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): November 1, 2012

 

 

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.)

301 Commerce Street, Suite 500, Fort Worth, Texas 76102

(Address of principal executive offices)

Registrant’s telephone number, including area code: (817) 390-8200

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 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

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

Effective November 1, 2012, D.R. Horton, Inc. ( the “Borrower”) and The Royal Bank of Scotland plc (“RBS” or “Administrative Agent”) entered into an Amendment No. 1 ( the “Amendment”) to the Credit Agreement dated as of September 7, 2012 ( the “Credit Agreement”) .

Pursuant to the Credit Agreement, RBS was the initial and sole lender with a Revolving Credit Commitment of $125,000,000. Pursuant to the Amendment, RBS will decrease its Revolving Credit Commitment to $100,000,000 and five Additional Lenders will be added with each Additional Lender committing to a Revolving Credit Commitment of $100,000,000 as further set forth on Schedule 1 to the Amendment. After giving effect to the Additional Commitments and the RBS Reduction, the aggregate amount of outstanding Revolving Credit Commitments under the Credit Agreement will be $600,000,000. The Amendment further increases the Aggregate Revolving Credit Facility Limit under the Credit Agreement from $500,000,000 to $1,000,000,000.

The description and terms of the Amendment provided herein are qualified in their entirety by reference to the full and complete terms contained in the Amendment which is attached to this Form 8-K as Exhibit 10.1 and incorporated by reference herein. Capitalized terms not defined herein are defined in the Amendment or Credit Agreement. The Credit Agreement was previously filed by the D.R. Horton, Inc. on Form 8-K on September 10, 2012.

 

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

All the information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibit

 

  10.1 Amendment No. 1 to Credit Agreement, dated November 1, 2012 by and among D.R. Horton, Inc., The Royal Bank of Scotland plc, as Administrative Agent, and the Lenders named therein.

 

  99.1 Press Release issued by D.R. Horton, Inc. dated November 1, 2012.

 

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: November 5, 2012

    By:  

/ S / B ILL W. W HEAT

      Bill W. Wheat
      Executive Vice President and
      Chief Financial Officer

 

3


EXHIBIT INDEX

 

Exhibit

Number

  

Description

10.1    Amendment No. 1 to Credit Agreement, dated November 1, 2012 by and among D.R. Horton, Inc., The Royal Bank of Scotland plc, as Administrative Agent, and the Lenders named therein.
99.1    Press Release dated November 1, 2012.

Exhibit 10.1

AMENDMENT NO. 1

AMENDMENT NO. 1 , dated as of November 1, 2012 (this “ Agreement ”), to the Credit Agreement dated as of September 7, 2012 (the “ Credit Agreement ”), among D.R. HORTON, INC., a Delaware corporation (the “ Borrower ”), THE ROYAL BANK OF SCOTLAND plc, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), and the Lenders party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, concurrently herewith, the Borrower, the Administrative Agent and the Additional Lenders are executing and delivering a Commitment and Acceptance, pursuant to which the Additional Lenders accept Revolving Credit Commitments in the aggregate amount of $500,000,000 (the “Additional Commitments );

WHEREAS, in connection with the Additional Commitments, The Royal Bank of Scotland plc desires to reduce its Revolving Credit Commitment to $100,000,000 (the “ RBS Reduction ”);

WHEREAS, after giving effect to the Additional Commitments and the RBS Reduction, the aggregate amount of outstanding Revolving Credit Commitments under the Credit Agreement will be $600,000,000;

WHEREAS, the Borrower has also requested that the Aggregate Revolving Credit Facility Limit be increased to $1,000,000,000 (the “ Facilities Increase ”); and

WHEREAS, RBS Securities Inc. is acting as the sole lead arranger and bookrunner (in such capacity, the “ Sole Lead Arranger ”) and the Additional Lenders are acting as co-arrangers (each a “ Co-Arranger ” and together the “ Co-Arrangers ”) in connection with the Additional Commitments and the Facility Increase contemplated hereby;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment .

(a) The definition of “Aggregate Revolving Credit Limit” in the Credit Agreement is hereby amended to replace “$500,000,000” with “$1,000,000,000”.

(b) Section 10.6(b) of the Credit Agreement is hereby amended to include the words “, the Arranger” after the first instance of the words “each Lender”.

(c) The Revolving Credit Commitment of the The Royal Bank of Scotland plc is hereby reduced to $100,000,000 and Schedule 1 to the Credit Agreement is hereby replaced with Schedule 1 hereto.


Section 2. Representations and Warranties . The Loan Parties represent and warrant as of the date hereof and the Facilities Increase Date (before and after giving effect to the Facilities Increase) that:

(a) the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects on the date hereof and the Facilities Increase Date, except to the extent any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects on and as of such earlier date; and

(b) no Unmatured Default or Default exists or would exist after giving effect to the Facilities Increase.

