FORESTAR GROUP INC. (NYSE:FOR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive
Agreement.

First Amendment to the Merger Agreement

On June21, 2017, Forestar Group Inc., a Delaware corporation (the
Company), entered into Amendment No.1 to the Agreement and Plan
of Merger, dated as of April13, 2017 (the Amendment and, such
agreement as so amended, the Merger Agreement) by and among Terra
Firma Merger Parent, L.P., a Delaware limited partnership
(Parent), Terra Firma Merger Sub, L.P., a Delaware limited
partnership and a wholly-owned subsidiary of Parent (Merger Sub),
and the Company. Parent and Merger Sub are affiliates of Starwood
Capital Group (Starwood). to the terms and subject to the
conditions set forth in the Merger Agreement, the Company will
merge with and into Merger Sub (the Merger), with Merger Sub
surviving the Merger as a wholly-owned subsidiary of Parent.

The Amendment provides for an increase in the per share merger
consideration to be paid to the Companys stockholders from $14.25
per share in cash, without interest, to $15.50 per share in cash,
without interest

Other than as expressly modified to the Amendment, the Merger
Agreement, which was filed as Exhibit2.1 to the Current Report on
Form8-K filed with the Securities and Exchange Commission (the
SEC) by the Company on April14, 2017, remains in full force and
effect as originally executed on April13, 2017. The foregoing
description of the Amendment is not complete and is qualified in
its entirety by reference to the Amendment, which is filed as
Exhibit2.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

On June21, 2017, the Company issued a press release announcing
the amendment of the Merger Agreement and that its board of
directors, after consultation with its outside legal and
financial advisors, has determined that the unsolicited,
nonbinding proposal received on June5, 2017 from D.R. Horton,Inc.
to acquire 75% of the outstanding shares of Forestars common
stock for $16.25 in cash continues to be a proposal that could
reasonably be expected to lead to a Superior Proposal, as defined
in the Merger Agreement. The full text of the press release is
attached hereto as Exhibit99.1 and is incorporated herein by
reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Forestar Group Inc. Exhibit
EX-2.1 2 a17-15586_1ex2d1.htm EX-2.1 Exhibit 2.1   AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER   This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of June 21,…
To view the full exhibit click here
About FORESTAR GROUP INC. (NYSE:FOR)

Forestar Group Inc. is a residential and mixed-use real estate development company. The Company operates through three segments: Real Estate, Oil and Gas, and Other Natural Resources. Its Real Estate segment secures entitlements and develops infrastructure on its lands for single-family residential and mixed-use communities, and manages its undeveloped land, commercial and income producing properties, mainly a hotel and its multifamily properties. Its Oil and Gas segment is an independent oil and gas exploration, development and production operation and manages its owned and leased mineral interests. Its Other Natural Resources segment manages its timber, recreational leases and water resource initiatives. The Company owns directly or through ventures interests in approximately 60 residential and mixed-use projects consisting of over 7,000 acres of real estate located in approximately 10 states and approximately 20 markets.