UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

Forestar Group Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)		Proposed maximum aggregate value of transaction:

	(5)		Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

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):

June 23, 2017

FORESTAR GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33662		26-1336998
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

6300 Bee Cave Road, Building Two, Suite 500, Austin, Texas 78746

(Address of principal executive offices, including zip code)

(512) 433-5200

(Registrant’s telephone number, including area code)

N/A

(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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 8.01. Other Events.

On June 23, 2017, Forestar Group Inc. (“Forestar”) issued a press release announcing that its board of directors, after consultation with its outside legal and financial advisors, has determined that the binding proposal received on June 23, 2017 from D.R. Horton, Inc. to acquire 75% of the outstanding shares of Forestar’s common stock for $17.75 in cash constitutes a “Superior Proposal,” as defined in the previously announced Agreement and Plan of Merger (as amended, the “Terra Firma Merger Agreement”) among Terra Firma Merger Parent, L.P., a Delaware limited partnership (“Parent”), and Terra Firma Merger Sub, L.P., a Delaware limited partnership and a wholly owned subsidiary of Parent (“Merger Sub”), and Forestar, as amended. Parent and Merger Sub are affiliates of Starwood Capital Group. Forestar also announced in the press release that it had entered into the second amendment to the Terra Firma Merger Agreement providing for an increase in the per share merger consideration to be paid to Forestar’s stockholders from $15.50 per share in cash, without interest, to $16.00 per share in cash, without interest. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release of Forestar, issued June 23, 2017

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.

	FORESTAR GROUP INC.

Dated: June 23, 2017	By:	/s/ Charles D. Jehl
		Name: Charles D. Jehl
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of Forestar, issued June 23, 2017

Exhibit 99.1

NEWS

RELEASE

FORESTAR BOARD OF DIRECTORS DETERMINES

UNSOLICITED PROPOSAL FROM D.R. HORTON

CONSTITUTES A “SUPERIOR PROPOSAL”

— Forestar Enters Into Second Amendment to Merger Agreement with Starwood —

AUSTIN, Texas—June 23, 2017— Forestar Group Inc. (“Forestar” or the “Company”) (NYSE: FOR) announced today that it had received a revised binding proposal from D.R. Horton, Inc. (“D.R. Horton”) to acquire 75% of the outstanding shares of Forestar common stock for $17.75 per share in cash (an increase from D.R. Horton’s previous offer of $16.25 in cash per share to acquire 75% of the outstanding shares of Forestar common stock) and that its board of directors, after consultation with its outside legal and financial advisors, has unanimously determined that the revised proposal constitutes a “Superior Proposal,” as defined in Forestar’s amended merger agreement with Starwood Capital Group (“Starwood”).

Under the terms of D.R. Horton’s revised proposal, which contains definitive documentation, D.R. Horton would acquire 75% of the outstanding shares of Forestar common stock for $17.75 per share in cash and Forestar and D.R. Horton would enter into a master supply agreement establishing a strategic relationship between Forestar and D.R. Horton for the supply of developed lots and a stockholder’s agreement. The proposed master supply agreement and stockholder’s agreement contain revised terms negotiated between Forestar and D.R. Horton since the submission of D.R. Horton’s initial proposal on June 5, 2017.

On June 23, 2017, Forestar notified Starwood that Forestar had received the revised binding proposal from D.R. Horton and that Forestar’s board of directors has determined that D.R. Horton’s revised proposal constitutes a “Superior Proposal” and that Forestar’s board of directors intends to terminate the amended merger agreement with Starwood to enter into a definitive, written agreement with respect to D.R. Horton’s revised proposal. In accordance with the amended merger agreement with Starwood, Forestar will discuss and negotiate with Starwood in good faith (to the extent requested by Starwood) until the end of the business day on June 28, 2017 such adjustments in the terms and conditions of the merger agreement with Starwood as would permit the Forestar board of directors not to terminate the amended merger agreement with Starwood. Subject to limited exceptions, D.R. Horton’s revised offer is irrevocable until 1:00 p.m. on June 30, 2017.

