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DHI > SEC Filings for DHI > Form 8-K on 25-Feb-2014All Recent SEC Filings

Show all filings for HORTON D R INC /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HORTON D R INC /DE/


25-Feb-2014

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On February 24, 2014, D.R. Horton, Inc. (the "Company") completed a public offering (the "Offering") of $500 million aggregate principal amount of its 3.750% Senior Notes due 2019 (the "Notes"). The Company received net proceeds from the Offering, after the underwriting discounts and commissions, of $497 million.

The Notes are governed by a Senior Debt Securities Indenture, dated as of May 1, 2012, between the Company and American Stock Transfer & Trust Company, LLC, as trustee (the "Trustee"), as supplemented by the Seventh Supplemental Indenture, dated as of February 24, 2014 (the "Seventh Supplemental Indenture"), among the Company, the guarantors party thereto (the "Guarantors") and the Trustee. Interest on the Notes will accrue at a rate of 3.750% per annum on the principal amount from February 24, 2014, payable semi-annually on March 1 and September 1 of each year, beginning on September 1, 2014. The Notes will mature on March 1, 2019, subject to earlier redemption or repurchase. The Notes are guaranteed by substantially all of the Company's current homebuilding subsidiaries. The Notes have been approved for listing on the New York Stock Exchange.

Optional Redemption

The Company may, at its option, generally redeem all or portion of the Notes at any time prior to December 1, 2018 at a redemption price of 100% of the principal amount on the Notes plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium. The Company may redeem the Notes on or after December 1, 2018 at a redemption price of 100% of the principal amount on the Notes plus accrued and unpaid interest, if any, to the redemption date.

Change of Control

Upon the occurrence of certain events resulting in both a change in control of the Company and a ratings downgrade with respect to the Notes, subject to certain exceptions, the Company will be required to make an offer to each holder of the Notes to purchase all or any part of such holder's Notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase.

Events of Default

The Seventh Supplemental Indenture includes customary events of default, including payment defaults, failure to pay certain other indebtedness and certain events of bankruptcy, insolvency or reorganization.


Ranking

The Notes are general unsecured obligations of the Company and rank senior in right of payment to any future indebtedness of the Company that is, by its terms, expressly subordinated in right of payment to the Notes and equal in right of payment with all existing and future unsecured indebtedness of the Company that is not so subordinated. The guarantees will be general unsecured obligations of the Guarantors and will rank senior in right of payment to any future indebtedness of the Guarantors that is, by its terms, expressly subordinated in right of payment to the guarantees and will rank equal in right of payment with all existing and future unsecured indebtedness of the Guarantors that is not so subordinated.

The above description of the Notes and the Seventh Supplemental Indenture is qualified in its entirety by reference to the full text of the Seventh Supplemental Indenture (including the form of Note included therein), a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

Exhibit
Number       Exhibit

4.1          Seventh Supplemental Indenture, dated as of February 24, 2014, among
             D.R. Horton, Inc., the Guarantors named therein and American Stock
             Transfer & Trust Company, LLC, as trustee, relating to the 3.750%
             Senior Notes Due 2019 of D.R. Horton, Inc.


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