FORESTAR GROUP INC. Common Stock Underwriting AgreementUnderwriting Agreement • September 30th, 2019 • Forestar Group Inc. • Real estate • New York
Forestar Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,250,000 shares of common stock, par value $1.00 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 787,500 shares of common stock, par value $1.00 per share of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $1.00 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDENTURE Dated as of April 21, 2021 Among FORESTAR GROUP INC., THE SUBSIDIARY GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 3.850% SENIOR NOTES DUE 2026Indenture • April 21st, 2021 • Forestar Group Inc. • Real estate • New York
INDENTURE, dated as April 21, 2021, among Forestar Group Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) party hereto and U.S. Bank National Association, as the trustee (“Trustee”).
Forestar Group Inc. $110 million of Convertible Senior Notes due 2020 Underwriting AgreementUnderwriting Agreement • February 26th, 2013 • Forestar Group Inc. • Real estate • New York
Forestar Group Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters, an aggregate of $110,000,000 principal amount (the “Firm Securities”) of 3.75% Convertible Senior Notes due 2020 (the “Convertible Notes”), convertible into cash, shares of the Company’s common stock, par value $1.00 per share (“Stock”), of the Company, or a combination of cash and Stock, and, at the election of the Underwriters, up to an aggregate of $15,000,000 in additional aggregate principal amount of Notes (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). The Securities will be issued pursuant to an indenture, to be dated February 26, 2013, between the Company and US Bank National Association, as trustee (the “Trustee”), and a supplemental indenture thereto (collectively, the “
TAX BENEFITS PRESERVATION PLAN dated as of January 5, 2017 between FORESTAR GROUP INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights AgentTax Benefits Preservation Plan • January 5th, 2017 • Forestar Group Inc. • Real estate • Delaware
TAX BENEFITS PRESERVATION PLAN, dated as of January 5, 2017 (the “Agreement”), between Forestar Group Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 14th, 2017 • Forestar Group Inc. • Real estate • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 13, 2017, is by and among Terra Firma Merger Parent, L.P., a Delaware limited partnership (“Parent”), Terra Firma Merger Sub, L.P., a Delaware limited partnership and a wholly owned subsidiary of Parent (“Merger Sub”), and Forestar Group Inc., a Delaware corporation (the “Company” and together with the Parent and the Merger Sub, the “Parties”).
FORESTAR (USA) REAL ESTATE GROUP INC. and EACH OF THE GUARANTORS PARTY HERETO 8.500% SENIOR SECURED NOTES DUE 2022Indenture • May 15th, 2014 • Forestar Group Inc. • Real estate • New York
INDENTURE, dated as of May 12, 2014, among Forestar (USA) Real Estate Group Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”).
Forestar Group Inc. 5,400,000 6.00% Tangible Equity Units Underwriting AgreementUnderwriting Agreement • November 27th, 2013 • Forestar Group Inc. • Real estate • New York
Forestar Group Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters, an aggregate of 5,400,000 6.00% tangible equity units (the “Firm Securities”) and, at the election of the Underwriters, up to 600,00 additional 6.00% tangible equity units (the “Optional Securities”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
AMENDMENT NO. 3Credit Agreement • November 1st, 2022 • Forestar Group Inc. • Real estate • New York
This Credit Agreement, dated as of August 16, 2018, as amended through Amendment No. 3 thereto dated as of October 28, 2022, is among Forestar Group Inc., a Delaware corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER by and among FORESTAR GROUP INC. LONGHORN ACQUISITION INC. and CREDO PETROLEUM CORPORATION dated as of June 3, 2012Merger Agreement • June 4th, 2012 • Forestar Group Inc. • Real estate • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2012 (the “Agreement”), by and among CREDO Petroleum Corporation, a Delaware corporation (the “Company”), Forestar Group Inc., a Delaware corporation (“Parent”), and Longhorn Acquisition Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 3rd, 2017 • Forestar Group Inc. • Real estate • Georgia
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of November 11, 2016 (the “Effective Date”), by and among FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Forestar (USA)”), FORESTAR PETROLEUM CORPORATION, a Delaware corporation (“Forestar Petroleum” and Forestar (USA), each a “Seller” and together “Sellers”), TIR EUROPE FORESTRY FUND S.C.A. SICAV-SIF (“Purchaser”; each of Purchaser, Forestar (USA) and Forestar Petroleum being a “Party” and, collectively, the “Parties”), and METROPOLITAN TITLE AGENCY, INC. (“Escrow Agent”).
