D.R. Horton, Inc. (NYSE:DHI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Merger Agreement
On June29, 2017, D.R. Horton, Inc. (the Company) entered into an
Agreement and Plan of Merger (the Merger Agreement) with Forestar
Group Inc., a Delaware corporation (Forestar), and Force Merger
Sub, Inc., a Delaware corporation and wholly owned subsidiary of
D.R. Horton (Merger Sub).
to the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub will merge with and into Forestar
(the Merger), with Forestar surviving the Merger (the Surviving
Company).
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger (the Effective Time), each share
of Forestars common stock, par value $1.00 per share (Forestar
Common Stock) will be converted into the right to receive, either
(i) an amount in cash per share of Forestar Common Stock equal to
$17.75 (the Cash Consideration); or
(ii) one share of common stock of the Surviving Company (the
Surviving Company Common Stock),
in each case at the election of the holder of such share of
Forestar Common Stock, subject to proration procedures applicable
to oversubscription and undersubscription for Cash Consideration
by stockholders. The aggregate amount of Cash Consideration will
equal $558,256,373.
Subject to the terms of the Merger Agreement, at the Effective
Time, each award made or otherwise denominated in shares of
Forestar Common Stock (an Equity Award) that is outstanding
immediately prior to the Effective Time under Forestars benefit
plans shall be cancelled and of no further force or effect as of
the Effective Time. In exchange for the cancellation of such
Equity Award, the holder of such Equity Award shall receive from
the Surviving Company the Cash Consideration for each share of
Forestar Common Stock underlying such Equity Award (plus payment
of cash of all accrued dividend equivalents, if any, with respect
to such Equity Awards and, in the case of Equity Awards that are
stock options or stock appreciation rights, less the aggregate
exercise or strike price thereunder, but not less than $0),
whether or not otherwise vested as of the Effective Time. With
respect to any Forestar market-leveraged stock units, the number
of shares of Forestar Common Stock subject to such Equity Awards
shall be determined to the terms set forth in the applicable
award agreements and based on a per share value equal to $17.75
plus reinvested dividends, if any.
Immediately following the Merger, subject to the terms of the
Merger Agreement, it is expected that the Company will hold
shares of Surviving Company Common Stock representing
approximately 75% of the outstanding shares of Surviving Company
Common Stock and the former stockholders of Forestar will hold,
collectively, shares of Surviving Company Common Stock
collectively representing approximately 25% of the outstanding
shares of Surviving Company Common Stock.
Consummation of the Merger is subject to various closing
conditions, including but not limited to (i)approval of the
Merger Agreement by holders of a majority of the outstanding
shares of Forestar Common Stock entitled to vote on the Merger,
(ii)the absence of any law or order prohibiting the Merger,
(iii)the number of dissenting shares shall represent less than
20% of the shares of Forestar Common Stock outstanding
immediately prior to closing, (iv)the effectiveness of Forestars
registration statement on Form S-4 to register the shares of
Surviving Company Common Stock to be issued in the Merger and
approval for listing on the New York Stock Exchange of the
Surviving Company Common Stock to be issued in the Merger, and
(v)the absence of a Company Material Adverse Effect, as defined
in the Merger Agreement.
The parties to the Merger Agreement have each made customary
representations and warranties. Forestar has agreed to various
covenants and agreements, including, among others, (i)Forestars
agreement to conduct its
business in the ordinary course consistent with past practice
during the period between the execution of the Merger Agreement
and the closing of the Merger, and (ii)Forestars agreement to not
solicit proposals relating to alternative transactions to the
Merger or engage in discussions or negotiations with respect
thereto, subject to certain exceptions. Each of the Company,
Forestar and Merger Sub have agreed to various mutual covenants
and agreements, including, among others, (x)each partys agreement
to use reasonable best efforts to take all actions necessary to
consummate and make effective the Merger as promptly as
practicable, and (y)each partys agreement to give prompt notice
to the other of the occurrence, or failure to occur, of any
event, which occurrence or failure to occur is reasonably likely
to cause failures of certain representations and warranties to be
true and correct or to cause material failure to satisfy a
covenant, condition, or agreement to be complied with under the
Merger Agreement.
The Merger Agreement contains specified termination rights for
the Company and Forestar, including a mutual termination right in
the event that the Merger is not consummated by January25, 2018.
