D.R. Horton, Inc. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2017 D.R. Horton, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 301 Commerce Street, Suite 500, Fort Worth, Texas (Address of principal executive offices) Registrant s telephone number, including area code: (817) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR ) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item Regulation FD Disclosure. On June 5, 2017, D.R. Horton, Inc. (the Company ) issued a press release announcing that it had delivered to the Board of Directors of Forestar Group Inc. ( Forestar ) a proposal (the Proposal ) whereby the Company would acquire 75% of the currently outstanding shares of Forestar for $16.25 per share in cash (the Proposed Transaction ). The press release announcing the Proposal and the Proposal are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K ( Current Report ), respectively, and each is incorporated herein by reference. On June 5, 2017, the Company held a conference call to discuss the Proposal and the Proposed Transaction. A copy of the script used by the spokesmen during the call is attached to this Current Report as Exhibit 99.3 and is incorporated herein by reference. The Company also referenced the presentation set forth in Exhibit 99.4 to this Current Report concerning the Proposed Transaction. The information in Exhibits 99.1, 99.2, 99.3 and 99.4 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended. Item Other Events. On June 5, 2017, the Company issued a press release announcing that it had delivered to the Board of Directors of Forestar a proposal to acquire 75% of the currently outstanding shares of Forestar for $16.25 per share in cash. Item (d) Exhibits. Financial Statements and Exhibits Press Release dated June 5, 2017 related to the Proposal and the Proposed Transaction Proposal dated June 5, Script used during the analyst and investor conference call held on June 5, Investor Presentation issued by D.R. Horton, Inc. dated June 5, Forward-Looking Statements Portions of this Current Report may constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. All forward-looking statements are based upon information available to the Company on the date this filing was issued. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements in this Current Report include the Company s merger proposal to Forestar and all of the terms and statements related to the proposal. Additional Information In connection with the possible completion of the Company s proposed transaction with Forestar, it is expected that the parties would cause the filing with the SEC of a registration statement on Form S-4 that would

3 include a proxy statement/prospectus to be distributed to Forestar stockholders. SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The registration statement, proxy statement/prospectus and other relevant documents will be available at no cost at the SEC s website at and on the Company s website at investor.drhorton.com. Copies may also be obtained at no cost by contacting the Company s Investor Relations department by telephone at (817) or by at InvestorRelations@drhorton.com. The Company and its directors and certain of its executive officers may be deemed to be participants in any solicitation in connection with the proposed transaction with Forestar. Information regarding the Company s directors and executive officers is available in the Company s proxy statement for the 2017 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission (the SEC ) on December 9, Other information regarding the Company participants in any proxy solicitation in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. As of the date hereof, the Company participants do not own any securities of Forestar. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 5, 2017 D.R. Horton, Inc. By: /s/ Bill W. Wheat Bill W. Wheat Executive Vice President and Chief Financial Officer

5 EXHIBIT INDEX Exhibit Number Exhibit 99.1 Press Release dated June 5, 2017 related to the Proposal and the Proposed Transaction 99.2 Proposal dated June 5, Script used during the analyst and investor conference call held on June 5, Investor Presentation issued by D.R. Horton, Inc. dated June 5, 2017

6 Exhibit 99.1 D.R. HORTON, INC. PROPOSES TO ACQUIRE 75 PERCENT OF FORESTAR GROUP INC. FOR $16.25 PER SHARE IN CASH June 05, 2017 Forestar Would Continue as Publicly Traded Company; Proposal Provides Immediate Value to Forestar Stockholders and Potential to Benefit from Additional Value Created Through Strategic Relationship with D.R. Horton Proposal Provides Superior Value to Transaction Agreed to Between Forestar and Starwood Capital Group FORT WORTH, TEXAS - D.R. Horton, Inc. (NYSE: DHI), America s Builder, today announced that the Company has submitted a proposal to the Board of Directors of Forestar Group Inc. (NYSE: FOR) ( Forestar ) to acquire 75% of the currently outstanding shares of Forestar for $16.25 per share in cash. The $16.25 per share value represents a 14% premium over the purchase price to be paid to the Forestar stockholders pursuant to the existing merger agreement between Forestar and affiliates of Starwood Capital Group. Under the proposed transaction, Forestar would remain a public company to ensure continued access to capital to support the increasing scale of the business. D.R. Horton believes continuing Forestar stockholders will have the opportunity to participate in significant value creation through a strategic relationship with D.R. Horton that would help Forestar grow organically into the leading residential land development company in the United States, selling developed residential lots to D.R. Horton and other homebuilders. Forestar would be led by new executive chairman Donald Tomnitz, who served as CEO of D.R. Horton for over 15 years, and a strong management team that is expected to include Forestar s experienced professionals. We believe that D.R. Horton is uniquely positioned to make Forestar the country s leading residential land development company. Together, we can grow Forestar into a much more significant and valuable company for all of its stockholders, said Donald R. Horton, Chairman of the Board. The Forestar proposal is a continuation of D.R. Horton s stated strategy of