Section 3. Conditions to Effectiveness . This Agreement and the Additional Commitments shall become effective and all conditions set forth in Section 2.18 of the Credit Agreement shall be deemed satisfied, on the date (the “ Facilities Increase Date ”) on which each of the following conditions is satisfied or waived:

(a) Certain Documents . The Administrative Agent shall have received on or prior to the Facilities Increase Date each of the following, each dated the Facilities Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent:

(i) this Agreement executed by the Required Lenders (before giving effect to the Facility Increase contemplated hereby), the Loan Parties and the Administrative Agent;

(ii) substantially concurrent with the effectiveness of this Agreement, the executed Commitment and Acceptance for Revolving Credit Commitments referred to in the first recital above;

(iii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Agreement and the other documents to be executed in connection herewith;

(iv) the articles of incorporation, by-laws, certificate of good standing, incumbency certificate and officer’s certificate of the Borrower described in Section 5.1(i), (ii) and (iii) of the Credit Agreement;

(v) a bring-down certificate of each other Loan Party confirming the certificates and the attachments thereto described in Section 5.1(iv), (v) and (vi) and delivered on the Closing Date remain true and correct as if made and delivered on the Facilities Increase Date;

 

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(vi) a certificate of a Responsible Officer of the Borrower to the effect that each of the conditions set forth in Section 2.18 of the Credit Agreement and this Section 3 are satisfied; and

(vii) opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on the Closing Date pursuant to Section 5.1(ix) of the Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent.

(b) Fees and Expenses Paid . There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Additional Lender), as applicable, all fees and expenses (including reasonable fees and expenses of one counsel to the Administrative Agent) due and payable on or before the Facilities Increase Date and, in the case of expenses, invoiced at least two Business Days prior to the Facilities Increase Date.

Section 4. Expenses; Indemnification . The Borrower confirms that Section 10.6 of the Credit Agreement applies to this Agreement and the transactions contemplated hereby for the benefit of the Administrative Agent and the Sole Lead Arranger.

Section 5. Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section 6. Applicable Law . THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 7. Headings . The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 8. Effect of Agreement . Except as expressly set forth herein, this Agreement shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. As of the Facilities Increase Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ,” “ thereof ” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Agreement and the Credit Agreement shall be read together and construed as a single instrument. This Agreement shall constitute a Loan Document.

 

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Section 9. Acknowledgement and Affirmation . Each of the Borrower and each Guarantor hereby (i) expressly acknowledges the terms of the Credit Agreement as amended hereby, (ii) ratifies and affirms after giving effect to this Agreement and the Additional Commitments its obligations under the Loan Documents (including Guaranty Agreements (as defined in the Credit Agreement)) executed by the Borrower and/or such Guarantor and (iii) after giving effect to this Agreement and the Additional Commitments, acknowledges renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect.

[signature pages follow]

 

-4-


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

D.R. HORTON, INC.

By:

 

/s/ B ILL W. W HEAT

  Name: Bill Wheat
  Title: Executive Vice President and Chief Financial Officer
C. RICHARD DOBSON BUILDERS, INC.
CH INVESTMENTS OF TEXAS, INC.
CHI CONSTRUCTION COMPANY
CHTEX OF TEXAS, INC.
CONTINENTAL HOMES, INC.
CONTINENTAL RESIDENTIAL, INC.
D.R. HORTON BAY, INC.
D.R. HORTON CRUCES CONSTRUCTION, INC.
D.R. HORTON, INC. - BIRMINGHAM
D.R. HORTON, INC. - CHICAGO
D.R. HORTON, INC. - DIETZ-CRANE
D.R. HORTON, INC. - FRESNO
D.R. HORTON, INC. - GREENSBORO
D.R. HORTON, INC. - GULF COAST
D.R. HORTON, INC. - HUNTSVILLE
D.R. HORTON, INC. - JACKSONVILLE
D.R. HORTON, INC. - LOUISVILLE
D.R. HORTON, INC. - MINNESOTA
D.R. HORTON, INC. - NEW JERSEY
D.R. HORTON, INC. - PORTLAND
D.R. HORTON, INC. - SACRAMENTO
D.R. HORTON, INC. - TORREY
D.R. HORTON LA NORTH, INC.
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.
D.R. HORTON MATERIALS, INC.
D.R. HORTON YEN, INC.
DRH CAMBRIDGE HOMES, INC.
DRH CONSTRUCTION, INC.
D.R. HORTON, INC- HUTSVILLE
DRH REGREM XIV, INC.
DRH REG REM XV, INC.
DRH REG REM XVI, INC.
DRH REGREM XVII, INC.
DRH REG REM XVIII, INC.
DRH REG REM XIX, INC.
DRH REG REM XX, INC.


 

DRH REGREM XXI, INC.

 

DRH REGREM XXII, INC.

 

DRH REGREM XXIII, INC.

 

DRH REGREM XXIV, INC.

 

DRH REGREM XXV, INC.

 

DRH SOUTHWEST CONSTRUCTION, INC.

 

DRH TUCSON CONSTRUCTION, INC.

