Obligation D.R. Horton & Co. 4.75% ( US23331ABG31 ) en USD

D.R. Horton & Co.

100 % ▼

Etas-Unis

US23331ABG31 ( en USD )

4.75% par an ( paiement semestriel )

14/02/2023 - Obligation échue

Prospectus brochure de l'obligation D.R.Horton Inc US23331ABG31 en USD 4.75%, échue

2 000 USD

300 000 000 USD

23331ABG3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

D.R. Horton, Inc. est un constructeur de maisons aux États-Unis, étant le plus grand constructeur de maisons neuves par nombre de maisons construites en 2022.

L'Obligation émise par D.R. Horton & Co. ( Etas-Unis ) , en USD, avec le code ISIN US23331ABG31, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2023

L'Obligation émise par D.R. Horton & Co. ( Etas-Unis ) , en USD, avec le code ISIN US23331ABG31, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par D.R. Horton & Co. ( Etas-Unis ) , en USD, avec le code ISIN US23331ABG31, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/882184/000119312513032743/d472026d424b5.htm
424B5 1 d472026d424b5.htm FINAL PROSPECTUS SUPPLEMENT
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CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Security

Offering Price

Registration Fee (1)
3.625% Senior Notes due 2018

$400,000,000

100%

$400,000,000

$54,560.00
4.75% Senior Notes due 2023

$300,000,000

100%

$300,000,000

$40,920.00
Guarantees of 2018 Senior Notes

--

--

--

--(2)
Guarantees of 2023 Senior Notes

--

--

--

--(2)
Total

$95,480.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees.
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Filed pursuant to Rule 424(b)(5)
SEC File No. 333-184065

Prospectus supplement
To Prospectus dated September 24, 2012

The Company
We are one of the largest homebuilding companies in the United States. We construct and sel homes through our operating divisions in 26 states and 77 markets
of the United States, primarily under the name of D.R. Horton, America's Builder.
We are offering $400,000,000 aggregate principal amount of our 3.625% senior notes due 2018 (the "2018 notes") and $300,000,000 aggregate principal amount
of our 4.750% senior notes due 2023 (the "2023 notes," and together with the 2018 notes, the "notes," and each a "series" of notes).
The notes
The 2018 notes wil mature on February 15, 2018 and the 2023 notes wil mature on February 15, 2023. The notes wil pay interest semi-annual y in cash in
arrears on February 15 and August 15 of each year, beginning on August 15, 2013. The 2018 notes wil accrue interest at the rate of 3.625% per annum and the
2023 notes wil accrue interest at a rate of 4.750% per annum.
On the closing date of this offering, the notes wil be guaranteed by substantial y al of our homebuilding subsidiaries. The notes and the respective guarantees wil
be senior unsecured obligations. The notes wil rank equal y in right of payment with al of our other senior indebtedness, including our revolving credit facility, and
senior to any future indebtedness that is expressly subordinated in right of payment to the notes. The guarantees wil rank equal y with al existing and future
unsecured and unsubordinated indebtedness of the guarantors, including their guarantees of our other senior notes and our revolving credit facility.
We may redeem the notes of each series at any time at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to
the redemption date, plus the "make whole" premium for such series of notes; provided that there wil be no "make whole" premium for a redemption of notes of
any series within three months of the final maturity of such series of notes. In addition, upon the occurrence of both a Change of Control and a Ratings
Downgrade Event (each as defined in "Description of notes"), subject to certain exceptions, we wil make an offer to each holder to purchase all or any part of
that holder's notes at a purchase price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest to the date of purchase.
See "Description of notes--Certain covenants--Repurchase of notes upon Change of Control Triggering Event."
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Use of proceeds
We intend to use the net proceeds of this offering for general corporate purposes.
Investing in the notes involves risks. See "Risk factors" beginning on page S-11 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.

2018 notes

2023 notes

Per note

Total
Per note

Total

Public offering price(1)

100.00%

$
400,000,000
100.00%

$
300,000,000
Underwriting discounts and commissions

0.70%

$
2,800,000
0.70%

$
2,100,000
Proceeds, before expenses, to D.R. Horton, Inc.(1)

99.30%

$
397,200,000
99.30%

$
297,900,000

(1) Plus accrued interest, if any, from February 5, 2013.
The notes wil be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including
Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about February 5, 2013.

Joint book-running managers

J.P. Morgan
Citigroup
Deutsche Bank
RBS
UBS Investment

Wells Fargo

Securities

Bank

Securities

The date of this prospectus supplement is January 30, 2013
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We have not, and the underwriters have not, authorized anyone to provide you with any different information or to make any representation that is
different from, or in addition to, the information contained in this prospectus supplement and the accompanying prospectus, any documents
incorporated by reference in this prospectus supplement or the accompanying prospectus and any free writing prospectus. If anyone provides you
with different or inconsistent information, you should not rely on it. You should not assume that the information contained in this prospectus
supplement or the accompanying prospectus, or the information contained in any document incorporated by reference in this prospectus
supplement or the accompanying prospectus, is accurate as of any date other than the date of each such document, unless the information
specifically indicates that another date applies.