CHANGE IN CONTROL/SEVERANCE AGREEMENTChange in Control/Severance Agreement • August 10th, 2007 • Forestar Real Estate Group LLC • Texas
THIS AGREEMENT, dated [___], 2007, is made by and between Forestar Real Estate Group LLC, a Delaware corporation (the “Company”), Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and «First_Name» «Last_Name» (the “Executive”).
RIGHTS AGREEMENT between FORESTAR REAL ESTATE GROUP INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of December 11, 2007Rights Agreement • December 11th, 2007 • Forestar Real Estate Group Inc. • Real estate • Delaware
RIGHTS AGREEMENT, dated as of December 11, 2007 (the “Agreement”), between Forestar Real Estate Group Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association (the “Rights Agent”).
DIRECTOR NOMINATION AGREEMENT February 5, 2016Director Nomination Agreement • February 8th, 2016 • Forestar Group Inc. • Real estate • Delaware
This Director Nomination Agreement, dated as of February 5, 2016 (this “Agreement”), is by and between Forestar Group Inc., a Delaware corporation (the “Company”) and Cove Street Capital, LLC (together with its Affiliates, the “Investor”). The Investor and the Company shall collectively be referred to herein as the “Parties.” In consideration of, and reliance upon, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
FORM OF RIGHTS AGREEMENT between FORESTAR REAL ESTATE GROUP INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of [ ], 2007Rights Agreement • December 10th, 2007 • Forestar Real Estate Group Inc. • Real estate • Delaware
RIGHTS AGREEMENT, dated as of [ ], 2007 (the “Agreement”), between Forestar Real Estate Group Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. [, a New York banking corporation] (the “Rights Agent”).
PURCHASE AND SALE AGREEMENT DATED AS OF FEBRUARY 20, 2012 BY AND AMONG FORESTAR (USA) REAL ESTATE GROUP INC., CL REALTY, L.L.C. AND COUSINS REAL ESTATE CORPORATIONPurchase and Sale Agreement • May 10th, 2012 • Forestar Group Inc. • Real estate • Delaware
THIS IS A PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of the 20th day of February, 2012 by and among FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Purchaser”), CL REALTY, L.L.C., a Delaware limited liability company (“Seller”), and COUSINS REAL ESTATE CORPORATION, a Georgia corporation (“CREC”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 17th, 2022 • Forestar Group Inc. • Real estate • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 29, 2022, among FOR Nevada Development LLC, a Delaware limited liability company (“FOR Nevada”), and (2) FOR California Development LLC, a Delaware limited liability company (“FOR California” and together with the FOR Nevada, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), a subsidiary of Forestar Group Inc., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. Bank National Association), as the Trustee (the “Trustee”).
FORESTAR GROUP INC. $300,000,000 Common Stock ($1.00 par value per Share) Equity Distribution AgreementEquity Distribution Agreement • November 18th, 2021 • Forestar Group Inc. • Real estate • New York
STOCKHOLDER’S AGREEMENT by and between FORESTAR GROUP INC. and D.R. HORTON, INC. DATED AS OF JUNE 29, 2017Stockholder's Agreement • June 29th, 2017 • Forestar Group Inc. • Real estate • Delaware
STOCKHOLDER’S AGREEMENT, dated as of June 29, 2017 (this “Agreement”), by and between D.R. HORTON, INC., a Delaware corporation (the “Stockholder”), and FORESTAR GROUP INC., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the “Merger Agreement”), by and between the Stockholder, the Company, and Force Merger Sub, Inc.
