0001193125-17-270638.txt : 20171004 0001193125-17-270638.hdr.sgml : 20171004 20170828181135 ACCESSION NUMBER: 0001193125-17-270638 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M I HOMES INC CENTRAL INDEX KEY: 0000799292 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 311210837 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 6144188000 FORMER COMPANY: FORMER CONFORMED NAME: M I SCHOTTENSTEIN HOMES INC DATE OF NAME CHANGE: 19931228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes Development III, LLC CENTRAL INDEX KEY: 0001688175 IRS NUMBER: 311210837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes Development I,LLC CENTRAL INDEX KEY: 0001688172 IRS NUMBER: 311210837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-80000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes Development II, LLC CENTRAL INDEX KEY: 0001688174 IRS NUMBER: 311210837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-80000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northeast Office Venture, Ltd Liability Co CENTRAL INDEX KEY: 0001327654 IRS NUMBER: 311444839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: Northeast Office Venture, LLC DATE OF NAME CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of Delaware, LLC CENTRAL INDEX KEY: 0001663422 IRS NUMBER: 320441087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-80000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of Chicago, LLC CENTRAL INDEX KEY: 0001511786 IRS NUMBER: 412240732 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of DFW, LLC CENTRAL INDEX KEY: 0001588628 IRS NUMBER: 463294033 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of Minneapolis/St. Paul, LLC CENTRAL INDEX KEY: 0001663421 IRS NUMBER: 474842229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-80000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of Sarasota, LLC CENTRAL INDEX KEY: 0001663424 IRS NUMBER: 474842229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-80000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: M/I Enterprises, LLC DATE OF NAME CHANGE: 20160112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF DC, LLC CENTRAL INDEX KEY: 0001327672 IRS NUMBER: 731668967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF RALEIGH, LLC CENTRAL INDEX KEY: 0001327668 IRS NUMBER: 731668974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF CHARLOTTE, LLC CENTRAL INDEX KEY: 0001327669 IRS NUMBER: 731668983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of Houston, LLC CENTRAL INDEX KEY: 0001512009 IRS NUMBER: 800569230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of San Antonio, LLC CENTRAL INDEX KEY: 0001514488 IRS NUMBER: 800687761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MHO, LLC CENTRAL INDEX KEY: 0001327647 IRS NUMBER: 731668967 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF FLORIDA, LLC CENTRAL INDEX KEY: 0001327661 IRS NUMBER: 753087790 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF TAMPA, LLC CENTRAL INDEX KEY: 0001327662 IRS NUMBER: 753087792 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF ORLANDO, LLC CENTRAL INDEX KEY: 0001327663 IRS NUMBER: 753087793 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF WEST PALM BEACH, LLC CENTRAL INDEX KEY: 0001327664 IRS NUMBER: 753087794 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MHO HOLDINGS, LLC CENTRAL INDEX KEY: 0001327674 IRS NUMBER: 753087795 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of Indiana, L.P. CENTRAL INDEX KEY: 0001327655 IRS NUMBER: 043661814 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes First Indiana LLC CENTRAL INDEX KEY: 0001327656 IRS NUMBER: 311210837 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: M/I Homes First Indiana, LLC DATE OF NAME CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes Second Indiana LLC CENTRAL INDEX KEY: 0001327653 IRS NUMBER: 311210837 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: M/I HOMES SECOND INDIANA, LLC DATE OF NAME CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Prince George Utilities, LLC CENTRAL INDEX KEY: 0001512011 IRS NUMBER: 272403139 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wilson Farm, L.L.C. CENTRAL INDEX KEY: 0001327676 IRS NUMBER: 522009441 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: WILSON FARM, LLC DATE OF NAME CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fields at Perry Hall, L.L.C. CENTRAL INDEX KEY: 0001327675 IRS NUMBER: 522293749 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: FIELDS AT PERRY HALL, LLC DATE OF NAME CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes Service, LLC CENTRAL INDEX KEY: 0001512010 IRS NUMBER: 311626248 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF CENTRAL OHIO, LLC CENTRAL INDEX KEY: 0001327666 IRS NUMBER: 364530649 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I HOMES OF CINCINNATI, LLC CENTRAL INDEX KEY: 0001327667 IRS NUMBER: 371466139 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M/I Homes of Austin, LLC CENTRAL INDEX KEY: 0001526914 IRS NUMBER: 800739449 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614-418-8000 MAIL ADDRESS: STREET 1: 3 EASTON OVAL STREET 2: SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: M/I Homes of Grandview Yard, LLC DATE OF NAME CHANGE: 20110728 CORRESP 1 filename1.htm CORRESP

[M/I HOMES, INC. LETTERHEAD]

August 28, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re: M/I Homes, Inc.

Registration Statement on Form S-4

Filed August 28, 2017 (File Nos. 333-220210 and 333-220210-01 through 333-220210-30)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement on Form S-4, relating to the offer by M/I Homes, Inc. (the “Company”) and its subsidiary guarantors to exchange up to $250 million aggregate principal amount of 5.625% Senior Notes due 2025 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of outstanding 5.625% Senior Notes due 2025 (the “Original Notes”), which were offered and sold in a private placement transaction that was exempt from the registration requirements of the Securities Act, on behalf of the Company, I hereby represent that:

 

  (1) The Company is registering the Exchange Notes in reliance on the positions enunciated by the staff of the Securities and Exchange Commission (the “Staff”) in the Exxon Capital Holdings Corp. (available May 13, 1988), Morgan Stanley & Co. (available June 5, 1991) and Shearman & Sterling (available July 2, 1993) SEC No-Action Letters.

 

  (2) Neither the Company nor any affiliate of the Company has entered into any arrangement or understanding with any person, including any broker-dealer, to distribute the Exchange Notes and, to the best of the Company’s information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes.

 

  (3) The Company will make each person participating in the exchange offer aware (through the exchange offer prospectus or otherwise) that, if such person is using the exchange offer for the purpose of participating in a distribution of the Exchange Notes, such person (i) could not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretive letters of similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

  (4) The Company will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Original Notes acquired for its own account as a result of market making activities or other trading activities, and who receives Exchange Notes in exchange for such Original Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act, which may be the exchange offer prospectus so long as it contains a plan of distribution with respect to such resale transactions, in connection with any resale of such Exchange Notes.

 

  (5) The Company will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer provisions to the effect that, by accepting the exchange offer:

 

  •   an exchange offeree that is not a broker dealer will represent to the Company that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes; and

 

  •   an exchange offeree that is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the exchange offer. The transmittal letter or similar documentation will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Please do not hesitate to contact the undersigned at (614) 418-8014 or the Company’s outside counsel, Adam K. Brandt of Vorys, Sater, Seymour and Pease LLP, at (614) 464-6426 with any questions or comments regarding the foregoing.

 

Very truly yours,
M/I HOMES, INC.
By:  

/s/ J. Thomas Mason

  J. Thomas Mason, Executive Vice President,
  Chief Legal Officer and Secretary