M/I Homes, Inc S-4, filed Mar 6, 2020

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

M/I Homes, Inc. (MHO)

S-4 2020-03-06

View Original

Added on October 21, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)		☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)		☐



Title of each class of securities to be registered	Amount to be registered	Proposed Maximum Offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
M/I Homes, Inc. 4.95% Senior Notes due 2028	$400,000,000	100%	$400,000,000	$51,920
Guarantees of 4.95% Senior Notes due 2028 by certain subsidiaries of M/I Homes, Inc.(2)	—	—	—	—


Exact name of co-registrant as specified in its charter*	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
MHO Holdings, LLC	Florida		75-3087795
MHO, LLC	Florida		75-3087795
M/I Homes Development I, LLC	Delaware		31-1210837
M/I Homes First Indiana LLC	Indiana		31-1210837
M/I Homes of Alabama, LLC	Delaware		82-2704421
M/I Homes of Austin, LLC	Ohio		80-0739449
M/I Homes of Central Ohio, LLC	Ohio		36-4530649
M/I Homes of Charlotte, LLC	Delaware		73-1668983
M/I Homes of Chicago, LLC	Delaware		41-2240732
M/I Homes of Cincinnati, LLC	Ohio		37-1466139
M/I Homes of DC, LLC	Delaware		73-1668967
M/I Homes of Delaware, LLC	Delaware		32-0441087
M/I Homes of DFW, LLC	Delaware		46-3294033
M/I Homes of Florida, LLC	Florida		75-3087790
M/I Homes of Houston, LLC	Delaware		80-0569230
M/I Homes of Indiana, L.P.	Indiana		04-3661814
M/I Homes of Michigan, LLC	Delaware		82-3654896
M/I Homes of Minneapolis/St. Paul, LLC	Delaware		47-4772043
M/I Homes of Orlando, LLC	Florida		75-3087793
M/I Homes of Raleigh, LLC	Delaware		73-1668974
M/I Homes of San Antonio, LLC	Delaware		80-0687761
M/I Homes of Sarasota, LLC	Delaware		47-4842229
M/l Homes of Tampa, LLC	Florida		75-3087792
M/I Homes of West Palm Beach, LLC	Florida		75-3087794
M/I Homes Second Indiana LLC	Indiana		31-1210837
M/I Homes Service, LLC	Ohio		31-1626248
Northeast Office Venture, Limited Liability Company	Delaware		31-1444839
Prince Georges Utilities, LLC	Maryland		27-2403139
The Fields at Perry Hall, L.L.C.	Maryland		52-2293749
Wilson Farm, L.L.C.	Maryland		52-2009441


	Page
Forward-Looking Statements		ii
Summary		1
Risk Factors		8
Use of Proceeds		22
Capitalization		23
Selected Consolidated Financial Data		24
Description of Other Indebtedness		25
The Exchange Offer		30
Description of Notes		39
Certain U.S. Federal Income Tax Consequences		73
Plan of Distribution		78
Legal Matters		79
Experts		79
Where You Can Find More Information		79
Incorporation by Reference		80



Original Notes		On January 22, 2020, we issued and sold $400 million aggregate principal amount of the original notes to the initial purchasers in a private placement transaction that was exempt from the registration requirements of the Securities Act. In connection with the private placement, we entered into a registration rights agreement, dated as of January 22, 2020, with the initial purchasers of the original notes, pursuant to which we agreed to exchange the original notes for exchange notes which we agreed to register under the Securities Act, and we also granted holders of the original notes rights under certain circumstances to have resales of their original notes registered under the Securities Act. The exchange offer is intended to satisfy our obligations under the registration rights agreement. We issued the original notes under an indenture, dated as of January 22, 2020, among us, the subsidiary guarantors and U.S. Bank National Association, as trustee. The exchange notes will be issued under the same indenture and entitled to the benefits of the indenture. The exchange notes will evidence the same debt as the original notes. The original notes and the exchange notes will be treated as a single class of debt securities under the indenture. The issuance of the original notes is represented by one or more global notes registered in the name of a nominee of The Depository Trust Company (“DTC”). Participants in DTC’s system who have accounts with DTC hold interests in the global notes in book-entry form. Accordingly, ownership of beneficial interests in the original notes is limited to DTC participants or persons who hold their interests through DTC participants.

