UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ______________________________
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 21, 2019
  ______________________________
D.R. Horton, Inc.
(Exact name of registrant as specified in its charter)
______________________________

Delaware
 
1-14122
 
75-2386963
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1341 Horton Circle, Arlington, Texas 76011
(Address of principal executive offices)
Registrant’s telephone number, including area code: (817) 390-8200
  ______________________________

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 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
 
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share
 
DHI
 
New York Stock Exchange
5.750% Senior Notes due 2023
 
DHI 23A
 
New York Stock Exchange

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 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-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. ¨
 



Item 1.01.    Entry into a Material Definitive Agreement.

Effective June 21, 2019 , DHI Mortgage Company, Ltd., a Texas limited partnership (“DHI Mortgage” or the “Seller”), and a subsidiary of D.R. Horton, Inc., a Delaware corporation, U.S. Bank National Association, a national banking association, as a buyer, and as administrative agent, (“U.S. Bank” or “Buyer” or “Administrative Agent”) and other buyers listed as a buyer (collectively, the "Buyers") hereto entered into the Eighth Amendment to the Second Amended and Restated Master Repurchase Agreement (the “ Eighth Amendment”) . The Seller, the Buyers, and the Administrative Agent are parties to a Second Amended and Restated Master Repurchase Agreement dated as of February 27, 2015 , a First Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 26, 2016 , a Second Amendment to Second Amended and Restated Master Repurchase Agreement dated as of June 24, 2016 , a Third Amendment to Second Amended and Restated Master Repurchase Agreement dated as of September 23, 2016 , a Fourth Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 24, 2017 , a Fifth Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 23, 2018 , a Sixth Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 22, 2019 , and a Seventh Amendment to Second Amended and Restated Master Repurchase Agreement dated as of March 26, 2019 , (as amended, restated, or otherwise modified from time to time, collectively, the “Amended Repurchase Facility”).

The Amended Repurchase Facility provides financing and liquidity to DHI Mortgage by facilitating purchase transactions in which DHI Mortgage transfers eligible loans to Buyers against the transfer of funds by Buyers (thereby becoming purchased loans). The purchase transactions are based on the terms and conditions in the Amended Repurchase Facility and the ancillary or operative agreements attached thereto or referred to therein, including the Amended and Restated Custody Agreement, dated March 1, 2013, by and between DHI Mortgage and U.S. Bank.

The Eighth Amendment increases the maximum aggregate commitment amount to $900 million , with an increase to $1.1 billion for approximately 30 days at the end of the Seller's third fiscal quarter and 45 days at the end of the Seller's fourth fiscal quarter. In addition, the accordion feature under the Amended Repurchase Facility was increased to allow for a maximum aggregate commitment amount of $1.2 billion , based on the Administrative Agent obtaining increased committed sums from existing Buyers or through the addition of new buyers. Amounts outstanding under the Amended Repurchase Facility are not guaranteed by D.R. Horton, Inc. or any of its subsidiaries that guarantee homebuilding debt.

The Eighth Amendment also increases the Wet Loans Sublimit allowed under the Amended Repurchase Facility.

The Eighth Amendment is filed herewith as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
 

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01. “Entry into a Material Definitive Agreement” is hereby incorporated by reference into this Item 2.03.


Item 9.01.    Financial Statements and Exhibits.

(d)
Exhibit

10.1
    

2


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.

 
 
 
D.R. Horton, Inc.
 
 
Date:
June 26, 2019
 
By:
/ S / B ILL  W. W HEAT
 
 
 
 
Bill W. Wheat
 
 
 
 
Executive Vice President and
 
 
 
