PulteGroup Announces Early Tender Results Of Its Cash Tender Offers For Up To $1,000,000,000 Aggregate Principal Amount Of Outstanding Notes And Early Acceptance Of Certain Notes Tendered In Its Any And All Offer
BLOOMFIELD HILLS, Mich., Nov. 7, 2012 /PRNewswire/ — PulteGroup, Inc. (NYSE: PHM) (“PulteGroup,” the “Company” or “us”) today announced that as of 5:00 p.m., New York City time, on November 6, 2012 (the “Early Tender Date”), it had received tenders of notes in the amounts set out in the table below:
Title of Securities and CUSIP Numbers Issuer Principal Amount Acceptance Principal Percentage of Outstanding Priority Level Amount Outstanding Tendered Amount Tendered --- --- -------- --------------- Offer for Notes listed below: Any and All Offer 5.125% Notes due 2013 (CUSIP: 152312AM6) Centex $119,477,000 N/A $11,702,000 9.79% 5.250% Notes due 2014 (CUSIP: 745867AQ4) PulteGroup* $255,919,000 N/A $25,935,000 10.13% 5.700% Notes due 2014 (CUSIP: 152312AN4) Centex $318,671,000 N/A $75,833,000 23.80% 5.200% Notes due 2015 (CUSIP: 745867AS0) PulteGroup* $208,027,000 N/A $82,394,000 39.61% Offer for Notes listed below: Maximum Tender Offer 5.250% Notes due 2015 (CUSIP: 152312AQ7) Centex $284,464,000 1 $10,885,000 3.83% 6.500% Notes due 2016 (CUSIP: 152312AT1) Centex $480,000,000 2 $14,755,000 3.07%
* At the time of issue of these notes, the Company was known as Pulte Homes, Inc.
The terms and conditions of the tender offers are described in the Offer to Purchase, dated October 24, 2012 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The tender offers will expire at 12:00 midnight, New York City time, at the end of November 21, 2012, unless extended (the “Expiration Date”).
PulteGroup also announced that it has elected to exercise its option as described in the Offer to Purchase to accept for payment all notes validly tendered in the Any and All Offer as of the Early Tender Date and that payment for such notes will be made on November 8, 2012. Notes that have been submitted before the Early Tender Date and are accepted will receive the early tender premium of $30.00 per $1,000 principal amount of notes. Notes tendered pursuant to the tender offers may no longer be withdrawn. The notes that are tendered in the Any and All Offer after the Early Tender Date and prior to the Expiration Date and the notes that are tendered in the Maximum Tender Offer prior to the Expiration Date will, subject to the terms and conditions of the tender offers (including the tender cap described below), be accepted for payment at or promptly after the Expiration Date, and payment for all validly tendered notes not earlier accepted will be made promptly thereafter. Subject to the terms and the conditions of the tender offers, the notes will be accepted for payment by PulteGroup by the giving of notice to Global Bondholder Services Corporation, the depositary for the tender offers.
As described in the Offer to Purchase, if the aggregate principal amount of notes within an Acceptance Priority Level tendered in the Maximum Tender Offer (as set forth in the table above) exceeds the $1,000,000,000 tender cap remaining following the purchase of notes pursuant to the Any and All Offer and of notes tendered within the numerically lower Acceptance Priority Level in the Maximum Tender Offer, then PulteGroup will accept such validly tendered notes in such Acceptance Priority Level, in the aggregate, on a prorated basis (rounded downward such that holders receive notes in integral multiples of $1,000).
PulteGroup has retained Citigroup, BofA Merrill Lynch, Deutsche Bank Securities, J.P. Morgan, UBS Investment Bank and Wells Fargo Securities to act as dealer managers in connection with the tender offers. Global Bondholder Services Corporation has been retained to serve as the depositary and the information agent for the tender offers.
For additional information regarding the terms of the tender offers, please contact: Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect), BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect), Deutsche Bank Securities at (855) 287-1922 (toll free) or (212) 250-7527 (collect), J.P. Morgan at (800) 245- 8812 (toll free) or (212) 270-1200 (collect), UBS Investment Bank at (888) 719-4210 (toll free) or (203) 719-4210 (collect) or Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 715-8341 (collect). Requests for documents and questions regarding the tendering of notes may be directed to Global Bondholder Services Corporation at (866) 873-5600 (toll free) or (212) 430-3774 (collect).
PulteGroup’s obligations to accept any notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and the related Letter of Transmittal. This press release is for informational purposes only and is not an offer to purchase or a solicitation of acceptance of the tender offers. Subject to applicable law, PulteGroup may amend, extend or, subject to certain conditions, terminate the tender offers.
This press release includes “forward-looking statements.” These statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “may,” “can,” “could,” “might,” “will” and similar expressions identify forward-looking statements, including statements related to expected operating and performing results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future.
Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of mortgage financing; continued volatility in the debt and equity markets; competition within the industries in which PulteGroup operates; the availability and cost of land and raw materials used by PulteGroup in its homebuilding operations; the impact of any changes to PulteGroup’s strategy in responding to continuing adverse conditions in the industry, including any changes regarding PulteGroup’s land positions; the availability and cost of insurance covering risks associated with PulteGroup’s businesses; shortages and the cost of labor; weather related slowdowns; slow growth initiatives and/or local building moratoria; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans; the interpretation of or changes to tax, labor and environmental laws; economic changes nationally or in PulteGroup’s local markets, including inflation, deflation, changes in consumer confidence and preferences and the state of the market for homes in general; legal or regulatory proceedings or claims; required accounting changes; terrorist acts and other acts of war; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature. See PulteGroup’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and other public filings with the Securities and Exchange Commission for a further discussion of these and other risks and uncertainties applicable to PulteGroup’s business. PulteGroup undertakes no duty to update any forward-looking statement, whether as a result of new information, future events or changes in PulteGroup’s expectations.
PulteGroup, Inc. (NYSE: PHM), based in Bloomfield Hills, Mich., is one of America’s largest homebuilding companies with operations in approximately 60 markets throughout the country. Through its brand portfolio that includes Centex, Pulte Homes and Del Webb, the Company is one of the industry’s most versatile homebuilders able to meet the needs of multiple buyer groups and respond to changing consumer demand. PulteGroup conducts extensive research to provide homebuyers with innovative solutions and new homes designed for the way people actually live today. As the most awarded homebuilder in customer satisfaction, PulteGroup brands have consistently ranked among top homebuilders in third-party customer satisfaction studies.
Investors: James Zeumer
SOURCE PulteGroup, Inc.