The Exchange Offer		We are offering to exchange up to $400 million aggregate principal amount of the exchange notes, which have been registered under the Securities Act, for an equal principal amount of the original notes that are validly tendered and accepted in the exchange offer. The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will not be subject to the transfer restrictions, registration rights and additional interest provisions applicable to the original notes. If all outstanding original notes are tendered for exchange, there will be $400 million principal amount of 4.95% Senior Notes due 2028 (that have been registered under the Securities Act) outstanding after this exchange offer.

Expiration Time		The exchange offer will expire at 11:59 p.m., New York City time, on , 2020, unless extended, in which case the expiration time will be the latest date and time to which we extend the exchange offer. See “The Exchange Offer—Expiration Time; Extensions; Amendments.”



Accrued Interest on Original Notes and Exchange Notes		Exchanging original notes for exchange notes will not affect the amount of interest a holder will receive. The exchange notes will accrue interest from and including their date of issuance at the same rate (4.95% per annum) and on the same terms as the original notes. Interest will be payable semi-annually in arrears on each February 1 and August 1, commencing on August 1, 2020. When the first interest payment is made with regard to the exchange notes, we will also pay interest on the original notes that are exchanged, from the date they were issued or the most recent interest date on which interest has been paid (if applicable) to, but not including, the day the exchange notes are issued. Interest on the original notes that are exchanged will cease to accrue on the day prior to the date on which the exchange notes are issued.

Procedures for Tendering Original Notes		To exchange your original notes for exchange notes, you must validly tender and not validly withdraw your original notes at or before the expiration time. If you are a participant in DTC’s system, you may tender your original notes through book-entry transfer in accordance with DTC’s Automated Tender Offer Program, known as ATOP. If you wish to participate in the exchange offer, you must, at or prior to the expiration time: • complete, sign and date the accompanying letter of transmittal in accordance with the instructions contained therein, and deliver the letter of transmittal, together with your original notes and any other documents required by the letter of transmittal, to the exchange agent at the address set forth under “The Exchange Offer— Exchange Agent”; or • if your original notes are tendered pursuant to the procedures for book-entry transfer, arrange for DTC to (i) transmit to the exchange agent certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, (ii) transfer your original notes into the exchange agent’s account at DTC and (iii) send the exchange agent confirmation of such book-entry transfer. You may tender your original notes in whole or in part. However, if you tender less than all of your original notes, you may tender your original notes only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. See “The Exchange Offer— Procedures for Tendering Original Notes.”

Guaranteed Delivery Procedures		If you wish to tender your original notes and: • certificates for your original notes are not immediately available; • the letter of transmittal, your original notes or any other required documents cannot be delivered to the exchange agent at or prior to the expiration time; or • the procedures for book-entry transfer cannot be completed at or prior to the expiration time, you may tender your original notes according to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures.”
Special Procedures for Beneficial Owners		If you beneficially own original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your original notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf. If



		you wish to tender on your own behalf, you must either (i) make appropriate arrangements to register ownership of the original notes in your name or (ii) obtain a properly completed bond power from the registered holder of the original notes before completing, signing and delivering the letter of transmittal, together with your original notes and any other required documents, to the exchange agent. See “The Exchange Offer—Procedures for Tendering Original Notes.”

Withdrawal of Tenders		You may withdraw your tender of original notes at any time prior to the expiration time by delivering a written notice of withdrawal to the exchange agent in accordance with the procedures described under “The Exchange Offer—Withdrawal of Tenders.”

Conditions to the Exchange Offer		The exchange offer is subject to customary conditions, some of which we may waive. The exchange offer is not conditioned upon the tender of any minimum principal amount of original notes. We reserve the right to amend or terminate the exchange offer at any time prior to the expiration time if any condition to the exchange offer is not satisfied. See “The Exchange Offer—Conditions to the Exchange Offer.”