 
Chief Financial Officer


3

Exhibit 10.1


EIGHTH AMENDMENT TO
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “ Amendment ”), dated as of June 21, 2019 is by and between DHI Mortgage Company, Ltd., a Texas limited partnership (the “ Seller ”), the Buyers party to the Repurchase Agreement (defined below) (the “ Buyers ”), and U.S. Bank National Association, a national banking association, as administrative agent for the Buyers (the “ Administrative Agent ”).
RECITALS
A.    The Seller, the Buyers, and the Administrative Agent are parties to a Second Amended and Restated Master Repurchase Agreement dated as of February 27, 2015 , a First Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 26, 2016 , a Second Amendment to Second Amended and Restated Master Repurchase Agreement dated as of June 24, 2016 , a Third Amendment to Second Amended and Restated Master Repurchase Agreement dated as of September 23, 2016 , a Fourth Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 24, 2017 , a Fifth Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 23, 2018 , a Sixth Amendment to Second Amended and Restated Master Repurchase Agreement dated as of February 22, 2019 , and a Seventh Amendment to Second Amended and Restated Master Repurchase Agreement dated as of March 26, 2019 (as amended, restated, or otherwise modified from time to time, the “ Repurchase Agreement ”).
B.    The parties hereto desire to amend the Repurchase Agreement as provided herein.
AGREEMENT
In consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions . Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.
Section 2. Amendments .
2.1     Definitions . Section 1.2 of the Repurchase Agreement is amended by adding or amending and restating, as applicable, the following definitions thereto, to read in their entireties as follows:
“ Swing Line Limit ” means, for any day, the lesser of (x) $150,000,000, and (y) the Maximum Aggregate Commitment minus the Aggregate Outstanding Purchase Price outstanding on that day, being the maximum amount that may be funded and outstanding on that day under the Swing Line.
2.2     Request for Increase in Maximum Aggregate Commitment . Section 2.3 of the Repurchase Agreement is amended and restated in its entirety as follows:
2.3. Request for Increase in Maximum Aggregate Commitment . The Seller may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to $1,200,000,000 for a period for such increase being designated by the Seller (but not less than 30 days, or if less, the period remaining until the Termination Date); provided that no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the


sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then the Pro Rata ownership interest in the Purchased Loans of each Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the ownership interests in the Purchased Loans of each Buyer shall automatically be adjusted accordingly.
2.3     Transaction Sublimits . Section 4.2(b) of the Repurchase Agreement is amended and restated in its entirety as follows:
(b)    The outstanding Purchase Prices of all Purchased Loans that are Wet Loans shall not exceed (x) 65% of the Maximum Aggregate Commitment for the last five Business Days of each March, June, September and December, and the first five Business Days of each April, July, October and January; (y) 55% of the Maximum Aggregate Commitment on any of the first five and last five Business Days of any other month; or (z) 35% of the Maximum Aggregate Commitment on any other day (the “ Wet Loans Sublimit ”).
2.4     Schedules . Schedule BC to the Repurchase Agreement is amended and restated to read in its entirety as set forth on Schedule BC hereto.
Section 3. Effectiveness . This Amendment shall become effective as of the date first above written upon the Seller’s fulfillment of the following conditions precedent:
3.1    The Administrative Agent shall have received (or be satisfied that it will receive by such deadline as the Administrative Agent shall specify) the following, all of which must be satisfactory in form and content to the Administrative Agent:
(a) this Amendment, duly executed by the Seller, the Required Buyers, and the Administrative Agent;
(b) a closing fee in the amount of $300,000, for distribution to the Buyers in accordance with each Buyer’s Pro Rata Share of the increase in the base Maximum Aggregate Commitment; and
(c) a certificate of the General Partner’s corporate secretary or assistant secretary or other authorized officer dated as of the date hereof as to (i) the incumbency of the officers of the Seller executing this Amendment and all other Repurchase Documents executed or to be executed by or on behalf of the Seller, (ii) the authenticity of their signatures, and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it (the Administrative Agent, the Buyers and the Custodian shall be entitled to rely on that certificate until the Seller has furnished a new certificate to the Administrative Agent), (iii) resolutions of the General Partner’s board of directors, authorizing the execution, delivery and performance by the Seller of this Amendment and all other Repurchase Documents to be delivered by the Seller pursuant to this Amendment and (iv) copies of the Seller’s (1) limited partnership agreement, (2) certificate of limited partnership issued by the state of Texas, (3) articles of incorporation certified by the Secretary of State of the State of the General Partner, and (4) bylaws and all amendments, or certification that there have been no changes to such documents since a true and correct copy thereof was delivered to the Administrative Agent and that such documents are in full force and effect.
3.2    Payment to the Administrative Agent or the Custodian, as applicable, of all fees and expenses (including the disbursements and reasonable fees of the Administrative Agent’s attorneys) of the Administrative Agent and the Buyers payable by Seller pursuant to Section 9 of the Repurchase Agreement accrued and billed for to the date of the Seller’s execution and delivery of this Agreement.