Forestar also announced today that it has also entered into a second amendment to its merger agreement with Starwood to increase the merger consideration to $16.00 per share in cash. Forestar previously announced that it had entered into a merger agreement with Starwood on April 13, 2017, as amended on June 21, 2017, pursuant to which Starwood would acquire all of the outstanding shares of Forestar common stock for $15.50 per share in cash. Other than the increase in the merger consideration to $16.00 per share in cash, all other terms and conditions in the Starwood merger agreement remain unchanged.

Forestar remains subject to the amended merger agreement with Starwood. Forestar’s board of directors is not modifying, withdrawing, amending or qualifying its recommendation in favor of the amended merger agreement with Starwood and the merger contemplated thereby, or proposing to do so, and is not making any recommendation with respect to the revised D.R. Horton proposal.

There is no assurance that the transactions with either Starwood or D.R. Horton will be completed.

JMP Securities LLC is acting as financial advisor to the Company and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor.

About Forestar Group

Forestar is a residential and mixed-use real estate development company. At first quarter-end 2017, we own directly or through ventures interests in 49 residential and mixed-use projects comprised of approximately 4,400 acres of real estate located in 10 states and 14 markets. In addition, we own interests in various other assets that have been identified as non-core that the company is divesting opportunistically over time. At first quarter-end 2017, our remaining non-core assets principally include, 19,000 acres of timberland and undeveloped land (including mitigation banking), four multifamily assets and approximately 20,000 acres of groundwater leases in central Texas. Forestar operates in three business segments: real estate, mineral resources and other. Forestar’s address on the World Wide Web is www.forestargroup.com.

Investor Relations Contact:

Forestar Group Inc.

Charles D. Jehl: 512-433-5229

Media Contacts:

Kekst and Company Incorporated

Jeremy Fielding: 212-521-4858; jeremy.fielding@kekst.com

Molly Morse: 212-521-4826; molly.morse@kekst.com

Cautionary Statement Regarding Forward Looking Statements

This document includes “forward-looking statements” within the meaning of the securities laws. The words “will,” “expect,” “believe,” “future” and similar expressions are intended to identify information that is not historical in nature.

This document contains forward-looking statements relating to the proposed transaction between Forestar and Starwood. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the competitive ability and position of Starwood following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such

plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or at all, including that the required approval by the shareholders of Forestar may not be obtained; (2) there may be a material adverse change of Forestar or the business of Forestar may suffer as a result of uncertainty surrounding the transaction; (3) the transaction may involve unexpected costs, liabilities or delays; (4) legal proceedings may be initiated related to the transaction; (5) changes in economic conditions, political conditions, changes in federal or state laws or regulation may occur; and (6) other risk factors as detailed from time to time in Forestar’s reports filed with the Securities and Exchange Commission (the “SEC”), including Forestar’s Annual Report on Form 10-K for the year ended December 31, 2016 and Forestar’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017, which are available on the SEC’s Web site (www.sec.gov). There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized.

Neither Forestar nor Starwood undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Additional Information and Where to Find It

In connection with the proposed merger transaction, Forestar has filed a definitive proxy statement with the SEC. The definitive proxy statement has been mailed to Forestar’s stockholders. INVESTORS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT FORESTAR AND THE TRANSACTION. Investors are able to obtain the definitive proxy statement, as well as other filings containing information about Forestar, free of charge, from the SEC’s Web site (www.sec.gov). Investors may also obtain Forestar’s SEC filings in connection with the transaction, free of charge, from Forestar’s Web site (www.Forestargroup.com) under the link “Investor Relations” and then under the link “Financial and SEC Reporting” and then under the tab “SEC Filings,” or by directing a request to Forestar, Charles D. Jehl, Chief Financial Officer.

Participants in the Merger Solicitation

The directors, executive officers and employees of Forestar and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Forestar’s directors and executive officers is available in its definitive proxy statement for its 2017 annual meeting of stockholders filed with the SEC on March 28, 2017. This document can be obtained free of charge from the sources indicated above. Other information regarding the interests of the participants in the proxy solicitation is included in the definitive proxy statement.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.