Acceptance of Original Notes and Delivery of Exchange Notes		Subject to satisfaction or waiver of the conditions to the exchange offer, promptly following the expiration time, we will accept any and all original notes that are validly tendered and not validly withdrawn and will issue the exchange notes. See “The Exchange Offer—Acceptance of Original Notes for Exchange; Delivery of Exchange Notes.”
Resales of Exchange Notes		We believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that: • you acquire the exchange notes in the ordinary course of your business; • you have no arrangement or understanding with any person to participate, you are not participating, and you do not intend to participate, in the distribution of the exchange notes (within the meaning of the Securities Act); • you are not an “affiliate” (as such term is defined in Rule 405 under the Securities Act) of ours; • you are not tendering original notes that have, or that are reasonably likely to have, the status of an unsold allotment of the initial placement of the original notes; and • if you are a broker-dealer, (i) you receive the exchange notes for your own account, (ii) you acquired the original notes as a result of market-making activities or other trading activities and (iii) you deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. If you do not meet these requirements, you may not participate in the exchange offer, and any sale or transfer of your original notes must comply with the registration and prospectus delivery requirements of the Securities Act. Our belief is based on interpretations by the staff of the SEC contained in several no-action letters issued to third parties. The staff of the SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make



		a similar determination with respect to this exchange offer. If our belief is not accurate and you sell or transfer any exchange notes without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability. See “The Exchange Offer—Resales of the Exchange Notes.”

Broker-Dealer Prospectus Delivery Requirements		Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. See “Plan of Distribution.”

Consequences of Failure to Exchange Your Original Notes		If you do not exchange your original notes in the exchange offer, your original notes will continue to be subject to the restrictions on transfer set forth in the indenture and the legend on the original notes. In general, the original notes may not be offered, resold or otherwise transferred unless they are registered under the Securities Act or offered or sold under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. If a substantial amount of the original notes is tendered and accepted for exchange, the liquidity and trading market for the original notes that you continue to own may be significantly limited. See “The Exchange Offer—Consequences of Failure to Exchange Original Notes.”

Registration Rights Agreement		We are making the exchange offer to satisfy our obligations under the registration rights agreement. After the exchange offer is consummated, except in limited circumstances, you will no longer be entitled to any exchange or registration rights with respect to any original notes that you continue to own.

Certain U.S. Federal Income Tax Consequences		The exchange of your original notes for exchange notes will not be a taxable event for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Consequences.”

Dissenters’ Rights		Holders do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Exchange Agent		U.S. Bank National Association is serving as the exchange agent for the exchange offer. See “The Exchange Offer—Exchange Agent.”

Use of Proceeds		We will receive no proceeds from the issuance of exchange notes in the exchange offer. See “Use of Proceeds.”



Issuer		M/I Homes, Inc., an Ohio corporation.

Notes Offered		$400 million aggregate principal amount of 4.95% Senior Notes due 2028.

Maturity		The exchange notes will mature on February 1, 2028.

Interest		The exchange notes will accrue interest at the rate of 4.95% per annum. Interest on the exchange notes will be payable semi-annually in arrears on each February 1 and August 1, commencing on August 1, 2020.

Optional Redemption		We may redeem some or all of the 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, as described under “Description of Notes—Optional Redemption.” On or after February 1, 2023, we may redeem some or all of the notes at the redemption prices set forth under “Description of Notes—Optional Redemption.” In addition, prior to February 1, 2023, we may redeem up to 40% of the 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 notes remains outstanding after the redemption and such redemption occurs within 90 days of the date of closing of such qualified equity offering.

Change of Control Offer		If we experience specific kinds of changes of control, we will be required to make an offer to purchase all of the notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. See “Description of Notes—Change of Control.”

Guarantees		The exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by all of our subsidiaries that have guaranteed the original notes. For the fiscal year ended December 31, 2019, our non-guarantor subsidiaries accounted for approximately $55.3 million, or 2.2%, of our total revenues, and as of December 31, 2019, our non-guarantor subsidiaries accounted for approximately $185.6 million, or 8.8%, of our total assets and $147.4 million, or 13.4%, of our total liabilities.

Ranking		The exchange notes and the guarantees of the exchange notes will be our and our subsidiary guarantors’ unsecured senior obligations and will: (i) rank equally in right of payment with all our and our subsidiary guarantors’ existing and future unsecured senior indebtedness; (ii) rank senior in right of payment to all our and our subsidiary guarantors’ existing and future subordinated indebtedness; and (iii) be effectively subordinated to all of our and our subsidiary guarantors’ existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The exchange notes will be structurally subordinated to the liabilities of any of our subsidiaries that do not guarantee the exchange notes to the extent of the assets of such non-guarantor subsidiaries.



