D.R. Horton Reiterates Proposal to Acquire 75% of Forestar Group’s Common Stock for $16.25 Per Share
June 22 2017 - 7:42AM
Business Wire
D.R. Horton Believes Its Proposal Will Provide
Superior Value to Forestar Shareholders over Amended Agreement with
Starwood Capital Group
Provides Forestar with Significant Growth
Opportunity to Become Leading National Land Developer Through
Strategic Alignment with Largest U.S. Homebuilder
D.R. Horton, Inc. (NYSE:DHI) (“D.R. Horton”), America’s Builder,
said today that it believes its proposal to acquire 75% of Forestar
(NYSE:FOR) for $16.25 per share in cash and to grow Forestar into a
leading publicly-traded national land developer will provide
Forestar shareholders with greater overall value than the amended
agreement between Forestar and Starwood Capital Group.
Donald R. Horton, Chairman of the Board, said, “We are confident
that our proposal is superior to the amended agreement with
Starwood and remain fully committed to closing a Forestar
transaction in the best interests of both companies’ shareholders.
We have completed our due diligence and have submitted a fully
negotiated Merger Agreement, Master Supply Agreement and
Stockholder Agreement to the Forestar Board of Directors. We urge
the Forestar Board to formally declare our proposal to be a
‘Superior Proposal,’ and to proceed to a definitive agreement with
D.R. Horton and postpone the shareholder meeting scheduled for July
7, 2017.”
Slides with further detail about the D.R. Horton proposal are
available at investor.drhorton.com/FOR.
Moelis & Company is serving as financial advisor to D.R.
Horton in connection with this proposal, and Gibson, Dunn &
Crutcher LLP is serving as legal counsel.
About D.R. Horton, Inc.
D.R. Horton, Inc., America’s Builder, has been the largest
homebuilder by volume in the United States for fifteen consecutive
years. Founded in 1978 in Fort Worth, Texas, D.R. Horton has
operations in 78 markets in 26 states across the United States and
closed 43,075 homes in the twelve-month period ended March 31,
2017. The Company is engaged in the construction and sale of
high-quality homes through its diverse brand portfolio that
includes D.R. Horton, Emerald Homes, Express Homes and Freedom
Homes ranging from $100,000 to over $1,000,000. D.R. Horton also
provides mortgage financing and title services for homebuyers
through its mortgage and title subsidiaries.
Forward-Looking Statements
Portions of this document may constitute “forward-looking
statements” as defined by the Private Securities Litigation Reform
Act of 1995. Although D.R. Horton believes 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 on
the date this release was issued. D.R. Horton does not undertake
any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Forward-looking statements in this release relate to
D.R. Horton’s belief that its proposal to grow Forestar into a
leading publicly-traded national land developer will provide
Forestar shareholders with greater overall value than the amended
agreement between Forestar and Starwood Capital Group, and its
commitment to closing a Forestar transaction in the best interests
of both companies’ shareholders.
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: our ability to enter
into mutually satisfactory definitive transaction agreements with
Forestar, obtain any requisite approval from Forestar stockholders,
and satisfy any conditions to closing of such proposed transaction;
other risks related to the completion of the proposed transaction
and actions related thereto; the cyclical nature of the
homebuilding industry and changes in economic, real estate and
other conditions; constriction of the credit markets, which could
limit our ability to access capital and increase our costs of
capital; reductions in the availability of mortgage financing
provided by government agencies, changes in government financing
programs, a decrease in our ability to sell mortgage loans on
attractive terms or an increase in mortgage interest rates; the
risks associated with our 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; our 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. Horton’s annual report
on Form 10-K and our most recent quarterly report on Form 10-Q,
both of which are filed with the Securities and Exchange Commission
(the “SEC”).
Additional Information
In connection with the possible completion of D.R. Horton’s
proposed transaction with Forestar, it is expected that the parties
would cause the filing with the SEC of a registration statement on
Form S-4 that would include a proxy statement/prospectus to be
distributed to Forestar stockholders. SECURITY HOLDERS ARE ADVISED
TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. The registration statement, proxy
statement/prospectus and other relevant documents will be available
at no cost at the SEC’s website at http://www.sec.gov and on D.R.
Horton’s website at investor.drhorton.com. Copies may also be
obtained at no cost by contacting D.R. Horton’s Investor Relations
department by telephone at (817) 390-8200 or by email at
InvestorRelations@drhorton.com.
D.R. Horton and its directors and certain of its executive
officers may be deemed to be participants in any solicitation in
connection with the proposed transaction with Forestar. Information
regarding D.R. Horton’s directors and executive officers is
available in D.R. Horton’s proxy statement for the 2017 Annual
Meeting of Stockholders, filed with the SEC on December 9, 2016.
Other information regarding D.R. Horton 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. As of the date hereof, the D.R. Horton participants do not
own any securities of Forestar.
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 Section 10 of the U.S.
Securities Act of 1933, as amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20170622005569/en/
D.R. HortonInvestor Relations:Jessica Hansen, 817-390-8195Vice
President of Investor Relationsjlhansen@drhorton.comorMedia
Relations:Sard Verbinnen & CoLiz Zale,
212-687-8080lzale@sardverb.comorKelly Kimberly,
832-680-5120kkimberly@sardverb.com
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