7 expanding relationships with land developers across the country and growing the optioned portion of its land and lot position to enhance operational efficiency and returns. We urge the Forestar Board to act quickly on this proposal which is in the best interests of their stockholders. The transaction would be effected through a merger of a newly formed, wholly owned subsidiary of D.R. Horton with Forestar (the Merger ). The Merger would have a cash election feature in which Forestar stockholders would have the right to elect, for each share of common stock held, either to receive $16.25 per share in cash as merger consideration, or to retain such share of the surviving entity (the Forestar Successor ). Cash and stock elections will be prorated, as appropriate, such that 75% of the shares of Forestar common stock outstanding before the Merger are converted into the $16.25 per share cash consideration. Following the Merger, D.R. Horton would own 75% of the outstanding Forestar Successor shares, and existing stockholders would own 25% of the outstanding Forestar Successor shares. Forestar would remain a public company, and its common stock will trade on the NYSE. D.R. Horton has the cash and other immediately available capital to fund the approximately $520 million investment. Terms of the merger, the operational relationship and stockholder governance between D.R. Horton and Forestar would be outlined and agreed to in a Merger Agreement, Master Supply Agreement and Stockholder Agreement. 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. Conference Call and Webcast Details The Company will host a conference call today (Monday, June 5) at 8:30 a.m. Eastern Time with prepared remarks about the proposal followed by a question and answer session open to the

8 investment community. The dial-in number is , and the call will also be webcast from the Company s website at investor.drhorton.com. Slides with further detail about the proposed transaction, including D.R. Horton s letter to Forestar s Board of Directors, are available at investor.drhorton.com/for. A replay of the call will be available after 2:00 p.m. ET today at When calling, please reference the conference ID # The replay will also be available from the Company s website at investor.drhorton.com. The replay will be available through midnight ET on July 5, About D.R. Horton, Inc. D.R. Horton, Inc., America s Builder, has been the largest homebuilder by volume in the United States for fifteen consecutive years. Founded in 1978 in Fort Worth, Texas, D.R. Horton has operations in 78 markets in 26 states across the United States and closed 43,075 homes in the twelve-month period ended March 31, The Company is engaged in the construction and sale of high-quality homes through its diverse brand portfolio that includes D.R. Horton, Emerald Homes, Express Homes and Freedom Homes ranging from $100,000 to over $1,000,000. D.R. Horton also provides mortgage financing and title services for homebuyers through its mortgage and title subsidiaries. Forward-Looking Statements Portions of this document may constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of Although D.R. Horton believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. All forward-looking statements are based upon information available to D.R. Horton on the date this release was issued. D.R. Horton does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements in this release include D.R. Horton s merger proposal to Forestar and all of the terms and statements related to the proposal.

9 Factors that may cause the actual results to be materially different from the future results expressed by the forward-looking statements include, but are not limited to: our ability to enter into mutually satisfactory definitive transaction agreements with Forestar, obtain any requisite approval from Forestar stockholders, and satisfy any conditions to closing of such proposed transaction; other risks related to the completion of the proposed transaction and actions related thereto; the cyclical nature of the homebuilding industry and changes in economic, real estate and other conditions; constriction of the credit markets, which could limit our ability to access capital and increase our costs of capital; reductions in the availability of mortgage financing provided by government agencies, changes in government financing programs, a decrease in our ability to sell mortgage loans on attractive terms or an increase in mortgage interest rates; the risks associated with our land and lot inventory; home warranty and construction defect claims; the effects of a health and safety incident; the effects of negative publicity; supply shortages and other risks of acquiring land, building materials and skilled labor; the impact of an inflationary, deflationary or higher interest rate environment; reductions in the availability of performance bonds; increases in the costs of owning a home; the effects of governmental regulations and environmental matters on our homebuilding operations; the effects of governmental regulations on our financial services operations; our significant debt and our ability to comply with related debt covenants, restrictions and limitations; competitive conditions within the homebuilding and financial services industries; our ability to effect our growth strategies, acquisitions or investments successfully; the effects of the loss of key personnel; and information technology failures and data security breaches. Additional information about issues that could lead to material changes in performance is contained in D.R. Horton s annual report on Form 10-K and our most recent quarterly report on Form 10-Q, both of which are filed with the Securities and Exchange Commission (the SEC ).