 

KDB HOMES, INC.

 

MEADOWS I, LTD.

 

MEADOWS II, LTD.

 

MEADOWS VIII, LTD.

 

MEADOWS IX, INC.

 

MEADOWS X, INC.

 

MELMORT CO.

 

MELODY HOMES, INC.

 

SCHULER HOMES OF CALIFORNIA, INC.

 

SCHULER HOMES OF OREGON, INC.

 

SCHULER HOMES OF WASHINGTON, INC.

 

SCHULER MORTGAGE, INC.

 

SCHULER REALTY HAWAII, INC.

 

SHLR OF CALIFORNIA, INC.

 

SHLR OF COLORADO, INC.

 

SHLR OF NEVADA, INC.

 

SHLR OF UTAH, INC.

 

SHLR OF WASHINGTON, INC.

 

VERTICAL CONSTRUCTION CORPORATION

 

WESTERN PACIFIC FUNDING, INC.

 

WESTERN PACIFIC HOUSING, INC.

 

WESTERN PACIFIC HOUSING MANAGEMENT, INC.

    

By:

   /s/ B ILL W. W HEAT
        Name: Bill W. Wheat
        Title: Executive Vice President and Chief Financial Officer
    

THE ROYAL BANK OF SCOTLAND PLC,

as Administrative Agent, Issuing Bank and Lender

    

By:

   /s/ C OLLIN D AWSON
        Name: Collin Dawson
        Title: Authorized Signatory


SCHEDULE 1

LENDERS AND COMMITMENTS

 

Lender    Revolving Credit Commitments  

The Royal Bank of Scotland plc

   $ 100,000,000   

Citibank N.A.

   $ 100,000,000   

Deutsche Bank Trust Company Americas

   $ 100,000,000   

JPMorgan Chase Bank, N.A.

   $ 100,000,000   

UBS AG, Stamford Branch

   $ 100,000,000   

Wells Fargo Bank, National Association

   $ 100,000,000   

TOTAL

   $ 600,000,000   

Exhibit 99.1

Jessica Hansen, Director of IR

301 Commerce Street, Ste. 500, Fort Worth, Texas 76102

817-390-8200

November 1, 2012

D.R. HORTON, INC. ANNOUNCES INCREASE IN SENIOR UNSECURED REVOLVING BANK CREDIT FACILITY TO $600 MILLION

FORT WORTH, TEXAS – D.R. Horton, Inc. (NYSE:DHI), America’s Builder, announced that it has received additional lending commitments from five banks to increase the capacity of its five-year senior unsecured revolving credit facility to $600 million. The facility has also been amended to include an uncommitted accordion feature which could increase the facility to $1 billion, subject to certain conditions and availability of additional bank commitments. The facility’s letter of credit sublimit is 50% of the revolving credit commitment, or $300 million.

The Royal Bank of Scotland plc remains the Sole Lead Arranger and Administrative Agent of the facility. The additional lenders joining the facility as Co-Arrangers are Citibank N.A.; Deutsche Bank Trust Company Americas; JPMorgan Chase Bank, N.A.; UBS AG, Stamford Branch and Wells Fargo Bank.

Donald R. Horton, Chairman of the Board, said, “We are very pleased to welcome these additional five banks as Co-Arrangers to our revolving credit facility. We appreciate their commitment to D.R. Horton and their support of our business as we prepare to take advantage of profitable growth opportunities across our homebuilding markets.”

D.R. Horton, Inc., America’s Builder, is the largest homebuilder in the United States, based on homes closed in the twelve-month period ended June 30, 2012. Founded in 1978 in Fort Worth, Texas, D.R. Horton has operations in 75 markets in 26 states in the East, Midwest, Southeast, South Central, Southwest and West regions of the United States. The Company is engaged in the construction and sale of high quality homes with sales prices ranging from $90,000 to over $600,000. D.R. Horton also provides mortgage financing and title services for homebuyers through its mortgage and title subsidiaries.


Portions of this document may constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. 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 that the facility could increase to $1 billion, subject to certain conditions and availability of additional bank commitments.

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 substantial debt, the incurrence of future debt and our ability to comply with related debt covenants, restrictions and limitations; potential deterioration in homebuilding industry conditions and the current weak U.S. economy; the cyclical nature of the homebuilding industry and changes in general 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 and the liquidity provided by government-sponsored enterprises, the effects of government programs, a decrease in our ability to sell mortgage loans on attractive terms and an increase in mortgage interest rates; the risks associated with our land and lot inventory; supply shortages and other risks for acquiring land, building materials and skilled labor; increases in the costs of owning a home; the effects of governmental regulations and environmental matters on our homebuilding operations; the effects of governmental regulation on our financial services operations; the uncertainties inherent in home warranty and construction defect claims matters; competitive conditions within our industry; our ability to effect any future growth strategies successfully; the impact of an inflationary or deflationary environment; our ability to realize the full amount of our deferred income tax asset; 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.

www.drhorton.com