Item 8.01. Other Events.
On July 29, 2021, D.R. Horton, Inc. (the "Company") and the Guarantors (as
defined below) entered into an underwriting agreement (the "Underwriting
Agreement") with Citigroup Global Markets Inc., Mizuho Securities USA LLC and
Wells Fargo Securities, LLC as representatives of the several underwriters named
therein, with respect to the offering and sale in an underwritten public
offering (the "Offering") by the Company of $600 million aggregate principal
amount of its 1.300% Senior Notes due 2026 (the "Notes").
The Offering has been registered under the Securities Act pursuant to a
registration statement on Form S-3, File No. 333-258236 of the Company and
certain direct and indirect wholly-owned subsidiaries of the Company listed as
co-registrants thereto (the "Guarantors") and the prospectus supplement dated
July 29, 2021 and filed with the Securities and Exchange Commission pursuant to
Rule 424(b) of the Securities Act of 1933, as amended, on August 2, 2021. The
Offering is expected to close on August 5, 2021, subject to customary closing
conditions. Certain legal opinions relating to the Notes are also filed herewith
as Exhibits 5.1 and 5.2.
The Notes will be issued pursuant to an Indenture between the Company and Truist
Bank (formerly known as Branch Banking and Trust Company) (the "Trustee"), as
trustee, dated as of October 10, 2019, as supplemented by the Fourth
Supplemental Indenture with respect to the Notes (the "Fourth Supplemental
Indenture"), to be dated as of August 5, 2021, among the Company, the Guarantors
and the Trustee. The Notes will be represented by a global security, which is
included as an exhibit to the Fourth Supplemental Indenture. The form of the
Fourth Supplemental Indenture and the form of the Notes are filed as Exhibits to
this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated as of July 29, 2021, among D.R. Horton,
Inc., the Guarantors named therein and Citigroup Global Markets Inc.,
Mizuho Securities USA LLC and Wells Fargo Securities, LLC as
representatives of the underwriters named therein.
4.1 Form of Fourth Supplemental Indenture, to be dated August 5, 2021, among
D.R. Horton, Inc., the Guarantors named therein and Truist Bank (formerly
known as Branch Banking and Trust Company), as trustee.
4.2 Form of 1.300% Senior Notes due 2026 (included in Exhibit 4.1).
5.1 Opinion of Thomas B. Montaño, Esquire.
5.2 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Thomas B. Montaño, Esquire (included in Exhibit 5.1)
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.2)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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