10 Additional Information In connection with the possible completion of D.R. Horton s proposed transaction with Forestar, it is expected that the parties would cause the filing with the SEC of a registration statement on Form S-4 that would include a proxy statement/prospectus to be distributed to Forestar stockholders. SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The registration statement, proxy statement/prospectus and other relevant documents will be available at no cost at the SEC s website at and on D.R. Horton s website at investor.drhorton.com. Copies may also be obtained at no cost by contacting D.R. Horton s Investor Relations department by telephone at (817) or by at InvestorRelations@drhorton.com. D.R. Horton and its directors and certain of its executive officers may be deemed to be participants in any solicitation in connection with the proposed transaction with Forestar. Information regarding D.R. Horton s directors and executive officers is available in D.R. Horton s proxy statement for the 2017 Annual Meeting of Stockholders, filed with the SEC on December 9, Other information regarding D.R. Horton participants in any proxy solicitation in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. As of the date hereof, the D.R. Horton participants do not own any securities of Forestar. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

11 Contacts D.R. Horton, Inc. Investor Relations Contact: Jessica Hansen, Vice President of Investor Relations or Media Contacts: Sard Verbinnen & Co Liz Zale, or Kelly Kimberly,

12 Exhibit 99.2 June 5, 2017 The Board of Directors of Forestar Group Inc Bee Cave Rd., Ste. 500 Austin, Texas Gentlemen: On behalf of D.R. Horton, Inc. ( D.R. Horton ), I am pleased to submit our proposal for a transaction in which we would acquire 75% of the currently outstanding shares of Forestar Group Inc. ( Forestar ) for $16.25 per share in cash. This proposal represents a 14% premium over the purchase price to be paid to the Forestar stockholders pursuant to the existing Starwood Capital merger agreement. It would deliver substantial cash to Forestar s stockholders, while enabling them to participate in the significant opportunities for value creation that D.R. Horton s proposal would provide Forestar. This transaction would establish a strategic relationship between D.R. Horton and Forestar. Leveraging D.R. Horton s existing infrastructure, people and relationships, the Forestar business would benefit from significant advantages of scale with potential to become the leading national, publicly traded land development company, selling finished lots to D.R. Horton and other homebuilders. Forestar would be led by new executive chairman Don Tomnitz, who served as CEO of D.R. Horton for over 15 years, and a strong management team that is expected to include Forestar s talented existing leaders and employees. We urge you to take prompt action under the terms of your existing merger agreement with Starwood to enable us to commence immediate discussions that allow your stockholders to receive compelling value in a transaction that would be transformative to Forestar. Our proposed transaction would be effected through a merger of a newly formed, wholly owned subsidiary of D.R. Horton with Forestar (the Merger ). The Merger would have a cash election feature in which Forestar stockholders would have the right to elect, for each share of common stock held, either to receive $16.25 per share in cash as merger consideration, or to retain such share of the surviving entity ( Forestar Successor ). Cash and stock elections will be prorated, as appropriate, such that 75% of the shares of Forestar common stock outstanding before the Merger are converted into the $16.25 per share cash consideration. Following the Merger, D.R. Horton would own 75% of the outstanding Forestar Successor shares, and existing stockholders would own 25% of the outstanding Forestar Successor shares. Forestar would remain a public company and the common shares of Forestar Successor would continue to be traded on the NYSE following the Merger. Concurrently with the execution of a merger agreement (the Definitive Agreement ), we propose that D.R. Horton and Forestar enter into a land-supply arrangement (the Master Supply Agreement ), the form of which accompanies this letter, under which D.R. Horton and Forestar would collaborate to identify attractive new raw-land assets for Forestar to develop. Following the identification and development of those assets, Forestar would sell developed lots to D.R. Horton and other builders. We believe that the proposed opportunity to partner with America s largest homebuilder on a long-term land supply arrangement provides Forestar with a unique and compelling growth opportunity. D.R. Horton currently has approximately 227,000 lots owned and under control, and over time we would expect Forestar to be providing a meaningful percentage of our lots under option.