Prospectus supplement

Page
About this prospectus supplement

S-ii

Incorporation by reference

S-iii

Forward-looking statements

S-v

Summary

S-1

Risk factors

S-11

Use of proceeds

S-26

Capitalization

S-26

Description of notes

S-28

Description of other indebtedness

S-51

Certain United States federal income tax consequences

S-53

Underwriting

S-57

Legal matters

S-61

Experts

S-61

Prospectus dated September 24, 2012

Page
Forward-looking Statements

i

Risk Factors

1

The Company

1

Securities We May Offer

2

Use of Proceeds

3

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Ratio of Earnings to Fixed Charges

3

Description of Debt Securities

4

Description of Common Stock, Preferred Stock and Depositary Shares

10

Description of Warrants

14

Description of Stock Purchase Contracts and Stock Purchase Units

15

Description of Units

16

Plan of Distribution

17

Legal Matters

19

Experts

19

Where You Can Find More Information

20

Incorporation of Certain Documents by Reference

20

The distribution of this prospectus supplement and the accompanying prospectus may be restricted by law in certain jurisdictions. You should inform yourself
about and observe any of these restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is
not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

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This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes. The second part is the
accompanying prospectus, which gives more general information, some of which may not apply to this offering. If the information about the offering of the notes
varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. For information
about the notes, see "Description of notes" in this prospectus supplement. When we refer to this "document," we mean this prospectus supplement and the
accompanying prospectus, unless the context otherwise requires.
Before you invest in the notes, you should read the registration statement of which this document forms a part and this document, including the documents
incorporated by reference herein that are described under the heading "Incorporation by reference." Any statement made in this prospectus supplement or the
accompanying prospectus or in a document incorporated or deemed to be incorporated by reference therein wil be deemed to be modified or superseded for
purposes of this prospectus supplement or the accompanying prospectus to the extent that a statement contained in this prospectus supplement or the
accompanying prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus supplement or the
accompanying prospectus modifies or supersedes that statement. Any statement so modified or superseded wil not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.

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The Securities and Exchange Commission (the "SEC") al ows us to "incorporate by reference" information into this prospectus supplement and the accompanying
prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, except for any information that is
superseded by information that is included directly in this or another document.
This prospectus supplement and the accompanying prospectus incorporate by reference the documents listed below that we have filed with the SEC but have not
been included or delivered with this document. These documents contain important information about us and our business, prospects and financial condition.

Filing

Period or date filed

· Annual Report on Form 10-K

Year ended September 30, 2012
· Quarterly Report on Form 10-Q

Quarter ended December 31, 2012
· Current Reports on Form 8-K
November 5, 2012
November 15, 2012
December 7, 2012

January 25, 2013

· The information set forth under the captions "Proposal One--Election of Directors," "Corporate Governance and Board Matters," "Beneficial Ownership of
Common Stock," "Executive Compensation," "Certain Relationships and Related Person Transactions," "Independent Registered Public Accountants," "Section
16(a) Beneficial Ownership Reporting Compliance" and "Requesting Documents from the Company" in our proxy statement relating to our January 24, 2013
annual meeting of stockholders and incorporated into our annual report on Form 10-K for the fiscal year ended September 30, 2012.

We also incorporate by reference any future filings we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, between the date of this prospectus supplement and the termination of the offering of the securities. These additional documents include periodic
reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (other than information furnished and not filed by
us under any item of any current report on Form 8-K, including the related exhibits, which is deemed not to be incorporated by reference in this prospectus
supplement or the accompanying prospectus), as wel as proxy statements (other than information identified in them as not incorporated by reference in any filing
under the Securities Act of 1933). You should review these filings as they may disclose changes in our business, prospects, financial condition or other affairs
after the date of this prospectus supplement. The information that we file later with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and
before the termination of this offering wil automatical y update and supersede previous information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus.

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You can obtain any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus from us without charge,
excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference in this prospectus supplement and the accompanying
prospectus, by requesting them in writing or by telephone from us at the fol owing address:
Investor Relations
D.R. Horton, Inc.
301 Commerce Street, Suite 500
Fort Worth, Texas 76102
(817) 390-8200

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Some of the statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus may be construed as "forward-
looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are based on management's beliefs as wel as assumptions made by, and information
currently available to, management. These forward-looking statements typically include the words "anticipate," "believe," "consider," "estimate," "expect,"
"forecast," "goal," "intend," "objective," "plan," "predict," "projection," "seek," "strategy," "target," "wil " or other words of similar meaning. Any or al of the forward-
looking statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus may not approximate actual
experience, and the expectations derived from them may not be realized, due to risks, uncertainties and other factors. As a result, actual results may differ
materially from the expectations or results we discuss in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited
to:

· 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 sel mortgage loans on attractive terms or an increase in mortgage interest rates;

· the risks associated with our land and lot inventory;

· home warranty and construction defect claims;

· supply shortages and other risks for acquiring land, building materials and skil ed labor;

· reductions in the availability of performance bonds;

· 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;

· our debt obligations and our ability to comply with related debt covenants, restrictions and limitations;

· competitive conditions within the homebuilding and financial services industries;

· our ability to effect any future growth strategies successful y;

· the impact of an inflationary or deflationary environment;

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· our ability to realize the ful amount of our deferred income tax asset; and

· information technology failures and data security breaches.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
However, any further disclosures made on related subjects in subsequent reports incorporated by reference in this prospectus supplement and the accompanying
prospectus should be consulted. Additional information about issues that could lead to material changes in performance and risk factors that have the potential to
affect us is contained in this prospectus supplement, and in our annual report on Form 10-K for the fiscal year ended September 30, 2012 and our quarterly
report on Form 10-Q for the quarter ended December 31, 2012, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," which are filed with the SEC. See "Incorporation by reference."

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