Certain Covenants		The indenture includes covenants that limit our ability and the ability of our restricted subsidiaries to, among other things: • incur additional indebtedness or liens; • pay dividends or make other distributions or repurchase or redeem our stock or other equity interests; • make investments; • sell assets; • create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us; • engage in transactions with affiliates; and • consolidate or merge with or into other companies, liquidate or sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to important exceptions and qualifications that are described in “Description of Notes—Certain Covenants.” If the notes receive an investment grade rating by both Moody’s and Standard & Poor’s, then our obligation to comply with certain of these covenants will cease. See “Description of Notes—Certain Covenants.”

Absence of an Established Trading Market		The exchange notes will be a new issue of securities for which no public market currently exists. We do not intend to apply for the exchange notes to be listed on any national securities exchange or to arrange for their quotation on any automated dealer quotation system. We cannot assure you that any active or liquid market for the exchange notes will develop or be maintained.

Book-Entry Form		The exchange notes will be issued in book-entry form and will be represented by one or more global notes deposited with a custodian for, and registered in the name of a nominee of, DTC, as depositary. Beneficial interests in the exchange notes will be shown on, and transfers of the exchange notes will be effected only through, records maintained in book-entry form by DTC and its participants.

Trustee		U.S. Bank National Association

Risk Factors		You should carefully consider all of the information contained and incorporated by reference in this prospectus before deciding whether to participate in the exchange offer. See “Risk Factors” beginning on page [•] for a discussion of certain risks you should consider in making your investment decision.


	As of December 31, 2019
	Actual			As Adjusted
	(dollars in thousands, except par values)
Cash and restricted cash(1)	$	6,083		$	33,555

Debt:
Homebuilding revolving credit facility(2)	$	66,000		$	—
6.75% senior notes due 2021 (3)		300,000			—
5.625% senior notes due 2025		250,000			250,000
4.95% senior notes due 2028		—			400,000
Note payable—other		5,828			5,828

Total homebuilding debt		621,828			655,828
M/I Financial credit facilities(4)		136,904			136,904

Total debt	$	758,732		$	792,732

Shareholders’ Equity:
Common shares—$.01 par value; authorized 58,000,000 shares; 30,137,141 shares issued and outstanding		301			301
Additional paid-in capital		332,861			332,861
Retained earnings(5)		708,579			707,613
Treasury shares—at cost—1,750,685 common shares		(38,264	)		(38,264	)

Total shareholders’ equity	$	1,003,477		$	1,002,511

Total capitalization	$	1,762,209		$	1,795,243


	December 31,
(In thousands, except per share amounts)	2019		2018		2017		2016		2015
Income Statement (Year Ended December 31)
Revenue	$	2,500,290	$	2,286,282	$	1,961,971	$	1,691,327	$	1,418,395
Gross margin	$	489,427	$	443,769	$	393,268	$	329,152	$	300,094
Net income	$	127,587	$	107,663	$	72,081	$	56,609	$	51,763
Preferred dividends	$	—	$	—	$	3,656	$	4,875	$	4,875
Excess of fair value over book value of preferred shares redeemed	$	—	$	—	$	2,257	$	—	$	—
Net income to common shareholders	$	127,587	$	107,663	$	66,168	$	51,734	$	46,888
Earnings per share to common shareholders:
Basic:	$	4.58	$	3.81	$	2.57	$	2.10	$	1.91
Diluted:	$	4.48	$	3.70	$	2.26	$	1.84	$	1.68
Weighted average shares outstanding:
Basic:		27,846		28,234		25,769		24,666		24,575
Diluted:		28,475		29,178		30,688		30,116		30,047
Balance Sheet (December 31):
Inventory	$	1,769,507	$	1,674,460	$	1,414,574	$	1,215,934	$	1,112,042
Total assets	$	2,105,594	$	2,021,581	$	1,864,771	$	1,548,511	$	1,415,554
Notes payable banks—homebuilding operations	$	66,000	$	117,400	$	—	$	40,300	$	43,800
Notes payable banks—financial services operations	$	136,904	$	153,168	$	168,195	$	152,895	$	123,648
Notes payable—other	$	5,828	$	5,938	$	10,576	$	6,415	$	8,441
Convertible senior subordinated notes due 2017—net	$	—	$	—	$	—	$	57,093	$	56,518
Convertible senior subordinated notes due 2018—net	$	—	$	—	$	86,132	$	85,423	$	84,714
Senior notes—net	$	546,080	$	544,455	$	542,831	$	295,677	$	294,727
Shareholders’ equity	$	1,003,477	$	855,303	$	747,298	$	654,174	$	596,566


Year	Percentage
2023		103.713	%
2024		102.475	%
2025		101.238	%
2026 and thereafter		100.000	%


M/I HOMES, INC.

