Item 1.01. Entry into a Material Definitive Agreement.
On August 7, 2020, Forestar Group Inc. ("Forestar") entered into an equity
distribution agreement (the "Equity Distribution Agreement") with J.P. Morgan
Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, Wells
Fargo Securities, LLC, TD Securities (USA) LLC, Fifth Third Securities, Inc.,
BofA Securities, Inc. and BTIG, LLC (each, a "Sales Agent" and collectively, the
"Sales Agents") with respect to the offering and sale from time to time through
the Sales Agents, as Forestar's sales agents, of shares of Forestar's common
stock, par value $1.00 per share, having an aggregate offering price of up to
$100 million (the "Shares"). Sales of the Shares, if any, will be made by means
of ordinary brokers' transactions through the facilities of the New York Stock
Exchange at market prices, in block transactions or as otherwise agreed between
Forestar and the Sales Agents. Under the terms of the Equity Distribution
Agreement, Forestar may also sell Shares from time to time to a Sales Agent as
principal for its own account at a price to be agreed upon at the time of sale.
The Equity Distribution Agreement provides that each Sales Agent, when it is
acting as Forestar's sales agent, will be entitled to compensation of up to 2%
of the gross sales price of the Shares sold through such Sales Agent, depending
on the number of Shares sold. Forestar has no obligation to offer or sell any
Shares under the Equity Distribution Agreement, and may at any time suspend
offers and sales under the Equity Distribution Agreement.
In the ordinary course of business, certain of the Sales Agents or their
respective affiliates have provided and may in the future provide commercial,
financial advisory or investment banking services for Forestar and its
subsidiaries for which they have received or will receive customary
compensation.
The Shares will be issued pursuant to Forestar's shelf registration statement,
which became effective October 4, 2018 (Registration No. 333-227505), as
supplemented by the prospectus supplement dated August 7, 2020.
The summary of the Equity Distribution Agreement in this report does not purport
to be complete and is qualified by reference to the full text of the Equity
Distribution Agreement, which is filed as Exhibit 1.1, to this Current Report on
Form 8-K and is incorporated herein by reference. The legal opinion of Gibson,
Dunn & Crutcher LLP relating to the Shares to be issued pursuant to the Equity
Distribution Agreement is included as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Equity Distribution Agreement, dated as of August 7, 2020, among
Forestar Group Inc. and the Sales Agents named therein.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document
contained in Exhibit 101).
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