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Proposed Merger
6 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Proposed Merger
Proposed Merger
 
On April 13, 2017, we entered into an Agreement and Plan of Merger with affiliates of Starwood Capital Group (“Starwood”) pursuant to which, as amended, Starwood would acquire each share of the Company’s common stock, par value $1.00 per share (“Our Common Stock”) for $16.00 per share (as amended, the “Starwood Merger Agreement”).
On June 29, 2017, we terminated the Starwood Merger Agreement and entered into an Agreement and Plan of Merger with D.R. Horton, Inc. (“D.R. Horton”) pursuant to which D.R. Horton would acquire approximately 75 percent of our outstanding common stock for $17.75 per share (the “D.R. Horton Merger Agreement”). The D.R. Horton Merger Agreement has been unanimously approved by our and D.R. Horton’s boards of directors.
Subject to the terms and conditions of the D. R. Horton Merger Agreement, at the effective time of the Merger (the “Effective Time”), all of Our Common Stock will be converted into the right to receive, either
(i) an amount in cash per share of Our Common Stock equal to $17.75 (the “Cash Consideration”); or
(ii) one share of common stock of Forestar (the “Surviving Company Common Stock”),
in each case at the election of the holder of such share of Our Common Stock, subject to proration procedures applicable to oversubscription and undersubscription for Cash Consideration by stockholders. The aggregate amount of Cash Consideration will be approximately $558,256,000.
In connection with entry into each of the Starwood Merger Agreement and the D.R. Horton Merger Agreement, we amended our tax benefits preservation plan dated January 5, 2017, in each case rendering the plan inapplicable to such agreement and the transactions contemplated thereby. Please see Note 13—Capital Stock for additional information regarding our tax benefits preservation plan.
Closing of the merger with D.R. Horton (the “Merger”) is subject to approval of our stockholders and certain other closing conditions, and is expected to close in fourth quarter 2017. Following closing of the Merger, Forestar will continue as a separate publicly-traded company.
In connection with these matters, in first six months 2017 we paid a $20,000,000 termination fee to Starwood and incurred $4,070,000 in professional fees and other costs related to the proposed transactions, all of which are included in general and administrative expenses. Upon consummation of the proposed merger, we will pay our financial advisor a sale transaction fee of approximately $5,600,000 which is contingent upon the successful completion of the Merger.