By:		/s/ Robert H. Schottenstein
Name:		Robert H. Schottenstein
Title:		Chairman of the Board, Chief Executive Officer and President


Name and Signature	Title	Date

/s/ Robert H. Schottenstein Robert H. Schottenstein	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	February 29, 2020

/s/ Phillip G. Creek Phillip G. Creek	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)	February 29, 2020

/s/ J. Thomas Mason J. Thomas Mason	Executive Vice President, Chief Legal Officer, Secretary and Director	February 29, 2020

/s/ Ann Marie W. Hunker Ann Marie W. Hunker	Vice President and Corporate Controller (Principal Accounting Officer)	February 29, 2020

/s/ Friedrich K. M. Böhm Friedrich K. M. Böhm	Director	February 29, 2020


M/I HOMES OF FLORIDA, LLC M/I HOMES SECOND INDIANA LLC

By:		M/I HOMES, INC., its sole member

		By: /s/ Robert H. Schottenstein
		Name: Robert H. Schottenstein
		Title: President and Chief Executive Officer


M/I HOMES OF INDIANA, L.P.

By:		M/I HOMES FIRST INDIANA, LLC, its general partner
		By: /s/ Robert H. Schottenstein
		Name: Robert H. Schottenstein
		Title: President and Chief Executive Officer


Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of M/I Homes, Inc. (incorporated herein by reference to Exhibit 3.1 to M/I Homes, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

3.2		Amended and Restated Regulations of M/I Homes, Inc. (incorporated herein by reference to Exhibit 3.4 to M/I Homes, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).

3.3		Amendment to Article I(f) of the Amended and Restated Regulations of M/I Homes, Inc. (incorporated herein by reference to Exhibit 3.1(b) to M/I Homes, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).

3.4		Amendment to Article II(f) of the Amended and Restated Regulations of M/I Homes, Inc., (incorporated herein by reference to Exhibit 3.1 to M/I Homes, Inc.’s Current Report on Form 8-K filed on March 13, 2009).

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 (including the form of 4.95% Senior Notes due 2028) (incorporated herein by reference to Exhibits 4.1 and 4.2 to M/I Homes, Inc.’s Current Report on Form 8-K filed on January 22, 2020).

4.2		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 (incorporated herein by reference to Exhibit 4.3 to M/I Homes, Inc.’s Current Report on Form 8-K filed on January 22, 2020).

4.3		Indenture, dated as of August 3, 2017, by and among M/I Homes, Inc., the guarantors named therein and U.S. Bank National Association, as trustee (including the form of 5.625% Senior Notes due 2025) (incorporated herein by reference to Exhibits 4.1 and 4.2 to M/I Homes, Inc.’s Current Report on Form 8-K filed on August 3, 2017).

5.1*		Opinion of Vorys, Sater, Seymour and Pease LLP.

21.1*		Subsidiaries of M/I Homes, Inc.

23.1*		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

23.2*		Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1).

24.1*		Powers of Attorney (included on signature pages of this registration statement).

25.1*		Statement of Eligibility of Trustee, U.S. Bank National Association, on Form T-1.

99.1*		Form of Letter of Transmittal.

99.2*		Form of Notice of Guaranteed Delivery.

99.3*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

99.4*		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.