13 We expect that D.R. Horton and Forestar would also enter into a stockholders agreement, the form of which accompanies this letter, providing D.R. Horton with customary governance rights and restrictions commensurate with the equity interest it would acquire in the Merger. We believe that our proposal will deliver significant value to, and be enthusiastically supported by, your stockholders. The proposal allows your stockholders to receive a substantial premium to the Starwood price and provides your stockholders the opportunity to participate in the future growth potential of the Forestar/D.R. Horton relationship. Our proposal provides certainty of closing that is superior to the Starwood transaction. D.R. Horton has the necessary cash and other immediately available funds to complete the transaction. Our proposal is not conditioned upon any regulatory or third party approvals, and we believe that we would be in a position to close the transaction quickly. We require minimal confirmatory due diligence. Such diligence can be completed simultaneously with our finalization of definitive documentation for the proposed transaction. The board of directors of D.R. Horton unanimously supports this proposal. We are confident that, after you have considered our proposal, you will agree that its terms are considerably more attractive to your stockholders than the Starwood transaction, that our proposal constitutes or could reasonably be expected to constitute a Superior Proposal under the terms of the Starwood merger agreement, and that it would be inconsistent with the Forestar board s fiduciary duties to Forestar stockholders not to promptly engage in discussions with us regarding our proposal. We respectfully request that you make that determination as soon as possible. We believe time is of the essence, and we are prepared to engage immediately with the Forestar board and its advisors to undertake confirmatory due diligence and negotiate definitive transaction documentation. We have already dedicated considerable time and resources to an analysis of a potential transaction. We have retained Moelis & Company as our financial advisor and Gibson, Dunn & Crutcher LLP as our legal advisor. Our team is prepared to devote the additional time and resources necessary to ensure a smooth and expedited process. We and our advisors are ready to meet with you and your team at any time to discuss this proposal and to answer any questions you or they may have regarding our proposal. If you have any questions or would like me to clarify any aspect of our proposal, please do not hesitate to call me at (817) This letter does not create or constitute any legally binding obligation or commitment by us regarding the proposed transaction, and there will be no legally binding agreement between us regarding the proposed transaction unless and until a Definitive Agreement is executed by D.R. Horton and Forestar. Sincerely, David Auld President and Chief Executive Officer 2

14 Exhibit 99.3 June 5, 2017 OPERATOR Good morning and welcome to D.R. Horton s conference call to discuss its merger proposal. [OPERATOR INSTRUCTIONS] I will now turn the call over to Jessica Hansen, Vice President of Investor Relations for D.R. Horton. Jessica (Forward-Looking Statements) Thank you, Kevin, and good morning. Welcome to our call to discuss the merger proposal we have submitted to Forestar Group and that we announced in our press release this morning. Please visit investor.drhorton.com/for for a slide deck detailing our proposed transaction. Before we start, I need to say that today s call may include comments that constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of Although D.R. Horton believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. All forward-looking statements are based upon information available to D.R. Horton on the date of this conference call, and D.R. Horton does not undertake any obligation to publicly update or revise any forward-looking statements. Additional information about issues that could lead to material changes in performance is contained in D.R. Horton s annual report on Form 10-K, and our most recent quarterly report on Form 10-Q, both of which are filed with the Securities and Exchange Commission. 1

15 This morning s press release can be found on our website at investor.drhorton.com along with a slide deck detailing the proposed transaction. We will open the call to a question and answer session after our prepared remarks, and we also encourage anyone with questions after the call to us at InvestorRelations@drhorton.com. Now, I will turn the call over to David Auld, D.R. Horton s President and CEO. DAVID (Intro) Thank you, Jessica, and good morning. In addition to Jessica, I am pleased to be joined on this call by Mike Murray, our Executive Vice President and Chief Operating Officer, and Bill Wheat, our Executive Vice President and Chief Financial Officer. I trust you have all seen our press release and we thank you for joining us on short notice to discuss the details of what we believe is a compelling proposal to acquire 75% of Forestar s outstanding shares for $16.25 per share in cash. This represents a $2 per share or 14 percent premium to the transaction that they currently have with Starwood Capital, AND it allows Forestar to continue as a publicly traded company strategically aligned with the largest homebuilder in the country. This alignment creates significant opportunities for growth and meaningful upside value creation for all Forestar shareholders. As background, Forestar is a publicly traded land development company headquartered in Austin, Texas. As of March 31, 2017, Forestar owned interests in 49 residential and mixed-use projects in 14 markets across 10 states, representing approximately 9,700 residential lots. As many of you know, D.R. Horton has been focused on limiting the number and duration of lots that we own. This has improved our returns, but has also created a tremendous appetite for optioned lots and lots developed by others. We believe that Forestar can help satisfy this demand and become a large national, publiclytraded land development company. 2

