Document

0000882184-18-000086.txt : 20180926 0000882184-18-000086.hdr.sgml : 20180926 20180926161648 ACCESSION NUMBER: 0000882184-18-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180925 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180926 DATE AS OF CHANGE: 20180926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC /DE/ CENTRAL INDEX KEY: 0000882184 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 752386963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122 FILM NUMBER: 181088105 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 8-K 1 a7thamenddoc.htm 8-K Document

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): September 25, 2018

______________________________

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

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):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 September 25, 2018, D.R. Horton, Inc. (the “Borrower”) and Mizuho Bank, Ltd., as successor Administrative Agent, an Issuing Bank and a Lender (“Mizuho” or “Administrative Agent”) and the Lenders entered into Amendment No. 7 (the “Amendment No. 7”) to the Credit Agreement dated as of September 7, 2012 as amended by Amendment No. 1, dated as of November 1, 2012, Amendment No. 2, dated as of August 8, 2013, Amendment No. 3, dated as of August 22, 2014, Amendment No. 4, dated as of June 18, 2015, Amendment No. 5, dated as of August 26, 2015 and Amendment No. 6, dated as of September 25, 2017 (as so amended, the “Credit Agreement”).

Pursuant to the terms of Amendment No. 7, the Administrative Agent and the Lenders party thereto agreed to extend the Revolving Credit Facility Termination Date in respect of the Series A Revolving Credit Commitments to September 25, 2023 and increase the Aggregate Revolving Credit Commitments to $1,325,000,000.

The description and terms of Amendment No. 7 provided herein are qualified in their entirety by reference to the full and complete terms contained in Amendment No. 7, 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 Amendment No. 7 or as provided therein.



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. 7 to Credit Agreement, dated September 25, 2018 by and among D.R. Horton, Inc., Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein.

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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:	September 26, 2018	By:	/S/ BILL W. WHEAT
			Bill W. Wheat
			Executive Vice President and
			Chief Financial Officer

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EX-10.1 2 a7thamend-exh101.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1

AMENDMENT NO. 7

AMENDMENT NO. 7, dated as of September 25, 2018 (this “Agreement”), to the Credit Agreement dated as of September 7, 2012, as amended prior to the date hereof (as so amended, the “Credit Agreement”), among D.R. HORTON, INC., a Delaware corporation (the “Borrower”), MIZUHO BANK, LTD., as successor administrative agent (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, the Credit Agreement has previously been amended on November 1, 2012, August 8, 2013, August 22, 2014, June 18, 2015, August 26, 2015 and September 25, 2017;

WHEREAS, the Borrower, the Administrative Agent and the Lenders party hereto desire to extend the Revolving Credit Facility Termination Date in respect of the Series A Revolving Credit Commitments under the Credit Agreement to September 25, 2023 in accordance with the Extension Request dated as of August 20, 2018 (the “2018 Extension Request”) and pursuant to Section 2.17 of the Credit Agreement (the “Revolving Credit Commitment Extension”);

WHEREAS, the 2018 Extension Request was the fifth Extension Request made by the Borrower under the Credit Agreement since the Closing Date;

WHEREAS, the Borrower has requested, and The Toronto-Dominion Bank, New York Branch (the “Additional Commitment Lender”) has agreed to, the increase of its Revolving Credit Commitment by $50,000,000 (the “Additional Commitment”), which Additional Commitment shall increase the Aggregate Revolving Credit Commitment under the Credit Agreement to $1,325,000,000 pursuant to Section 2.18 of the Credit Agreement (the “Facility Increase”); and

WHEREAS, Mizuho Bank, Ltd. is acting as a joint lead arranger in connection with the Revolving Credit Commitment Extension (in such capacity, the “Lead Arranger”) together with JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Citibank, N.A. and U.S. Bank National Association;

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.Amendments. Subject to the occurrence of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as set forth in this Section 1.