Forestar must pay the Company a $20,000,000 termination fee if
the Company terminates the Merger Agreement following a change of
recommendation, or failure to reaffirm the recommendation, of the
Merger by Forestars board of directors (the Forestar Board), or
if Forestar terminates the Merger Agreement to enter into a
definitive agreement with a third party with respect to a
superior proposal, as set forth in, and subject to the conditions
of, the Merger Agreement. Under certain additional circumstances
described in the Merger Agreement, Forestar must also pay the
Company a $20,000,000 termination fee if the Merger Agreement is
terminated in certain specified circumstances while an
alternative acquisition proposal to the Merger has been publicly
made or communicated to the Forestar Board and not withdrawn and,
within twelve months following such termination, Forestar enters
into a definitive agreement with respect to a business
combination transaction of the type described in the relevant
provisions of the Merger Agreement, or such a transaction is
consummated. The Merger Agreement further provides that, upon
termination of the Merger Agreement (i)in the event Forestars
stockholders do not approve the Merger, or (ii)by the Company in
certain circumstances involving a material breach by Forestar of
any of its representations, warranties or covenants under the
Merger Agreement, Forestar will be required to pay to the Company
up to $4,000,000 for expenses incurred by the Company (with such
payment credited to any termination fee subsequently paid by
Forestar).
The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Merger
Agreement, a copy of which is attached hereto as Exhibit 2.1 and
is incorporated herein by reference. It is not intended to
provide any factual information about the Company, Forestar or
their respective subsidiaries and affiliates. The Merger
Agreement contains representations and warranties by each of the
parties to the Merger Agreement, which were made only for
purposes of that agreement and as of specified dates. The
representations, warranties and covenants in the Merger Agreement
were made solely for the benefit of the parties to the Merger
Agreement; are subject to limitations agreed upon by the
contracting parties, including being qualified by confidential
disclosure schedules; may have been made for the purposes of
allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts; and are
subject to standards of materiality applicable to the contracting
parties that may differ from those applicable to investors.
Investors should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the Company, Forestar or
any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Merger
Agreement, which subsequent information may or may not be fully
reflected in the Companys public disclosures.
Stockholders Agreement
In connection with to the Merger Agreement, the Company and
Forestar entered into a Stockholders Agreement, dated as of
June29, 2017 (the Stockholders Agreement), the terms of which
shall become effective as of the Effective Time. Under the terms
of the Stockholders Agreement, as of immediately following the
Effective Time, and during the Lock-Up Period (as defined
below), the Forestar Board shall have five directors, comprised
of four individuals designated by the Company (which shall
include the Executive Chairman
of Forestar and at
least two independent directors) and one individual from the
current Forestar Board designated by mutual agreement of the
Company and Forestar prior to the Effective Time, with the
Companys agreement not to be unreasonably withheld (the Legacy
Director) or his replacement. Thereafter, at all times when the
Company and its affiliates beneficially own 20% or more of the
voting securities of Forestar, the Forestar Board shall have five
directors unless otherwise agreed in writing between Forestar (as
approved by a majority of the independent directors) and the
Company, and the Company will have the right to designate a
number of directors equal to the percentage of the voting
securities of Forestar beneficially owned by the Company and its
affiliates multiplied by the total number of directors that
Forestar would have if there were no vacancies, rounded up to the
nearest whole number (and in any event not less than one). The
Company and Forestar have also each agreed to use their
reasonable best efforts to cause at least three of the directors
to be considered to be considered independent under the rules of
the SEC and under applicable listing standards.
In addition, at
all times when the Company and its affiliates beneficially own
20% or more of the voting securities of Forestar, no committee of
the Forestar Board shall have more than three members unless
otherwise agreed in writing between Forestar (as approved by a
majority of the independent directors) and the Company, and each
committee of the Forestar Board shall include in its membership
(i)a number of Company designees equal to the percentage of the
voting securities of Forestar beneficially owned by the Company
and its affiliates multiplied by the total number of members that
such committee would have if there were no vacancies on such
committee, rounded up to the nearest whole number (and in any
event not less than one) and (ii)at least one member not
designated by the Company. In addition, at all times when the
Company and its affiliates beneficially own 20% or more of the
voting securities of Forestar, the Forestar Board shall maintain
a Nominating and Governance Committee, and the Legacy Director
shall be a member of the Nominating and Governance committee for
so long as the Legacy Director serves on the Forestar Board.