16 With a close strategic relationship with D.R. Horton, we think that Forestar would have significant growth potential. We respect Forestar s management team, and together, we believe we could grow this platform and take advantage of this exciting market opportunity. Last year we evaluated and pursued a potential transaction with Forestar, but we were unable to reach mutually acceptable terms. Since then, the Forestar team has made significant progress disposing of non-core assets and on focusing its business. As the Forestar Board has agreed to a transaction that would take their company private, and there is a stockholder vote scheduled for July 7th, we feel it is important to express our interest publicly now to give the Forestar Board and its shareholders time to review our proposal. We believe our proposal is clearly superior, and we sent a letter to the Forestar Board this morning encouraging them to move promptly to capture this increased value for their shareholders. Simply put, we believe this transaction is mutually beneficial to Forestar and D.R. Horton shareholders. Forestar shareholders would receive a substantial premium over their current transaction and have the opportunity to participate in the upside of a company that is strategically aligned with D.R. Horton, which intends to use its scale, resources and relationships as the largest homebuilder in the U.S. to organically grow Forestar more aggressively than it has grown in the past. And for D.R. Horton shareholders, our proposal is consistent with our stated long-term strategy of developing strong relationships with land developers across the country and growing the optioned portion of our land and lot position to enhance both operational efficiency and returns. The proposed transaction would provide D.R. Horton a unique platform to accelerate this strategy. We are excited about this strategic opportunity for both companies. I will now turn the call over to Mike Murray, our Chief Operating Officer, who will provide more details about the proposal. 3

17 MIKE (Transaction Overview) Thank you, David. As you saw in our press release and as David just discussed, we are offering to purchase 75% of the outstanding shares of Forestar for $16.25 per share. The remaining 25% or approximately 10.7 million shares that D.R. Horton does not acquire would remain publicly traded, ensuring that Forestar continues to have access to growth capital to support the increasing scale of its business. Through its operating relationship with D.R. Horton, the future Forestar would have the potential to become a large-scale, national land developer. While we are the largest homebuilder in the country with market leading positions in many of the largest U.S. housing markets, including the number one position in four of the top five markets, we are continually focused on increasing share in our current markets and finding new markets to serve. We are uniquely positioned to accelerate and maximize value from Forestar s existing communities and to help organically grow their platform into the leading residential land development company in the United States, selling lots to D.R. Horton and other homebuilders. We have developed a set of reasonable estimates to represent our view of the potential value creation from this proposal. Over a five-year period, we believe this strategic relationship could result in over 10,000 incremental annual lot deliveries with no new significant capital requirements by leveraging existing Forestar assets and people from both companies. We expect this would generate more than $1 billion in additional annual revenue and attractive returns on capital. As part of our proposal, the future Forestar would be led by Executive Chairman Donald Tomnitz, who served as Chief Executive Officer of D.R. Horton for over 15 years, along with a strong management team that is expected to include Forestar s current experienced professionals. 4

18 D.R. Horton is proposing to acquire a significant 75% ownership position in Forestar to ensure we have the necessary management control to establish the strategic direction and drive the operational execution that would be required to maximize the future value potential of Forestar. We strongly believe that our offer is clearly a superior proposal due to the combination of our higher cash offer per share and the ability for Forestar s shareholders to retain a 25% ownership position in a company with potential for a substantially higher valuation due to enhanced growth prospects resulting from a strategic relationship with D.R Horton. Given the opportunity, we look forward to engaging in collaborative discussions with the Forestar board to determine the final terms of the proposed merger, the operational relationship, board structure and shareholder governance between D.R. Horton and Forestar. We have already drafted a proposed Merger Agreement, Master Supply Agreement and Shareholder Agreement and believe these could be finalized very quickly. I ll now turn the call over to Bill Wheat, our Chief Financial Officer, for some additional commentary on the financial profile of the future Forestar and D.R. Horton s funding of the proposed transaction. BILL (Balance Sheet) Thank you, Mike. In the near term following the proposed merger, we expect Forestar to fund its growth across new and existing markets with its cash on hand and by redeploying the capital generated as they sell through their current assets. Forestar has recently been generating cash from the sale of assets unrelated to its residential land development business, and as of March 31, 2017, had a cash balance of $337 million and outstanding debt of $112 million. This is a solid, conservative financial profile that the proposed relationship with D.R. Horton would begin to build on to drive additional value. 5

