Current Report Filing (8-k)
October 10 2017 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2017
D.R. Horton, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-14122
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75-2386963
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1341 Horton Circle, Arlington, Texas 76011
(Address of principal executive offices)
Registrants telephone number, including area code: (817) 390-8200
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On October 5, 2017, pursuant to the terms of the Agreement and Plan
of Merger, dated as of June 29, 2017 (the Merger Agreement), by and among D.R. Horton, Inc. (the Company), Forestar Group Inc., a Delaware corporation (Forestar), and Force Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (Merger Sub), the Company completed its acquisition of approximately 75% of the outstanding shares of Forestars common stock pursuant to a merger of Merger Sub with and into
Forestar, with Forestar continuing as the surviving corporation and a subsidiary of the Company (the Merger).
At the
effective time of the Merger, each share of Forestars common stock outstanding immediately prior to the completion of the Merger (other than excluded shares) automatically converted into the right to receive, at the election of the applicable
Forestar stockholder, either an amount in cash equal to $17.75 or one new share of Forestar common stock. The elections were prorated to ensure that, as a result of the Merger, the Company would own approximately 75% of Forestars common stock
and Forestar stockholders immediately prior to the Merger would own approximately 25% of Forestars common stock. The aggregate consideration paid by the Company in the Merger was approximately $558,256,373 and the Company received 31,451,063
shares of Forestar common stock pursuant to the Merger. The foregoing description of the Merger Agreement, the Merger, and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the Merger Agreement,
which was filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2017 (the Initial Form 8-K).
Concurrently with the closing of the Merger, the previously announced Stockholders Agreement, dated as of June 29, 2017, between
the Company and Forestar (the Stockholders Agreement) and the previously announced Master Supply Agreement, dated as of June 29, 2017, between the Company and Forestar (the Master Supply Agreement), each became
effective. The terms of the Stockholders Agreement and the Master Supply Agreement were previously disclosed in the Initial Form 8-K, and the Stockholders Agreement and the Master Supply Agreement were filed as Exhibits 10.1 and 10.2
thereto, respectively.
On October 5, 2017, the Company and Forestar issued a joint press release announcing the consummation of the
Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 10, 2017
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D.R. Horton, Inc.
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By:
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/s/ Bill W. Wheat
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Bill W. Wheat
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Executive Vice President and
Chief Financial
Officer
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