D.R. Horton Reiterates Proposal to Acquire 75% of Forestar Group’s Common Stock for $16.25 Per Share
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
ARLINGTON, Texas--(BUSINESS WIRE)--
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 [email protected].
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170622005569/en/
D.R. Horton
Investor Relations:
Jessica Hansen, 817-390-8195
Vice
President of Investor Relations
[email protected]
or
Media
Relations:
Sard Verbinnen & Co
Liz Zale, 212-687-8080
[email protected]
or
Kelly
Kimberly, 832-680-5120
[email protected]
Source: D.R. Horton