19 In the future, we expect that Forestar will be well-positioned as a public company to opportunistically raise capital in the public debt and equity markets to help fund its growth and achieve scale. D.R. Horton is rated investment grade and has the cash and other immediately available capital to fund the approximately $520 million investment. After the close of the proposed transaction, we expect our homebuilding leverage, which is D.R. Horton s homebuilding debt to total capital, to remain below 30%, and we do not expect this transaction to have an impact on our previously issued fiscal 2017 guidance. David? DAVID (Conclusion) Thank you, Bill. In conclusion, let me say again that we are excited about a strategic relationship with Forestar and the significant opportunities a merger creates for both of our companies. The $16.25 per share value in our offer is superior to Forestar s current merger agreement and allows Forestar to remain a public company, partnered with the largest homebuilder in the United States. This strategic relationship will create significant value for the shareholders of both companies and enhance both companies operational efficiencies, returns and growth potential. Thank you. Jessica? JESSICA This concludes our prepared remarks, and we will now host any questions. If you have additional questions after the call, please us at InvestorRelations@drhorton.com. 6

20 DAVID (After Q&A Closing) Thank you, Kevin. We appreciate everyone s time on the call today and look forward to beginning conversations with the Forestar board and updating you on our progress as appropriate. We encourage you to use InvestorRelations@drhorton.com to reach out to us with any feedback or questions or feedback. Thank you again, and have a great day. 7

21 Proposal to Forestar Group Inc. June 5, 2017 Sandalwood, Bay Area, California Foothills Estates, Las Vegas, Nevada Tamarron, Houston, Texas Waterleigh, Orlando, Florida Daves Creek Reserve Atlanta, Georgia Catherine Crest Seattle, Washington Exhibit 99.4

22 This and data presentation security breaches. may include Additional forward-looking information statements about issues as defined that could by lead the Private to material Securities changes Litigation in performance Reform is Act contained of in Although D.R. Horton s D.R. Horton annual believes report on any Form such 10-K statements and our are most based recent on reasonable quarterly report assumptions, Form there 10-Q, is no both assurance of which that are actual filed with outcomes the Securities will not be and materially Exchange different. Commission. Factors Forward-Looking that may cause Statements the actual results to be materially different from the future results expressed by the forward-looking statements include, but are not limited to: our ability to enter into mutually satisfactory definitive transaction agreements with Forestar, obtain any requisite approval from Forestar stockholders, and satisfy any conditions to closing of such proposed transaction; other risks related to the completion of the proposed transaction and actions related thereto; the cyclical nature of the homebuilding industry and changes in economic, real estate and other conditions; constriction of the credit markets, which could limit our ability to access capital and increase our costs of capital; reductions in the availability of mortgage financing provided by government agencies, changes in government financing programs, a decrease in our ability to sell mortgage loans on attractive terms or an increase in mortgage interest rates; the risks associated with our land and lot inventory; home warranty and construction defect claims; the effects of a health and safety incident; the effects of negative publicity; supply shortages and other risks of acquiring land, building materials and skilled labor; the impact of an inflationary, deflationary or higher interest rate environment; reductions in the availability of performance bonds; increases in the costs of owning a home; the effects of governmental regulations and environmental matters on our homebuilding operations; the effects of governmental regulations on our financial services operations; our significant debt and our ability to comply with related debt covenants, restrictions and limitations; competitive conditions within the homebuilding and financial services industries; our ability to effect our growth strategies, acquisitions or investments successfully; the effects of the loss of key personnel; and information technology failures

23 Proposed Transaction Overview

24 Proposed Transaction Overview D.R. Horton ( DHI ) is proposing to purchase 75% of the outstanding shares of Forestar ( FOR ) for $16.25 per share The approximately 10.7 million shares that DHI does not acquire will remain publicly traded FOR would become a large-scale, national land developer through a mutually beneficial relationship with DHI Together, FOR and DHI would identify land development opportunities to expand FOR s platform across DHI s broad national footprint DHI would acquire a large portion of FOR s developed lots at market prices As the nation s leading homebuilder with operations in all of FOR s major markets, DHI is well-positioned to help FOR maximize returns in its existing communities FOR would remain a public company with ability to fund near term growth through existing cash and redeploying capital generated from efficiently selling FOR s current assets. FOR would opportunistically access capital markets to support its growth as the scale of the business increases FOR would be led by new Executive Chairman Don Tomnitz, who was DHI s CEO for over 15 years, and would be supported by a best in class management team and board of directors FOR stockholders would have the right to elect either cash or to retain their shares. Cash and stock elections would be prorated so that after the transaction, DHI would own 75% of outstanding FOR shares and existing stockholders would own 25%