During the Lock-Up Period, the Nominating and Governance
Committee shall have three members, including the Legacy Director
(as long as the Legacy Director is then on the Forestar Board)
and at least one additional independent director.
Forestar has also
agreed to establish and maintain an investment committee (which
will not be considered a committee of the Forestar Board) (the
Investment Committee), the members of which shall be officers or
employees of Forestar who are (A)experienced professionals in the
land acquisition and development business or (B)the chief
executive officer, the chief financial officer, the general
counsel or the president of community development (or any person
serving in an equivalent role). The Executive Chairman of
Forestar shall be a member of the Investment Committee at all
times. The other members of the Investment Committee will be
appointed by the Nominating and Governance Committee. The
Investment Committee will be vested with sole responsibility over
investment decisions of Forestar involving capital expenditures
of $20,000,000 or less (each, an Investment Committee Approval
Transaction). All decisions of the Investment Committee will
require the approval of a majority of the members of the
Investment Committee. Any investment decision that does not
involve an Investment Committee Approval Transaction will be
subject to approval by the Forestar Board.
For so long as the
Company and its affiliates beneficially own 35% or more of the
voting securities of Forestar, Forestar and its subsidiaries may
not take any of the following actions without the prior written
consent of the Company: (i)declare or make any extraordinary or
in-kind dividend other than a dividend on a pro rata basis;
(ii)issue any new class of equity or voting securities;
(iii)issue equity or equity-linked securities or voting
securities (A)in the case of securities issued as employee
compensation, constituting 1% or more of the then outstanding
shares of Forestar Common Stock in any calendar year or (B)in any
case, constituting 10% or more of the then-outstanding number of
shares of Forestar Common Stock; (iv)incur indebtedness above
certain levels; (v)select, terminate or remove certain key
officers or change their compensation arrangements; (vi)make or
approve any fundamental change in Forestars business of
developing residential and mixed-use real estate; (vii)acquire
assets or enter into mergers or similar acquisitions involving
capital expenditures in excess of $20,000,000; (viii) effect or
approve any voluntary liquidation, dissolution or winding-up or
certain events of bankruptcy or insolvency; (ix)enter into any
strategic alliance or commercial agreement of a nature similar to
the Master Supply Agreement (as defined below) with a person
other than the Company; or (x)effect any election of a settlement
of Forestars 3.75% Convertible Senior Notes due 2020 in
connection with an election to convert the notes by a holder
thereof.
In addition, at
all times when the Company and its affiliates beneficially own
35% or more of the voting securities of Forestar, Forestar and
its subsidiaries may not take any of the following actions
without approval of a majority of the independent directors who
are not also affiliated with the Company: (i)enter into, amend,
modify, terminate or approve any transaction between Forestar or
any of its subsidiaries, on one hand, and the Company or any of
its affiliates, on the other hand, or enter into any waiver,
consent or election thereunder (other than an Investment
Committee Approval Transaction); (ii) amend, modify or terminate,
or enter into any waiver, consent or election under, the
Stockholders Agreement or enter into any merger or business
combination with the Company or any of its affiliates; (iii)enter
into any merger, business combination or similar transaction in
which the Company receives consideration for its Forestar Common
Stock of greater value or in a different form than other Forestar
stockholders; or (iv)settle any claim between the Company and
Forestar (other than an Investment Committee Approval
Transaction).
For so long as the
Company and its affiliates beneficially own 20% or more of the
voting securities of Forestar, Forestar may not amend its or its
subsidiaries organizational documents in any manner that could
adversely affect the rights of the Company under the Stockholders
Agreement. In addition, Forestar may not amend its or its
subsidiaries organizational documents in any manner that could
adversely affect the rights of the other Company stockholders
under the Stockholders Agreement.
The Company has
agreed to certain lock-up and standstill provisions for a period
of 15 months following the Effective Time (the Lock-Up Period).