GUARANTY AGREEMENT (Secured Loan)Guaranty Agreement • June 29th, 2012 • Forestar Group Inc. • Real estate • Texas
THIS Guaranty Agreement (this “Guaranty”) is made as of June 28, 2012, by FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Guarantor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).
FORESTAR GROUP INC. RESTRICTED STOCK UNITS AGREEMENT (Tier I)Restricted Stock Units Agreement • February 12th, 2009 • Forestar Group Inc. • Real estate • Texas
This Agreement is entered into between FORESTAR GROUP INC., a Delaware corporation (“Forestar”), and Participant, and is an integral and inseparable term of Participant’s service as an employee, non-employee director, or other service provider of Forestar or an Affiliate. In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Forestar and the Participant hereby agree as follows:
MASTER SUPPLY AGREEMENT betweenMaster Supply Agreement • June 29th, 2017 • Forestar Group Inc. • Real estate • Texas
THIS MASTER SUPPLY AGREEMENT (this “Agreement”) is made as of June 29, 2017, by and between D.R. HORTON, INC., a Delaware corporation (“Buyer”), and FORESTAR GROUP INC., a Delaware corporation (“Supplier”). Buyer and Supplier are individually referred to herein as a “Party”, and collectively, the “Parties”.
FORESTAR GROUP INC. RESTRICTED STOCK AGREEMENT (Tier I)Restricted Stock Agreement • March 5th, 2009 • Forestar Group Inc. • Real estate • Texas
This Restricted Stock Agreement is entered into between FORESTAR GROUP INC., a Delaware corporation (“Forestar”), and Participant, and is an integral and inseparable term of Participant’s employment or other service as an employee, non-employee director, or other service provider of Forestar or an Affiliate. In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Forestar and Participant hereby agree as follows:
FORM OF TAX MATTERS AGREEMENT by and among TEMPLE-INLAND INC., FORESTAR REAL ESTATE GROUP INC. , and GUARANTY FINANCIAL GROUP INC. Dated as of [Date]Tax Matters Agreement • November 13th, 2007 • Forestar Real Estate Group Inc. • Real estate • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ ], 2007 by and among Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), Forestar Real Estate Group Inc., a Delaware corporation (“Forestar”), and Guaranty Financial Group Inc., a Delaware Corporation (“Guaranty”); each a “Party” and collectively, the “Parties.”
FORM OF EMPLOYEE MATTERS AGREEMENT by and among TEMPLE-INLAND INC., GUARANTY FINANCIAL GROUP INC. and FORESTAR REAL ESTATE GROUP INC. Dated as of [DATE], 2007Employee Matters Agreement • November 13th, 2007 • Forestar Real Estate Group Inc. • Real estate • Texas
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [DATE], 2007, by and among Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), Forestar Real Estate Group Inc., a Delaware corporation (“Forestar”), and Guaranty Financial Group Inc., a Delaware corporation (“Guaranty”). Each of Temple-Inland, Forestar and Guaranty is herein referred to as a “Party” and collectively, as the “Parties”.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN Capitol of Texas Insurance Group Inc. AS SELLERAND Austin Lakeside Hotel Owner LLC AS PURCHASER DATED AS OF FEBRUARY 4, 2016 FOR THE RADISSON HOTEL & SUITES - AUSTIN DOWNTOWNPurchase and Sale Agreement • May 10th, 2016 • Forestar Group Inc. • Real estate • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into to be effective as of February 4, 2016 (the “Effective Date”), by and between Capitol of Texas Insurance Group Inc., a Delaware corporation (“Seller”); and Austin Lakeside Hotel Owner LLC, a Delaware limited liability company, or its permitted designee(s) or assign(s) in accordance with this Agreement (individually and collectively, “Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
PURCHASE AND SALE AGREEMENT DATED AS OF JUNE 26, 2009 BETWEEN FORESTAR (USA) REAL ESTATE GROUP INC., as Seller AND HOLLAND M. WARE as PurchaserPurchase and Sale Agreement • August 6th, 2009 • Forestar Group Inc. • Real estate • Georgia
THIS IS A PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of the 26th day of June, 2009 by and between FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Seller”), and HOLLAND M. WARE (“Purchaser”). All capitalized terms used herein but not immediately thereafter defined shall have the meanings ascribed thereto elsewhere in this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2007 • Forestar Real Estate Group LLC • Texas
THIS AGREEMENT (“Agreement”) is entered into as of August 9, 2007, by and between FORESTAR REAL ESTATE GROUP LLC , a Delaware limited liability company (the “Company”), and JAMES M. DeCOSMO (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2013 • Forestar Group Inc. • Real estate • Delaware
This Indemnification Agreement, dated as of , , is made by and between Forestar Group Inc., a Delaware corporation (the “Company”), and , an officer of the Company (the “Indemnitee”).