2



Section 4. Miscellaneous .
4.1     Ratifications . This Amendment shall modify and supersede all terms and provisions set forth in the Repurchase Documents that are inconsistent with this Amendment, and the terms and provisions of the Repurchase Documents are ratified and confirmed and shall continue in full force and effect.
4.2     Seller Representations and Warranties . The Seller hereby represents and warrants that the representations and warranties set forth in Section 15 of the Repurchase Agreement are true and correct in all material respects with the same force and effect on and as of the date hereof as though made as of the date hereof.
4.3     Survival . The representations and warranties made by the Seller in this Amendment shall survive the execution and delivery of this Amendment.
4.4     Reference to Repurchase Agreement . Each of the Repurchase Documents, including the Repurchase Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Repurchase Agreement as amended hereby, is hereby amended so that any reference in such Repurchase Document to the Repurchase Agreement shall refer to the Repurchase Agreement as amended and modified hereby.
4.5     Applicable Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York as applicable to the Repurchase Agreement.
4.6     Successors and Assigns . This Amendment is binding upon and shall inure to the benefit of the Seller, the Buyers, the Administrative Agent, and their respective successors and assigns, except that the Seller may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and, to the extent required by the Repurchase Agreement, the Buyers.
4.7     Counterparts . This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.
4.8     Headings . The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
4.9     ENTIRE AGREEMENT . THIS AMENDMENT AND THE OTHER REPURCHASE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[ Signature Pages Follow ]


3



IN WITNESS WHEREOF the parties have caused this Amendment to be executed as of the date first set forth above.
DHI MORTGAGE COMPANY, LTD.,
as Seller and Servicer

By: DHI Mortgage Company GP, Inc.
Its General Partner



By: /s/ M ARK C. W INTER                 
Name: Mark C. Winter
Title: Executive Vice President

S- 1
Eighth Amendment to Second Amended and Restated Master Repurchase Agreement


U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent and a Buyer


By: /s/ E DWIN D. J ENKINS                 
Name: Edwin D. Jenkins            
Title: Senior Vice President

S- 2
Eighth Amendment to Second Amended and Restated Master Repurchase Agreement


ASSOCIATED BANK, N.A., as a Buyer


By: /s/ M ATTHEW O'R OURKE             
Name: Matthew O'Rourke            
Title: Assistant Vice President

S- 3
Eighth Amendment to Second Amended and Restated Master Repurchase Agreement


BRANCH BANKING & TRUST COMPANY, as a Buyer


By: /s/ D ARYL H ARDY             
Name: Daryl Hardy    
Title: Vice President

S- 4
Eighth Amendment to Second Amended and Restated Master Repurchase Agreement


COMERICA BANK, as a Buyer


By: /s/ A RT S HAFER                     
Name: Art Shafer                
Title: Senior Vice President

S- 5
Eighth Amendment to Second Amended and Restated Master Repurchase Agreement


TIAA, FSB, formerly known as EVERBANK, as a Buyer


By: /s/ E . R. M OORE                     
Name: E.R. Moore                
Title: Vice President

S- 6
Eighth Amendment to Second Amended and Restated Master Repurchase Agreement


BMO HARRIS BANK N.A., as a Buyer


By: /s/ R OBERT B OMBEN                     
Name: Robert Bomben                
Title: Director

S- 7
Eighth Amendment to Second Amended and Restated Master Repurchase Agreement


STERLING NATIONAL BANK, as a Buyer


By: /s/ E DDIE O THMAN                     
Name: Eddie Othman                
Title: Senior Vice President


S- 8
Eighth Amendment to Second Amended and Restated Master Repurchase Agreement


SCHEDULE BC TO EIGHTH AMENDMENT
TO SECOND AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT


SCHEDULE BC
TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

THE BUYERS' COMMITTED SUMS

Buyer
Except as provided in the below chart,
Committed Sum for any period:
U.S. Bank National Association
$
250,000,000

Branch Banking & Trust Company
$
150,000,000

Comerica Bank
$
150,000,000

TIAA, FSB, f/k/a EverBank
$
150,000,000

BMO Harris Bank N.A.
$
75,000,000

Sterling National Bank
$
75,000,000

Associated Bank, N.A.
$
50,000,000

Maximum Aggregate Commitment
$
900,000,000


Buyer
Committed Sum for
June 21, 2019 through and including July 22, 2019,
and September 20, 2019 through and including November 5, 2019
U.S. Bank National Association
$
305,555,556

Branch Banking & Trust Company
$
183,333,333

Comerica Bank
$
183,333,333

TIAA, FSB, f/k/a EverBank
$
183,333,333

BMO Harris Bank N.A.
$
91,666,667

Sterling National Bank
$
91,666,667

Associated Bank, N.A.
$
61,111,111

Maximum Aggregate Commitment
$
1,100,000,000







Sch. BC