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

Item 1.01. Entry into a Material Definitive Agreement.

Second Amendment to the Merger
Agreement

On June22, 2017, Forestar Group Inc., a Delaware corporation (the
Company), entered into Amendment No.2 (the Second Amendment) to
the Agreement and Plan of Merger, dated as of April13, 2017 and
as amended on June21, 2017 (such agreement as so amended, the
Merger Agreement) by and among Terra Firma Merger Parent, L.P., a
Delaware limited partnership (Parent), and 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 Second Amendment provides for an increase in the per share
merger consideration to be paid to the Companys stockholders from
$15.50 per share in cash, without interest, to $16.00 per share
in cash, without interest.

Other than as expressly modified to the Second Amendment and
Amendment No.1 to the Merger Agreement, dated June21, 2017, 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 June22, 2017, 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
Second Amendment is not complete and is qualified in its entirety
by reference to the Second Amendment, which is filed as
Exhibit2.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Forestar Group Inc. Exhibit
EX-2.1 2 a17-13230_11ex2d1.htm EX-2.1 Exhibit 2.1   AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER   This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of June 22,…
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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.