AUSTIN, Texas--(BUSINESS WIRE)--Feb. 9, 2015--
Forestar Group Inc. (“Forestar” or the “Company”) (NYSE: FOR) today
announced that it has reached an agreement with Cove Street Capital, LLC
and SpringOwl Associates, LLC, regarding the membership and composition
of the Board of Directors of the Company.
Under the terms of the agreement, the Company appointed Daniel B.
Silvers of SpringOwl Asset Management LLC and David L. Weinstein, former
President and Chief Executive Officer of MPG Office Trust, to serve as
Directors of the Company. In addition, Carl A. Thomason has resigned
from the Board, and Michael E. Dougherty confirmed that he will retire
from the Board by the annual meeting of stockholders in May 2016 under
the Company’s Board retirement guidelines.
As part of the agreement, Cove Street Capital, LLC and SpringOwl
Associates, LLC, have agreed to vote their shares in favor of the
Board’s recommended director nominees and certain other proposals the
Board may recommend to stockholders for approval at the 2015 Annual
Meeting and abide by other customary standstill provisions through
February 1, 2016, subject to certain adjustments.
“Forestar’s Board of Directors and management team are fully engaged in
exploring strategic alternatives to enhance shareholder value, including
a thorough review and evaluation of the oil and gas business. We believe
the addition of Mr. Silvers and Mr. Weinstein will provide additional
perspectives in evaluating our strategic alternatives, and we look
forward to working together to maximize long-term value for all
shareholders. On behalf of all the employees at Forestar, I would like
to thank Carl Thomason for his dedication and service to our Company. We
sincerely appreciate his guidance and support,” said Jim DeCosmo,
President and Chief Executive Officer of Forestar.
Daniel Silvers is President of SpringOwl Asset Management and also
serves on the Boards of Directors of India Hospitality Corp. and
bwin.party digital entertainment plc. He has previously served on the
boards of directors of both International Game Technology and Universal
Health Services. Mr. Silvers joined a predecessor of SpringOwl Asset
Management from Fortress Investment Group, a leading global alternative
asset manager, where he worked from 2005 to 2009. Prior to joining
Fortress, he was a senior member of the real estate, gaming and lodging
investment banking group at Bear, Stearns & Co. Inc. Mr. Silvers holds a
B.S. in Economics and an M.B.A. in Finance from The Wharton School of
the University of Pennsylvania.
David L. Weinstein served as President and Chief Executive Officer of
MPG Office Trust, Inc., a publicly traded office REIT, from November
2010 until the sale of the Company in October 2013 and was a member of
the MPG Office Trust Board of Directors from August 2008 until October
2013. Mr. Weinstein was a partner at Belvedere Capital, a real estate
investment firm, and Managing Director of Westbridge Investment
Group/Westmont Hospitality Group, a real estate investment fund focused
on hospitality. In addition, Mr. Weinstein worked at Goldman, Sachs &
Co. in the real estate investment banking group (focusing on mergers,
asset sales and corporate finance) and in the Special Situations Group
(focused on real estate debt investments). Mr. Weinstein holds a B.S. in
Economics from The Wharton School of the University of Pennsylvania and
a Juris Doctor from the University of Pennsylvania Law School.
About Forestar Group
Forestar Group Inc. operates in three business segments: real estate,
oil and gas and other natural resources. At third quarter-end 2014, the
real estate segment owns directly or through ventures almost 120,000
acres of real estate located in ten states and 13 markets in the U.S.
The real estate segment has 11 real estate projects representing
approximately 24,400 acres currently in the entitlement process, and 73
entitled, developed and under development projects in eight states and
13 markets encompassing over 11,300 acres, comprised of almost 17,800
planned residential lots and approximately 2,000 commercial acres. The
oil and gas segment includes approximately 948,000 net acres of oil and
gas mineral interests, with approximately 590,000 acres of fee ownership
located principally in Texas, Louisiana, Alabama, and Georgia and
approximately 358,000 net acres of leasehold interests principally
located in Nebraska, Kansas, Oklahoma, North Dakota and Texas. These
leasehold interests include about 8,000 net mineral acres in the core of
the prolific Bakken and Three Forks formations. The other natural
resources segment includes sale of wood fiber and management of our
recreational leases, and approximately 1.5 million acres of groundwater
resources, including a 45% nonparticipating royalty interest in
groundwater produced or withdrawn for commercial purposes from
approximately 1.4 million acres in Texas, Louisiana, Georgia and Alabama
and about 20,000 acres of groundwater leases in central Texas.
Forestar’s address on the World Wide Web is www.forestargroup.com.
This release contains “forward-looking statements” within the meaning of
the federal securities laws. Forward-looking statements are typically
identified by words or phrases such as “will,” “anticipate,” “estimate,”
“expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,”
and other words and terms of similar meaning. These statements reflect
management’s current views with respect to future events and are subject
to risk and uncertainties. We note that a variety of factors and
uncertainties could cause our actual results to differ significantly
from the results discussed in the forward-looking statements, including
but are not limited to: general economic, market, or business
conditions; changes in commodity prices; opportunities (or lack thereof)
that may be presented to us and that we may pursue; fluctuations in
costs and expenses including development costs; demand for new housing,
including impacts from mortgage credit rates or availability; lengthy
and uncertain entitlement processes; cyclicality of our businesses;
accuracy of accounting assumptions; competitive actions by other
companies; changes in laws or regulations; and other factors, many of
which are beyond our control. Except as required by law, we expressly
disclaim any obligation to publicly revise any forward-looking
statements contained in this news release to reflect the occurrence of
events after the date of this news release.
Source: Forestar Group Inc.
Forestar Group Inc.
Anna E. Torma, 512-433-5312