25 Strategic Rationale of Combination Land development and homebuilding are highly related, but fundamentally different businesses As the nation s largest homebuilder on pace to close approximately 45,000 homes in fiscal 2017, DHI has an immense appetite for finished lots DHI is committed to owning no more than a 2 to 3 year supply of lots and supplementing the rest of its land pipeline through lot option purchase agreements with land developers Most land developers lack the scale and access to capital to be consistent suppliers of a significant portion of lots to DHI across its national footprint In partnership with DHI, FOR would become a national, well-capitalized land development company, selling lots directly to DHI and other builders FOR would benefit from DHI s network of markets, long-tenured employees and land seller and business relationships to rapidly accelerate growth FOR remaining a public company is essential to ensuring access to growth capital as the business scales

26 Operational Overview Operational terms of the relationship between DHI and FOR would be outlined and agreed to in the Master Supply Agreement FOR would be led by an experienced management team incented to maximize value for FOR s stockholders FOR would be led by Executive Chairman Donald Tomnitz, who was DHI s Chief Executive Officer for over 15 years The future FOR would benefit from a focused strategy and the continuity of its experienced professionals New land deals would be sourced in two ways: FOR s existing land acquisition and development professionals DHI s experienced local teams that span 78 markets All new land deals would be approved by the new FOR investment committee Lots would be developed by FOR and then sold to DHI and other builders at market prices

27 Strategic Rationale: DHI is a best-in-class homebuilder that will benefit from a strong strategic relationship with a separate land development company Advances DHI s focus on maximizing return on assets and inventory turns DHI s deep in-market relationships, operating platform and economies of scale allow for both FOR (land) and DHI (homebuilder) to achieve target returns DHI has sufficient cash and available capital for the transaction while maintaining its leverage ratio (homebuilding debt to total capital) below 30% Strategic Rationale: DHI s platform offers FOR additional geographic and price point diversity Access to DHI s proven land acquisition and development teams with experience in their markets across cycles Proprietary sharing of builder data for evaluation of proposed land projects Capitalizes on land development opportunities as builders shorten land positions Limits disposition risk as a result of DHI s plan to buy the majority of finished lots FORESTAR D.R. Horton Strategic Rationale & Underwriting Existing Project Underwriting: Sourcing parameters determined by DHI management Geographic Focus: Diversified Acquisition Price: Market for finished lots Payback Period: 1 to 2 years Pre-tax Return on Inventory: 20% Project Underwriting: Sourcing parameters determined by FOR management with access to DHI resources Geographic Focus: Diversified Acquisition Price: Negotiated raw land prices Payback Period: 2 to 5 years IRR: high teens+

28 STAND-ALONE FORESTAR CHALLENGES FUTURE FORESTAR STRENGTHS Difficulty identifying critical mass of attractive projects to deploy excess cash and drive growth with current platform Lack of geographic diversification and depth in current markets Inability to effectively leverage SG&A with current scale Lack of a clear path to future growth and profitability Limited access to and high cost of capital Ability to deliver a significantly increased number of communities and lots across a geographically diversified platform Access to experienced in-market land sourcing and development teams Improved overhead leverage at corporate and divisional levels A transparent, simplified, profitable business plan Improved access to and lower cost of capital Unlocks potential of FOR s team through a new focused growth strategy FOR would significantly benefit from its strategic relationship with DHI The Future Forestar

29 A strategic relationship with DHI would drive significant growth and value creation for FOR by capitalizing on the market opportunity available due to a lack of multi-market, well-capitalized, large scale land developers Sources: DHI Management, public filings, Forestar definitive proxy filed 6/1/17 Future Forestar Value Creation Lot Deliveries Lot Revenues ($MM) Lot Development Operating Profit ($MM) Assumptions / Projections: The above growth plan is based on future DHI-sourced projects and does not include lot deliveries, revenue or operating profits from FOR s existing assets DHI expects to accelerate lot absorptions and improve the return profile across FOR s existing asset base, but those benefits are not included in this analysis DHI sources 8 projects for FOR within the first year, scaling up to a run-rate of 24 projects per year by 2021 across DHI s 78 operating markets Project level assumptions are based on a representative sample of deals that DHI either currently owns or controls This growth plan is funded with FOR s existing balance sheet and assumes modest project-level leverage and no new equity

30 Letter to Forestar Board of Directors

31 Proposed Master Supply Agreement Promotes FOR s acquisition, development and sale of lots to DHI and other builders FOR and DHI teams would collaborate on new lot development opportunities across DHI s broad national footprint FOR and DHI teams would each source and present potential lot development opportunities for evaluation For potential lot development opportunities sourced by FOR, 50% of lots would be offered to DHI on market terms; if DHI declines offer, FOR may market and sell the lots to other builders DHI would present potential lot development opportunities to FOR with up to 100% of the lots to be sold to DHI; if the parties fail to agree on terms, DHI will retain the opportunity Approval of independent directors would be required as appropriate