During the Lock-Up Period, the Company generally may not (subject
to customary exceptions) transfer shares of Forestar Common
Stock, other than transfers of up to one-third of the aggregate
amount of shares of Forestar Common Stock beneficially held by
the Company and its subsidiaries as of immediately following the
Effective Time in an offering that is not registered under the
Securities Act of 1933, as amended, to transferees agreeing to be
bound by the lock-up provisions in the Stockholders Agreement. In
addition, during the Lock-Up Period, the Company and its
affiliates generally may not (subject to customary exceptions)
participate in any transactions that would result in the Company
and its affiliates beneficially owning more than 80% of the
voting power of the Forestar Common Stock, provided that the
Company is permitted, under certain conditions, to make private
proposals to the non-Company affiliated directors on the Forestar
Board. Any proposal by the Company to acquire all of the shares
of Forestar Common Stock must be (i)subject to review, evaluation
and prior written approval of a majority of the independent
directors, and (ii)submitted for approval to the Forestar
stockholders, with a nonwaivable condition that a majority of the
voting power of the non-Company stockholders approve the
transaction.
Except in certain
cases, the Company has a pre-emptive right (but not the
obligation) to participate in any issuance of equity or other
securities of Forestar by purchasing up to the Companys and its
subsidiaries pro rata portion of such equity or securities at the
price and otherwise upon the same terms and conditions as offered
to other investors.
The Stockholders
Agreement provides for customary registration rights with respect
to Forestar Common Stock held by the Company, its affiliates and
their permitted transferees. to such registration rights,
Forestar has agreed to file, prior to expiration of the Lock-Up
Period, and to use its reasonable best efforts to make and keep
effective, a shelf registration statement permitting the resale
of Forestar Common Stock by the Company, it affiliates and their
permitted transferees. In addition, after expiration of the
Lock-Up Period, the Company has the right, subject to certain
limitations, to require Forestar to register the Companys
Forestar Common Stock for resale. The Company also has piggyback
registration rights in connection with offerings of Forestar
Common Stock by Forestar or other stockholders. The Stockholders
Agreement also provides that the Company and its affiliates will
not be prohibited from engaging in business opportunities
independently of Forestar unless the opportunity is offered to an
individual who is both an affiliate of the Company and an officer
or director of Forestar and the offer is made in writing to the
individual in his or her capacity as an officer or director of
Forestar.
The Stockholders
Agreement shall terminate upon termination of the Merger
Agreement or on the first day that the Company and its affiliates
beneficially own less than 15% of the voting securities of
Forestar,
provided that the
provisions of the Stockholders Agreement relating to the Companys
registration rights, the waiver of business opportunities and
certain customary provisions will survive the termination of the
Stockholders Agreement after the Effective Time.
The foregoing
summary of the Stockholders Agreement and the transactions
contemplated thereby does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of
the Stockholders Agreement, which is filed as Exhibit 10.1 to
this Form 8-K and
is incorporated herein by reference.
Master Supply
Agreement
In connection with the Merger
Agreement, the Company and Forestar entered into a Master Supply
Agreement, dated as of June29, 2017 (the Master Supply
Agreement). The terms of the Master Supply Agreement become
effective as of the closing of the Merger, and unless earlier
terminated, continue until the earlier of (a)the date that the
Company and its affiliates beneficially own less than 15% of the
voting securities of Forestar and (b)June29, 2037.
Under the Master Supply
Agreement, Forestar will present to the Company all lot
development opportunities (subject to certain exceptions) that
Forestar desires to acquire and develop that have been approved
or conditionally approved by the Investment Committee (a Forestar
Sourced Opportunity); and the Company shall have the right, but
not the obligation, to present Forestar with lot development
opportunities that the Company desires to acquire for development
(if presented to Forestar, a D.R. Horton Sourced
Opportunity).
The following opportunities
are excluded from Forestar Sourced Opportunities: (a)any
opportunities, developments or ventures owned, under contract,
the subject of a letter of intent or otherwise being pursued, by
Forestar, as of the Effective Time, or (b)any opportunities
presented to Forestar by a third-party builder.
The Company and Forestar will
collaborate regarding all Forestar Sourced Opportunities and all
D.R. Horton Sourced Opportunities, after considering current and
future market conditions and dynamics. If the parties agree to
pursue a Forestar Sourced Opportunity or a D.R. Horton Sourced
Opportunity, such agreement will be evidenced by a mutually
agreed upon written development plan prepared at the direction of
the Investment Committee (a Development Plan), addressing, among
other things, the number, size, layout and projected price of
lots, phasing, timing, amenities and entitlements, and are
referred to as either a Forestar Sourced Development or a D.R.
