Current Report Filing (8-k)
December 05 2017 - 8:01AM
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): November 29, 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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☐
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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 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 November 29, 2017, D.R. Horton, Inc. (the Company)
and the Guarantors (as defined below) entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives of the several
underwriters named therein, with respect to the offering and sale in an underwritten public offering (the Offering) by the Company of $400 million aggregate principal amount of its 2.550% Senior Notes due 2020 (the
Notes).
The Offering has been registered under the Securities Act pursuant to a registration statement on Form
S-3,
File
No. 333-206226
(the Registration Statement) of the Company and certain direct and indirect wholly-owned subsidiaries of the Company listed as
co-registrants
thereto (the Guarantors) and the prospectus supplement dated November 29, 2017 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of
1933, as amended, on November 29, 2017. The Offering is expected to close on December 5, 2017, subject to customary closing conditions. Certain legal opinions relating to the Registration Statement are also filed herewith as Exhibits 5.1
and 5.2.
The Notes will be issued pursuant to an Indenture between the Company and American Stock Transfer & Trust Company (the
Original Trustee), as trustee, dated as of May 1, 2012, as supplemented by the Ninth Supplemental Indenture with respect to the Notes (the Ninth Supplemental Indenture), to be dated as of December 5, 2017, among the
Company, the Guarantors, the Original Trustee, as the original trustee, and Branch Bank and Trust Company, as series trustee. The Notes will be represented by a global security, which is included as an exhibit to the Ninth Supplemental Indenture.
The form of the Ninth Supplemental Indenture and the form of the Notes are filed as Exhibits to this Current Report on Form
8-K
and are incorporated herein by reference.
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: December 5, 2017
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D.R. Horton, Inc.
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By:
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/s/ Thomas B. Montano
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Thomas B. Montano
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Vice President and
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Secretary
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