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Merger
9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Merger
Merger
On June 29, 2017, we entered into an Agreement and Plan of Merger with D.R. Horton, Inc. ("D.R. Horton") pursuant to which D.R. Horton would acquire 75 percent of the Company's common stock, par value $1.00 per share ("Our Common Stock") for $17.75 per share (the “Merger Agreement”). The Merger Agreement was unanimously approved by our and D.R. Horton’s boards of directors.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the "Merger"), all of Our Common Stock would 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 Our 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.
Please see Note 19—Subsequent Events for information regarding consummation of the merger with D.R. Horton on October 5, 2017, and related matters.
In connection with merger activities, in first nine months 2017, we paid a $20,000,000 merger agreement termination fee to Starwood Capital Group and incurred $5,624,000 in professional fees and other costs related to proposed merger transactions, all of which are included in general and administrative expenses.