Item 8.01. Other Events.
On May 6, 2009, D.R. Horton, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., acting on behalf of itself individually and as representative of the several underwriters named in the Underwriting Agreement, for the sale by the Company of $450 million aggregate principal amount of 2.00% Senior Convertible Notes due 2014 (the "Notes"). The Company also granted the underwriters the option to purchase up to an additional $50 million aggregate principal amount of Notes, solely to cover over-allotments, which was exercised in full by the underwriters on May 8, 2009. The Notes were offered pursuant to a registration statement on Form S-3 (File No. 333-134986) and a related preliminary prospectus supplement and prospectus supplement filed with the Securities and Exchange Commission.
The Company expects to receive net proceeds, after the underwriting discount and estimated offering expenses, of approximately $487.5 million. The offering of the Notes is expected to close on May 13, 2009, subject to customary closing conditions.
The Notes will be issued pursuant to the Indenture dated as of June 9, 1997, among the Company, the guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee, as supplemented by the Thirtieth Supplemental Indenture to be dated on or about May 13, 2009 (the "Supplemental Indenture") among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee. The Notes will be represented by a global security, which is included as an exhibit to the Supplemental Indenture.
The above description of the Supplemental Indenture and the Underwriting Agreement is qualified in its entirety by reference to such documents, which are filed as exhibits hereto and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement dated May 6, 2009.

4.1 Form of Thirtieth Supplemental Indenture, to be dated as of May 13, 2009, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee.

5.1 Opinion of Gibson, Dunn & Crutcher LLP.

23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

---