8-KMaterial AgreementsOther EventsExhibits & Filings

HORTON D R INC /DE/ 8-K Report, Material Agreement (Feb 8, 2013)

Filed February 8, 2013For Securities:DHI

Summary

D.R. Horton, Inc. (DHI) filed an 8-K on February 8, 2013, to report on a significant debt offering completed on February 5, 2013. The company successfully issued $400 million in 3.625% Senior Notes due 2018 and $300 million in 4.750% Senior Notes due 2023, raising a total of $700 million before expenses. The net proceeds of approximately $695.1 million are intended to strengthen the company's financial position and support its operations. The issuance of these notes, governed by a senior debt securities indenture, involves guarantees from substantially all of D.R. Horton's homebuilding subsidiaries. The filing also details terms related to optional redemption and potential consequences of a change of control event, including a possible offer to repurchase notes if combined with a ratings downgrade.

Key Highlights

  • 1D.R. Horton completed a public offering of $400 million in 3.625% Senior Notes due 2018 and $300 million in 4.750% Senior Notes due 2023.
  • 2The company received net proceeds of approximately $695.1 million from the offering.
  • 3The new notes are unsecured, general obligations of the company, ranking senior to any future subordinated debt.
  • 4The notes are guaranteed by substantially all of D.R. Horton's current homebuilding subsidiaries.
  • 5The offering documents outline provisions for optional redemption of the notes by the company.
  • 6A change of control event, coupled with a ratings downgrade, could trigger an offer to repurchase the notes at 101% of the principal amount.
  • 7The filing also addresses guarantees by additional subsidiaries for existing and new debt securities.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the material definitive agreement related to D.R. Horton's completion of a public offering of senior notes on February 5, 2013.

D.R. Horton raised a total of $700 million in aggregate principal amount through the issuance of its 2018 Notes ($400 million) and 2023 Notes ($300 million). The net proceeds after underwriting discounts and commissions were approximately $695.1 million.

The 3.625% Senior Notes due 2018 mature on February 15, 2018, and the 4.750% Senior Notes due 2023 mature on February 15, 2023. Both series accrue interest semi-annually, with payments due on February 15 and August 15, starting August 15, 2013. The notes are general unsecured obligations of the company and its guarantors.

If a change of control event occurs and is accompanied by a ratings downgrade for either series of notes, D.R. Horton will be required to offer to purchase the affected notes from holders at 101% of their principal amount, plus accrued interest, subject to certain exceptions.