Horton Sourced Development, as the case may be.
The Company or its affiliates
will have (a)a right of first offer (ROFO) to buy up to 50% of
the lots in the first phase (and in any subsequent phase in which
the Company purchased at least 25% of the lots in the previous
phase) in each Forestar Sourced Development; and (b)the right to
purchase up to 50% of the lots in each D.R. Horton Sourced
Development, at the then current fair market price and terms per
lot, as mutually agreed to by the Company and Forestar. All lots
in a Forestar Sourced Development in which a Company affiliate
participates as a buyer will be equitably allocated among the
Company and any other builders in each phase taking into
consideration the location, size and other attributes associated
with the lots. The agreement evidencing the ROFO for the lots in
the Forestar Sourced Development (the ROFO Agreement), and the
purchase and sale agreement for the lots in the D.R. Horton
Sourced Development (the PSA), will be negotiated, finalized and
executed as a part of the Development Plan, and in all events the
Development Plan will be finalized, and the ROFO Agreement will
be negotiated, finalized and executed, prior to the expiration of
the feasibility period in any contract to acquire a Forestar
Sourced Development. The Company will assign to Forestar on an
as-is, where-is basis the contract to acquire a D.R. Horton
Sourced Development after the finalization of the Development
Plan and PSA for such D.R. Horton Sourced
Development.
Forestar, at its sole cost and
expense, will perform and direct, through its employees, agents
and contractors, all functions relative to diligence,
entitlement, financing, planning, design and construction of all
on-site and off-site improvements required for any
development.
In addition to termination for
breach or mutual agreement of the parties, Forestar may terminate
the Master Supply Agreement at any time that the Company and its
affiliates beneficially own less than 25% of the voting
securities of Forestar.
The foregoing summary of the
Master Supply Agreement and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Master Supply Agreement,
which is filed as Exhibit 10.2 to this Form 8-K and is
incorporated herein by reference.
Item7.01. |
Regulation FD Disclosure. |
On June 29, 2017, the Company
and Forestar issued a joint press release announcing the entry
into the Merger Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference into this Item7.01.
The information in Exhibit
99.1 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be
deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
| 2.1 |
|
|
| 10.1 |
Stockholders Agreement dated June29, 2017 by and between D.R. Horton, Inc. and Forestar Group Inc. |
|
| 10.2 |
Master Supply Agreement dated June29, 2017 by and between D.R. Horton, Inc. and Forestar Group Inc. |
|
| 99.1 |
Joint Press Release dated June 29, 2017 issued by D.R. Horton, Inc. and Forestar Group Inc. |
Forward-Looking
Statements
Portions of this Current
Report may constitute forward-looking statements as defined by
the Private Securities Litigation Reform Act of 1995. Although
D.R. Horton and Forestar believe any such statements are based on
reasonable assumptions, there is no assurance that actual
outcomes will not be materially different. All forward-looking
statements are based upon information available to D.R. Horton
and Forestar on the date of this Current Report. Neither D.R.
Horton nor Forestar undertake any obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Some forward-looking
statements discuss D.R. Hortons and Forestars plans, strategies
and intentions. They use words such as expects, may, will,
believes, should, would, could, approximately, anticipates,
estimates, targets, intends, likely, projects, positioned,
strategy, future, and plans. In addition, these words may use the
positive or negative or other variations of those terms.