(a)Section 1.1 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definitions:

“Amendment No. 7” means Amendment No. 7 to this Agreement, dated as of September 25, 2018, among the Borrower, the Administrative Agent and the Lenders party thereto.

“Amendment No. 7 Effective Date” means September 25, 2018, the date on which Amendment No. 7 became effective.

(b)The definition of “Aggregate Revolving Credit Commitment” in Section 1.1 of the Credit Agreement is hereby amended by replacing the second sentence thereof with the following:

“As of the Amendment No. 7 Effective Date, the Aggregate Revolving Commitment is $1,325,000,000.”

(c)The definition of “Revolving Credit Commitment” in Section 1.1 of the Credit Agreement is hereby amended by replacing the last sentence thereof with the following:

“The Revolving Credit Commitment of each Lender as of the Amendment No. 7 Effective Date is set forth on Schedule 1.”

(d)The definition of “Revolving Credit Facility Termination Date” in Section 1.1 of the Credit Agreement is hereby amended by replacing “September 25, 2022” with “September 25, 2023”.

(e)Schedule 1 of 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 Amendment Effective Date (before and after giving effect to this Agreement) 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, the date of the Extension Request and the Amendment Effective Date (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects); and

(b)no Default or Unmatured Default (i) has occurred and is continuing on the date hereof, the date of the Extension Request or the Amendment Effective Date or (ii) exists or would exist after giving effect to the Facility Increase.

Section 3.Conditions to Effectiveness. This Agreement, the Additional Commitment and the Revolving Credit Commitment Extension shall become effective and all conditions set forth in Section 2.17 of the Credit Agreement shall be deemed satisfied, on the date (such date, the “Amendment Effective 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 Amendment Effective Date each of the following, each dated the Amendment Effective 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 each Lender (including the Additional Commitment Lender), the Loan Parties and the Administrative Agent;

(ii)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;

(iii)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;

(iv)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) of the Credit Agreement and delivered on the Closing Date remain true and correct as if made and delivered on the Amendment Effective Date;

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(v)a certificate (1) signed by the chief financial officer, controller or chief accounting officer of the Borrower, stating that on the date of the Extension Request and the Amendment Effective Date, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) and (2) of an Authorized Officer of the Borrower to the effect that each of the conditions set forth in Section 2.17 of the Credit Agreement and this Section 3 are satisfied;

(vi)opinions of the Borrower’s internal and external counsel substantially similar to the opinions delivered on September 25, 2017 in connection with Amendment No. 6, in form and substance reasonably satisfactory to the Administrative Agent;

(vii)a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the current fiscal year, pursuant to Section 7.1(iii) of the Credit Agreement; and

(viii)if requested by the Additional Commitment Lender, a Note payable to the order of the Additional Commitment Lender.

(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 the Additional Commitment 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 Amendment Effective Date and, in the case of expenses, invoiced at least two Business Days prior to the Amendment Effective Date.

(c)Financial Covenants. All financial covenants set forth in Section 7.27 of the Credit Agreement would be satisfied on a pro forma basis for the most recent determination period, assuming that the Revolving Credit Loans outstanding on the Amendment Effective Date had been outstanding on the last day of such determination period.

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 Lead Arranger.

Section 5.Waiver. The Parties hereto waive the requirement in clause (i) of Section 2.18(b) of the Credit Agreement for the Borrower and each Additional Commitment Lender to execute and deliver a Commitment and Acceptance in connection with a Facility Increase.

Section 6.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 7.Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 8.Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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Section 9.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 Amendment Effective 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; provided, however, that nothing herein shall be interpreted to change the date of the Credit Agreement. This Agreement shall constitute a Loan Document.

Section 10.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, the Additional Commitment and the Revolving Credit Commitment Extension, 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, the Additional Commitment and the Revolving Credit Commitment Extension, 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]

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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/ Bill W. Wheat

Name: Bill W. Wheat

Title: Executive Vice President and Chief Financial Officer