Forestar Group Inc. Announces Public Offering Of Convertible Notes

Forestar Group Inc. (NYSE: FOR) (the "Company") today announced that it intends to offer $110,000,000 aggregate principal amount of its Convertible Senior Notes due 2020 (the “Notes”) in an underwritten public offering. Prior to November 1, 2019, the Notes will be convertible only upon limited circumstances and during certain periods, and thereafter will be convertible at any time prior to the close of business on the second scheduled trading day prior to maturity. Upon conversion, holders will receive cash, shares of the Company’s common stock or a combination thereof at the Company’s election. The underwriters will have a 30-day option from the date of the offering to purchase up to an additional $15,000,000 aggregate principal amount of Notes from the Company. All of the Notes will be issued under the Company’s currently effective shelf registration statement. The interest rate, conversion rate and other terms of the Notes will be determined at the time of pricing of the offering. The Notes will be the Company’s general unsecured senior obligations and will rank equally with all of its existing and future senior unsecured debt and senior to any future subordinated debt.

The Company intends to use the net proceeds from the offering to repay outstanding borrowings under its revolving line of credit and for general corporate purposes, including investments in oil and gas exploration and drilling and real estate acquisition and development.

Goldman, Sachs & Co. will serve as the sole book-running manager for the offering and KeyBanc Capital Markets Inc., JMP Securities LLC, Capital One Southcoast, Inc., J.P. Morgan Securities LLC and UBS Securities LLC are acting as co-managers.

This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended. The offering of these securities may be made only by means of a prospectus and a related prospectus supplement, forming a part of the effective registration statement, a copy of which may be obtained by contacting: Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526, facsimile: (212) 902-9316, e-mail: prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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