption price equal to
104.950% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the redemption date, provided that at least 60% of the aggregate
principal amount of the New Senior Notes remains outstanding after the
redemption and such redemption occurs within 90 days of the date of closing of
such qualified equity offering. If the Company experiences specific kinds of
changes of control described in the Indenture, the Company will be required to
make an offer to purchase all of the New Senior Notes at a purchase price of
101% of the principal amount, plus accrued and unpaid interest, if any, to the
date of purchase.
The Indenture contains certain covenants that limit the ability of the Company
and the Restricted Subsidiaries (as defined in the Indenture) to, among other
things: (1) incur additional indebtedness or liens; (2) pay dividends or make
other distributions or repurchase or redeem the Company's stock or other equity
interests; (3) make investments; (4) sell assets; (5) create or permit
restrictions on the ability of the Restricted Subsidiaries to pay dividends or
make other distributions to the Company; (6) engage in transactions with
affiliates; and (7) consolidate or merge with or into other companies, liquidate
or sell or otherwise dispose of all or substantially all of the Company's
assets. These covenants are subject to important exceptions and qualifications
as described in the Indenture. If the New Senior Notes receive an investment
grade rating from both Standard & Poor's Rating Group and Moody's Investors
Service, Inc., certain of these covenants will no longer apply.
The New Senior Notes and the Indenture contain customary events of default,
including, without limitation: (1) failure to pay interest on the New Senior
Notes for 30 days after becoming due; (2) failure to pay principal on the New
Senior Notes when due; (3) failure to comply with certain agreements, covenants
or obligations contained in the Indenture for a period of 60 days; (4) failure
to comply with any other agreement or covenant in the Indenture and continuance
of this failure for 60 days after notice of the failure has been given to the
Company by the Trustee or by the holders of at least 25% of the aggregate
principal amount of the New Senior Notes then outstanding; (5) certain defaults
under other mortgages, indentures, instruments or agreements involving
indebtedness in an aggregate amount of $25 million or more; (6) certain
judgments or orders that exceed $25 million in the aggregate that have not been
satisfied, stayed, annulled or rescinded within 60 days of being entered; (7)
certain bankruptcy

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. . .


ITEM 1.02  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

The information set forth under Item 8.01 below is incorporated into this Item 1.02 by reference.




ITEM 2.03    CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
             OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information regarding the New Senior Notes set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

ITEM 8.01 OTHER EVENTS

On January 22, 2020 (the "Redemption Date"), in connection with the issuance of the New Senior Notes, the Company redeemed all $300 million aggregate principal amount of its outstanding 2021 Senior Notes in accordance with the terms of the indenture governing the 2021 Senior Notes at a redemption price of $1,000 per $1,000 principal amount of 2021 Senior Notes, plus accrued and unpaid interest on such principal amount of 2021 Senior Notes to, but not including, the Redemption Date (the "Redemption Price"). As of the Redemption Date, the 2021 Senior Notes were no longer deemed to be outstanding, interest on the 2021 Senior Notes ceased to accrue and all rights with respect to the 2021 Senior Notes ceased, except the right to receive the Redemption Price.

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ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
(d)  Exhibits.
Exhibit No.    Description of Exhibit

    4.1          Indenture, dated as of January 22, 2020, by and among M/I Homes,
               Inc., the guarantors named therein and U.S. Bank National
               Association, as trustee  .

    4.2        Form of 4.950% Senior Notes due 2028 (included in Exhibit 4.1).

    4.3          Registration Rights Agreement, dated as of January 22, 2020, by
               and among M/I Homes, Inc., the guarantors named therein and the
               initial purchasers named therein  .

    104        Cover Page Interactive Data File (embedded within the Inline XBRL
               document).*

*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

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