D.R. Horton Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement

 

 

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 28, 2024

 

D.R. Horton, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-14122		75-2386963
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1341 Horton Circle, Arlington, Texas 76011

(Address of principal executive offices)

Registrant’s 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):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share		DHI		New York Stock Exchange
5.000% Senior Notes due 2034		DHI 34		New York Stock Exchange

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. ☐

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

On October 28, 2024, D.R. Horton, Inc. (“D.R. Horton”) and Forestar Group Inc. (“Forestar”) entered into an Amended and Restated Stockholder’s Agreement, dated as of October 28, 2024 (the “A&R Stockholder’s Agreement”), which amends and restates the Stockholder’s Agreement, dated as of June 29, 2017, between Forestar and D.R. Horton (the “Original Stockholder’s Agreement”).

The Original Stockholder’s Agreement provided that (i) the Investment Committee (as defined in the Stockholder’s Agreement) of Forestar is vested with sole responsibility over investment decisions involving, in any single transaction or a series of related transactions, Capital Expenditures (as defined in the Stockholder’s Agreement) of $20,000,000 or less, and (ii) prior written consent of D.R. Horton is required before Forestar acquires (including by way of merger, exchange offer, recapitalization, reorganization, liquidation or dissolution) any business, debt or equity interests, operations or assets of any person, or makes any investment in or loan to any person, in any single transaction or series of related transactions, involving Capital Expenditures (as defined in the Stockholder’s Agreement) in excess of $20,000,000. These provisions are also included in Forestar’s Second Amended and Restated Certificate of Incorporation (the “Charter”).

The A&R Stockholder’s Agreement increases each of the $20,000,000 thresholds described above (each, an “Approval Threshold”) to $45,000,000, subject to an annual increase on the last Tuesday of September or, if the Case-Shiller Index Change (as defined below) has not been published as of such date, such later date that the Case-Shiller Index Change for the relevant period is published (each such date, an “adjustment date”) by an amount equal to the product of (A) the one-year percentage change reported in the S&P CoreLogic Case-Shiller U.S. National Home Price NSA Index (the “Case-Shiller Index Change”) for the one-year period ending July 31 of the then-current calendar year, expressed as a decimal and (B) the Approval Threshold in effect immediately prior to the applicable adjustment date. Any adjustments to the Approval Threshold shall be rounded to the nearest $100,000. If the Case-Shiller Index Change is negative for any such annual period, there shall be no adjustment, and the then-current Approval Threshold shall remain in effect until the next adjustment date. Forestar intends to submit a proposal to amend the Charter consistent with the amendments made in the A&R Stockholder’s Agreement to Forestar’s stockholders for approval at Forestar’s 2025 Annual Meeting of Stockholders (the “Charter Amendment”). Until Forestar’s stockholders approve the Charter Amendment, the current provisions of the Charter will remain in effect notwithstanding the entry into the A&R Stockholder’s Agreement.

The A&R Stockholder’s Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated into this Item 1.01 by reference. Other than as amended by the A&R Stockholder’s Agreement, the provisions of the Original Stockholder’s Agreement remain in effect. As of October 28, 2024, D.R. Horton owned approximately 62% of Forestar’s outstanding common stock. The section “Certain Relationships and Related Party Transactions” in Forestar’s Definitive Proxy Statement filed with the Securities and Exchange Commission on December 15, 2023 provides a description of other arrangements between Forestar and D.R. Horton and such section is incorporated into this Item 1.01 by reference.

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

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: November 1, 2024