Forward-looking statements in this Current Report include, but
are not limited to, statements regarding the expected effects on
D.R. Horton and Forestar of the proposed Merger, and Master
Supply Agreement, the anticipated timing and benefits of the
Merger and related transactions, including future financial and
operating results, and D.R. Hortons and Forestars plans,
objectives, expectations and intentions. Forward-looking
statements also include all other statements in this Current
Report that are not historical facts. Factors that may cause the
actual results to be materially different from the future results
expressed by the forward-looking statements include, but are not
limited to: Forestars ability to obtain requisite approval from
its stockholders, D.R. Hortons and Forestars ability to satisfy
the conditions to closing of the proposed Merger; other risks
related to the completion of the proposed Merger
and
actions related thereto; there
may be a material adverse change of Forestar or the business of
Forestar may suffer as a result of uncertainty surrounding the
transaction; the transaction may involve unexpected costs,
liabilities or delays; legal proceedings may be initiated related
to the transaction; changes in federal or state laws or
regulation may occur; the cyclical nature of the homebuilding
industry and changes in economic, real estate and other
conditions; constriction of the credit markets, which could limit
D.R. Hortons and Forestars ability to access capital and increase
their respective costs of capital; reductions in the availability
of mortgage financing provided by government agencies, changes in
government financing programs, a decrease in D.R. Hortons ability
to sell mortgage loans on attractive terms or an increase in
mortgage interest rates; the risks associated with Forestars and
D.R. Hortons land and lot inventory; home warranty and
construction defect claims; the effects of a health and safety
incident; the effects of negative publicity; supply shortages and
other risks of acquiring land, building materials and skilled
labor; the impact of an inflationary, deflationary or higher
interest rate environment; reductions in the availability of
performance bonds; increases in the costs of owning a home; the
effects of governmental regulations and environmental matters on
our homebuilding operations; the effects of governmental
regulations on our financial services operations; our significant
debt and our ability to comply with related debt covenants,
restrictions and limitations; competitive conditions within the
homebuilding and financial services industries; D.R. Hortons and
Forestars ability to execute our growth strategies, acquisitions
or investments successfully; the effects of the loss of key
personnel; and information technology failures and data security
breaches. Additional information about issues that could lead to
material changes in performance is contained in D.R. Hortons and
Forestars respective annual reports on Form 10-K and their respective most
recent quarterly reports on Form 10-Q, all of which are filed
with the Securities and Exchange Commission (the SEC). There can
be no assurance that the merger will be completed, or if it is
completed, that it will close within the anticipated time period
or that the expected benefits of the merger will be
realized.
Additional
Information
In connection with the
completion of D.R. Hortons proposed transaction with Forestar,
Forestar will file a registration statement with the SEC on Form
S-4 that will include a proxy statement/prospectus to be
distributed to Forestar stockholders. Forestar will mail the
proxy statement/prospectus and a proxy card to each stockholder
entitled to vote at the special meeting relating to the proposed
Merger. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. The registration statement, proxy
statement/prospectus and other relevant documents will be
available at no cost at the SECs website at http://www.sec.gov
and on the D.R. Hortons website at investor.drhorton.com. Copies
may also be obtained for free by contacting D.R. Hortons Investor
Relations department by telephone at (817) 390-8200 or by email
at InvestorRelations@drhorton.com.
D.R. Horton, Forestar and
their respective directors and certain of their executive
officers may be deemed to be participants in any solicitation in
connection with the proposed Merger. Information regarding D.R.
Hortons directors and executive officers is available in D.R.
Hortons proxy statement for the 2017 Annual Meeting of
Stockholders, filed with the SEC on December9, 2016. Information
regarding Forestars directors and executive officers is available
in Forestars proxy statement for the 2017 Annual Meeting of
Stockholders, filed with the SEC on March28, 2017. These
documents can be obtained free of charge from the sources
indicated above. Other information regarding D.R. Horton and
Forestar participants in any proxy solicitation in connection
with the proposed transaction and a description of their direct
and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC.
This document shall not
constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section10 of the U.S. Securities Act of 1933,
as amended.
HORTON D R INC /DE/ ExhibitEX-2.1 2 d371231dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG D.R. HORTON,…To view the full exhibit click here About D.R. Horton, Inc. (NYSE:DHI)
D.R. Horton, Inc. is a homebuilding company. The Company constructed and sold homes in 27 states and 79 markets, as of September 30, 2015. The Company’s segments include its 39 homebuilding divisions, its financial services operations and its other business activities. In the homebuilding segment, the Company builds and sells single-family detached homes and attached homes, such as town homes, duplexes, triplexes and condominiums. The Company’s 39 homebuilding divisions are aggregated into six segments: East Region, South Central Region, Midwest Region, West Region, Southwest Region and Southeast Region. In the financial services segment, the Company sells mortgages and collects fees for title insurance agency and closing services. The Company has subsidiaries that conduct insurance-related operations; construct and own income-producing rental properties; own non-residential real estate, including ranch land and improvements, and own and operate oil and gas-related assets.