FORESTAR GROUP INC. (NYSE:FOR) Files An 8-K Other EventsItem 8.01. Other Events.
As previously announced, on April 13, 2017, Forestar Group Inc. (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with 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). Parent and Merger Sub are affiliates of Starwood Capital Group (Starwood). to the Merger Agreement, among other things, Parent will acquire the Company for $14.25 per share in an all-cash transaction in which the Company will merge with Merger Sub (the Merger).
This Current Report on Form 8-K contains an update regarding certain pending litigation.
As previously disclosed in the Form 8-K filed by the Company dated June 6, 2017 (the June 6 Form 8-K), a putative class action lawsuit was filed in the United States District Court for the Western District of Texas by George Assad on June 2, 2017, against the Company, its directors, Starwood, Parent and Merger Sub. On June 16, 2017, a putative class action was filed by Matthew Gold, a purported stockholder of the Company, in The United States District Court for the District of Delaware against the Company and its directors challenging the proposed Merger. The federal action in the District of Delaware contains allegations similar to those in the previous federal case that were disclosed in the June 6 Form 8-K. The complaint asserts a claim for violations of Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), Securities and Exchange Commission Rule 14a-9 and Regulation G, 17 C.F.R. § 244.100 and 15 U.S.C. §§ 78n(a) and 78t(a), and a claim for violations of Section 20(a) of the Exchange Act against the Company and its directors for allegedly disseminating a materially misleading proxy statement in connection with the proposed Merger. The complaint seeks, among other things, to enjoin the consummation of the proposed Merger, damages, and costs, including attorneys and experts fees. The Company believes both lawsuits to be without merit.
Cautionary Statement Regarding Forward Looking Statements
This document includes forward-looking statements within the meaning of the securities laws. The words will, expect, believe, future and similar expressions are intended to identify information that is not historical in nature.
This document contains forward-looking statements relating to the proposed transaction between Forestar and Starwood. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the competitive ability and position of Starwood following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or at all, including that the required approval by the shareholders of Forestar may not be obtained; (2) there may be a material adverse change of Forestar or the business of Forestar may suffer as a result of uncertainty surrounding the transaction; (3) the transaction may involve unexpected costs, liabilities or delays; (4) legal proceedings may be initiated related to the transaction; (5) changes in economic conditions, political conditions, changes in federal or state laws or regulation may occur; and (6) other risk factors as detailed from time to time in Forestars reports filed with the Securities and Exchange Commission (the SEC), including Forestars Annual Report on Form 10-K for the year ended December 31, 2016 and Forestars Quarterly Report on Form 10-Q for the three months ended March 31, 2017, which are available on the SECs Web site (www.sec.gov). 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.