FORESTAR GROUP INC. RESTRICTED STOCK UNIT AWARD AGREEMENT EMPLOYEE [Grant Date]Restricted Stock Unit Award Agreement • July 30th, 2019 • Forestar Group Inc. • Real estate • Delaware
Forestar Group Inc., a Delaware corporation (the “Company”), pursuant to the Forestar Group Inc. 2018 Stock Incentive Plan, as the same may be amended from time to time (the “2018 SIP”), hereby grants [Participant Name] (the “Participant”) a Restricted Stock Unit Award (“Award”) as set forth below. This Award is subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (this “Agreement”) and in the 2018 SIP (a copy of which is attached to this Agreement). The Administrator of this Award under the 2018 SIP is the Compensation Committee of the Board of Directors (the “Administrator”) of the Company and it shall determine or resolve any conflicts in this Agreement and the 2018 SIP. Capitalized terms not defined herein are defined in the 2018 SIP.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 22nd, 2017 • Forestar Group Inc. • Real estate • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of June 21, 2017, by and among Terra Firma Merger Parent, L.P. (the “Parent”), Terra Firma Merger Sub, L.P. (“Merger Sub”) and Forestar Group Inc. (the “Company” and together with the Parent and the Merger Sub, the “Parties”).
CONSTRUCTION LOAN AGREEMENT by and betweenConstruction Loan Agreement • October 21st, 2015 • Forestar Group Inc. • Real estate • North Carolina
THIS CONSTRUCTION LOAN AGREEMENT (together with the Exhibits, as the foregoing may be from time to time amended, modified, extended, renewed, refinanced and/or supplemented, referred to as this “Agreement”) is made as of October 16, 2015 by and between FMF MOREHEAD LLC, a Delaware limited liability company (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING AND TERM CREDIT AGREEMENTRevolving and Term Credit Agreement • May 16th, 2014 • Forestar Group Inc. • Real estate • New York
This Second Amendment to Second Amended and Restated Revolving and Term Credit Agreement (this “Amendment”), made as of May 15, 2014, among FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Borrower”), the undersigned Guarantors, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), and the other financial institutions party to the Credit Agreement as lenders (each individually a “Lender” and collectively, “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (in such capacity, “Agent”) and Swing Line Lender.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 10th, 2017 • Forestar Group Inc. • Real estate • Delaware
This Indemnification Agreement (“Agreement”) is made as of the day of , by and between Forestar Group Inc., a Delaware corporation (the “Company”), and , an officer or director of the Company (the “Indemnitee”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 31st, 2015 • Forestar Group Inc. • Real estate • New York
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), made as of December 30, 2015, among FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Borrower”), the undersigned Guarantors, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), and the other financial institutions party to the Credit Agreement as lenders (each individually a “Lender” and collectively, “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (in such capacity, “Agent”) and Swing Line Lender.
JOINT FILING AGREEMENTJoint Filing Agreement • December 19th, 2008 • Forestar Group Inc. • Real estate
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other person, except to the extent that he knows or has reason to believe that such information is inaccurate.