32 Proposed Stockholders Agreement Customary terms for this type of investment including: Permits DHI to nominate a number of members of FOR s board of directors commensurate with DHI s equity ownership The FOR board of directors would include at least three independent directors Provides DHI customary controlling shareholder consent rights at any time it owns more than 30% of the outstanding FOR equity Establishes an investment committee for decisions regarding property acquisitions and certain debt incurrences by FOR

33 D.R. Horton Overview

34 Traded on NYSE as DHI #1 builder for 15 consecutive years1 Annual revenues of $13.1 billion2 43,075 in annual homes closed2 Annual pre-tax income of $1.5 billion2 Total assets of $11.9 billion3 Shareholders equity of $7.2 billion3 Book value per share of $ D.R. Horton, Inc. Notes: By closings volume for fiscal years 2002 to 2016 Twelve months ended March 31, 2017 As of March 31, 2017

35 5-Year Cumulative Return: (May 2012 May 2017) D.R. Horton Key Events DHI has successfully managed to outperform the market through multiple cycles, delivering outsized returns to its shareholders 2002: DHI becomes America s largest builder by closings volume : DHI continues expansion strategy by acquiring 14 homebuilders 1987: DHI expands beyond Dallas/Fort Worth, TX 1978: Donald R. Horton founds DHI 1992: DHI completes successful IPO (currently, NYSE:DHI) 2002: Acquisition of Schuler Homes for $1.2 billion (market positions in California, Colorado, Oregon, Washington, Arizona, and Hawaii) Since 2009: DHI has shifted underwriting toward short-term deals, quick return-of-capital and improving ROI and efficiency : DHI successfully manages downturn through disciplined underwriting. DHI is able to maintain financial strength to take immediate advantage of the ensuing market recovery Source: Company Website, Company Annual Reports, International Directory of Company Histories (Vol. 58. St. James Press) Cumulative Return Since D.R. Horton IPO: (June 1992 May 2017) Delivering Outsized Returns : DHI successfully acquires and integrates five homebuilders

36 Geographic Footprint Source: Builder Magazine 2017 Local Leaders issue Note: Market share rankings based on homes closed Green text represents common DHI and FOR markets 78 Markets 26 States

37 Average employee tenure: Executive Team and Region Presidents over 20 years Division Presidents and City Managers over 13 years Management Tenure & Experience

38 Homes for entry-level, move-up, active adult and luxury buyers < $200k $500k+ Represents homes closed for the trailing twelve months ended 3/31/17 7% Broad Range of Product Offerings

39 The heart of our business Offered across all 78 markets and 26 states we operate in 67% of homes closed and 70% of home sales revenue Average selling price of $311,000 Introduced in July 2016 as carefree affordable living for active adults Currently in 10 markets and 8 states Low-maintenance lifestyle Expect to have available in approximately 1/3 of our 78 markets by the end of the year Introduced in 2014, targeted at the true entry-level buyer Currently in 55 markets and 18 states 29% of homes closed and 22% of home sales revenue Average selling price of $220,000 Introduced in 2013, focused on the higher-end move up and luxury buyer Currently in 43 markets and 18 states 4% of homes closed and 8% of home sales revenue Average selling price of $617,000 Family of Brands DHI targets the entire spectrum of homebuyers from entry-level to luxury through its suite of respected brands Note:Based on Q2 FY 2017 results

40 Source: DHI Management Note:$ in billions Land and Development Investment DHI is one of the largest acquirers and developers of land in North America

41 Additional 10 of the U.S. Information Securities In Act connection of 1933, with as amended. the possible completion of D.R. Horton s proposed transaction with Forestar, it is expected that the parties would cause the filing with the SEC of a registration statement on Form S-4 that would include a proxy statement/prospectus to be distributed to Forestar stockholders. SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The registration statement, proxy statement/prospectus and other relevant documents will be available at no cost at the SEC s website at and on D.R. Horton s website at investor.drhorton.com. Copies may also be obtained at no cost by contacting D.R. Horton s Investor Relations department by telephone at (817) or by at InvestorRelations@drhorton.com. D.R. Horton and its directors and certain of its executive officers may be deemed to be participants in any solicitation in connection with the proposed transaction with Forestar. Information regarding D.R. Horton s directors and executive officers is available in D.R. Horton s proxy statement for the 2017 Annual Meeting of Stockholders, filed with the SEC on December 9, Other information regarding D.R. Horton participants in any proxy solicitation in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. As of the date hereof, the D.R. Horton participants do not own any securities of Forestar. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section