800 Nicollet Mall, Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)


3 Easton Oval, Suite 500, Columbus, Ohio		43219
(Address of principal executive offices)		(Zip Code)


Exact name of co-obligor as specified in its charter*	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification No.
MHO Holdings, LLC	Florida	75-3087795
MHO, LLC	Florida	75-3087795
M/I Homes Development I, LLC	Delaware	31-1210837
M/I Homes First Indiana LLC	Indiana	31-1210837
M/I Homes of Alabama, LLC	Delaware	82-2704421
M/I Homes of Austin, LLC	Ohio	80-0739449
M/I Homes of Central Ohio, LLC	Ohio	36-4530649
M/I Homes of Charlotte, LLC	Delaware	73-1668983
M/I Homes of Chicago, LLC	Delaware	41-2240732
M/I Homes of Cincinnati, LLC	Ohio	37-1466139
M/I Homes of DC, LLC	Delaware	73-1668967
M/I Homes of Delaware, LLC	Delaware	32-0441087
M/I Homes of DFW, LLC	Delaware	46-3294033
M/I Homes of Florida, LLC	Florida	75-3087790
M/I Homes of Houston, LLC	Delaware	80-0569230
M/I Homes of Indiana, L.P.	Indiana	04-3661814
M/I Homes of Michigan, LLC	Delaware	82-3654896
M/I Homes of Minneapolis/St. Paul, LLC	Delaware	47-4772043
M/I Homes of Orlando, LLC	Florida	75-3087793
M/I Homes of Raleigh, LLC	Delaware	73-1668974
M/I Homes of San Antonio, LLC	Delaware	80-0687761
M/I Homes of Sarasota, LLC	Delaware	47-4842229
M/l Homes of Tampa, LLC	Florida	75-3087792
M/I Homes of West Palm Beach, LLC	Florida	75-3087794
M/I Homes Second Indiana LLC	Indiana	31-1210837
M/I Homes Service, LLC	Ohio	31-1626248
Northeast Office Venture, Limited Liability Company	Delaware	31-1444839
Prince Georges Utilities, LLC	Maryland	27-2403139
The Fields at Perry Hall, L.L.C.	Maryland	52-2293749
Wilson Farm, L.L.C.	Maryland	52-2009441


☐		CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND TEN (10) COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


Issue to:

Name:
		(Please Print)

Address:




		(Including Zip Code)


		(Taxpayer Identification or Social Security Number) (See Substitute Form W-9 herein or IRS Form W-8)

		Credit Original Notes not exchanged by book-entry transfer to the DTC account set forth below:

		(DTC Account Number)


Mail to:

Name:
		(Please Print)

Address:




		(Including Zip Code)


		(Taxpayer Identification or Social Security Number) (See Substitute Form W-9 herein or IRS Form W-8)

		SIGN HERE TO TENDER YOUR ORIGINAL NOTES IN THE EXCHANGE OFFER

		(Signature of each registered holder of Original Notes*)


SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification	Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Business Name/Disregarded Entity Name, if different from above Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/Estate ☐ Limited liability company. Enter the tax ☐ Other classification (C = C corporation, S = S corporation, P = partnership) Note. Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Address City, state and ZIP code Exemptions (codes apply only to certain entities, not individuals: see W-9 Guidelines) Exempt payee code (if any) Exemption from FATCA reporting code (if any)
	Part 1 — Taxpayer Identification Number — Please provide your TIN in the box at right and certify by signing and dating below. If awaiting TIN, write “Applied For.”	Social Security Number OR Employer Identification Number
	PART 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, (3) I am a U.S. citizen or other U.S. person (including a U.S. resident alien) and (4) The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification Instructions. — You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item 2. The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. SIGNATURE DATE




For this type of account:	GIVE THE NAME AND SOCIAL SECURITY NUMBER or EMPLOYER IDENTIFICATION NUMBER of —	For this type of account:	GIVE THE NAME AND EMPLOYER IDENTIFICATION NUMBER of —

1. Individual	The individual	8. Disregarded entity not owned by an individual	The owner

2. Two or more individuals (joint account), other than an account maintained by a foreign financial institution	The actual owner of the account or, if combined funds, the first individual on the account (1)	9. A valid trust, estate or pension trust	Legal entity (4)

3. Two or more U.S. persons (joint account maintained by a foreign financial institution)	Each holder of the account	10. Corporation or LLC electing corporate status on IRS Form 8832 or IRS Form 2553	The corporation

4. Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	11. Association, club, religious, charitable, educational or other tax-exempt organization	The organization

5. a. The usual revocable savings trust (grantor is also trustee) b. The so-called trust account that is not a legal or valid trust under state law	The grantor-trustee (1) The actual owner (1)	12. Partnership or multi-member LLC 13. A broker or registered nominee	The partnership The broker or nominee

6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Treasury Regulation section 1.671-4(b)(2)(i)(A))	The owner (3) The grantor*	14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments	The public entity


15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Treasury Regulation section 1.671-4(b)(2)(i)(B))		The trust



Signature(s) of Registered Holder(s) or Authorized Signatory: