BREAKING NEWS: DR Horton Raises Offer to Acquire 75% of Forestar

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Forestar board response: ‘Superior Proposal’ to be irrevocable until June 30th

Arlington, Tx — D.R. Horton, Inc.(NYSE: DHI) on Friday morning upped its offer to acquire 75% of the currently outstanding shares of land developer Forestar Group Inc. (NYSE: FOR) in Austin for $17.75 per share in cash from the previously announced offer of $16.25. In a press release earlier today, the Forestar Board of Directors said it had deemed the D.R. Horton offer a “Superior Proposal” to the amended agreement between Forestar and Starwood Capital Group.

Starwood on Thursday upped its offer for all Forestar outstanding shares from $14.25 per share to $15.50. It took that offer up to $16.00 per share Friday morning. Here’s how Forestar described the situation to investors:

“On June 23, 2017, Forestar notified Starwood that Forestar had received the revised binding proposal from D.R. Horton and that Forestar’s board of directors has determined that D.R. Horton’s revised proposal constitutes a ‘Superior Proposal’ and that Forestar’s board of directors intends to terminate the amended merger agreement with Starwood to enter into a definitive, written agreement with respect to D.R. Horton’s revised proposal. In accordance with the amended merger agreement with Starwood, Forestar will discuss and negotiate with Starwood in good faith (to the extent requested by Starwood) until the end of the business day on June 28, 2017 such adjustments in the terms and conditions of the merger agreement with Starwood as would permit the Forestar board of directors not to terminate the amended merger agreement with Starwood. Subject to limited exceptions, D.R. Horton’s revised offer is irrevocable until 1:00 p.m. on June 30, 2017.

Donald R. Horton, Chairman of the Board, said, “We are pleased that the Forestar Board has determined that our revised offer constitutes a ‘Superior Proposal,’ and we look forward to completing this transaction as quickly as possible in the best interests of the Forestar and D.R. Horton shareholders.

“This transaction advances D.R. Horton’s strategy of increasing our access to high-quality optioned land and lot positions and will allow us to significantly accelerate Forestar’s growth into a leading national land developer. Forestar’s shareholders will receive superior and immediate cash value, along with the opportunity to participate in significant value creation over the long term. This strategic alignment will enable both companies to enhance their operational efficiency and returns.”

Forestar also announced today that it has also entered into a second amendment to its merger agreement with Starwood to increase the merger consideration to $16.00 per share in cash. Forestar previously announced that it had entered into a merger agreement with Starwood on April 13, 2017, as amended on June 21, 2017, pursuant to which Starwood would acquire all of the outstanding shares of Forestar common stock for $15.50 per share in cash. Other than the increase in the merger consideration to $16.00 per share in cash, all other terms and conditions in the Starwood merger agreement remain unchanged.”

Slides with further detail about the proposed transaction 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.

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