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Press release from Business Wire

PulteGroup Announces Cash Tender Offers for up to $500 Million Aggregate Principal Amount of Outstanding Notes

<p class=' bwtextaligncenter'> <b>Note Tender Part of Comprehensive Capital Allocation Strategy</b> </p>

Wednesday, September 22, 2010

PulteGroup Announces Cash Tender Offers for up to $500 Million Aggregate Principal Amount of Outstanding Notes16:25 EDT Wednesday, September 22, 2010 BLOOMFIELD HILLS, Mich. (Business Wire) -- PulteGroup, Inc. (NYSE: PHM) (“PulteGroup,” the “Company” or “us”) today announced the commencement of tender offers to purchase for cash up to $500 million aggregate principal amount of currently outstanding notes. The tender offers will be funded from the Company's available cash balance which was $2.7 billion as of the second quarter ended June 30, 2010. “Assuming the maximum principal amount of notes are tendered, PulteGroup can reduce its annual pretax interest expense by approximately $25 - $30 million,” said Roger A. Cregg, Executive Vice President and Chief Financial Officer. “Along with the $500 million in notes targeted by this tender, PulteGroup has over $500 million in additional bonds that will mature over the next 24 months. With no debt offerings currently anticipated, these expected pay downs will reduce outstanding debt by more than $1.0 billion. “This tender is part of PulteGroup's overall capital allocation strategy which seeks to balance the need for routine investment into the business, with additional debt pay down and/or future dividends and stock repurchases. Given the Company's strong cash balance, beyond these immediate plans for debt reduction, we will initiate a minimum $50 million per year stock repurchase program under our existing authorization which has $102 million remaining.” The share repurchases may be implemented using a variety of methods, and timing will be dependent on prevailing market conditions, alternative uses of capital and other factors. “While volatile, demand in the U.S. housing market appears to be moving along a bottom,” added Mr. Cregg. “We remain conservative in our near-term expectations for the business and see our expected capital allocations as being supportive of this position.” Details of the Cash Tender Offers Pursuant to the cash tender offers, PulteGroup has offered to purchase up to $500 million aggregate principal amount (the “Tender Cap”) of three series of notes issued by PulteGroup and three series of notes issued by Centex Corporation, a wholly-owned subsidiary of PulteGroup (“Centex”) listed in the table below (collectively, the “Notes”). The offers to purchase consist of three separate offers, with the first offer to purchase any and all of the outstanding Notes listed under the heading “Any and All Offer” in the table below (the “Any and All Offer”). The second offer is to purchase Notes listed under the heading “Maximum Tender Offer” in the table below (the “Maximum Tender Offer”) in an aggregate principal amount equal to the amount of the Tender Cap remaining for the purchase of such Notes following the purchase of the Notes in the Any and All Offer, as set forth in the table below. The third offer is to purchase Notes listed under the heading “Dutch Auction Tender Offer” in the table below (the “Dutch Auction Tender Offer” and together with the Maximum Tender Offer and the Any and All Offer, the “Offers”) in an aggregate principal amount equal to the amount of the Tender Cap remaining for the purchase of such Notes following the purchase of the Notes in the Any and All Offer and the Maximum Tender Offer, as set forth in the table below.             EarlyPrincipalAcceptanceTotalTenderTenderAmountPriorityConsideration or BidPaymentOfferTitle of Securities and CUSIP NumbersIssuerOutstandingLevelPrice Range (1)(3)(1)(2)Consideration (1)   Offer for Notes listed below: Any and All Offer 6.250% Notes due 2013 (CUSIP: 745867AN1) PulteGroup* $225,215,000 N/A $1,060.00 $30.00 $1,030.00 5.125% Notes due 2013 (CUSIP: 152312AM6) Centex $269,916,000 N/A $1,047.50 $30.00 $1,017.50   Offer for Notes listed below: Maximum Tender Offer 5.250% Notes due 2014 (CUSIP: 745867AQ4) PulteGroup* $463,996,000 1 $1,025.00 $30.00 $995.00 5.700% Notes due 2014 (CUSIP: 152312AN4) Centex $350,000,000 1 $1,047.50 $30.00 $1,017.50   Offer for Notes listed below: Dutch Auction Tender Offer 5.200% Notes due 2015 (CUSIP: 745867AS0) PulteGroup* $292,865,000 2 $965.00-$995.00 $30.00 $935.00-$965.00 5.250% Notes due 2015 (CUSIP: 152312AQ7) Centex $450,000,000 2 $995.00-$1,025.00 $30.00 $965.00-$995.00   * At the time of issue of these Notes, the Company was known as Pulte Homes, Inc. (1)   Per $1,000 principal amount of Notes tendered and accepted for purchase. (2) Included in the Total Consideration for Notes tendered at or prior to 5:00 p.m., New York City time, on the Early Tender Date. (3) Bid price specified by holders of Notes will include the Early Tender Payment of $30.00.   The total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn in the Any and All Offer and the Maximum Tender Offer payable to holders of Notes who have validly tendered and not validly withdrawn their Notes at or prior to 5:00 p.m., New York City time, on October 5, 2010 (the “Early Tender Date”), and whose Notes are accepted for purchase is specified in the table above under the heading “Total Consideration or Bid Price Range” (the “Total Consideration”). The Total Consideration or bid price range for the Notes in the Offers includes an early tender payment of $30.00 per $1,000 principal amount of Notes tendered (the “Early Tender Payment”). Holders of Notes who tender Notes in the Offers after 5:00 p.m., New York City time, on the Early Tender Date but at or prior to 12:00 midnight, New York City time, on the Expiration Date (as defined below) and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive the applicable Total Consideration less the Early Tender Payment (the “Tender Offer Consideration”). Pricing and acceptance in the Dutch Auction Tender Offer will be determined according to the procedures described in the Offer to Purchase. The amounts of Notes that are purchased in the Maximum Tender Offer and the Dutch Auction Tender Offer may be prorated as set forth in the Offer to Purchase. Tenders in the Dutch Auction Tender Offer at bid prices outside the applicable bid price range will not be accepted and will not be used in calculating the clearing premium. The Offers will expire at 12:00 midnight, New York City time, on October 20, 2010, unless extended (the “Expiration Date”). The “Settlement Date” shall promptly follow the Expiration Date. Tenders of Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on October 5, 2010, unless extended (the “Withdrawal Date”), but, except as provided herein or required by law, after such time may not be validly withdrawn. On any date that is on or after the Withdrawal Date and prior to the Expiration Date, if all conditions have been or concurrently are satisfied or waived by us, the Company may, but is not obligated to, accept for payment all Notes validly tendered in the Any and All Offer as of such date, and payment for such Notes will be made promptly thereafter. The terms and conditions of the Offers are described in the Offer to Purchase, dated September 22, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). Holders of Notes are urged to read the Offer to Purchase and the related Letter of Transmittal carefully before making any decision with respect to the Offers. In addition to the applicable Total Consideration or Tender Offer Consideration, holders of Notes who validly tender and do not validly withdraw their Notes in the Offers and whose Notes are accepted for purchase will also be paid accrued and unpaid interest on the tendered Notes from the last interest payment date applicable to the Notes to, but not including, the Settlement Date. PulteGroup has retained Barclays Capital Inc., BNP Paribas Securities Corp. and RBS Securities Inc. to act as dealer managers in connection with the Offers. D. F. King & Co., Inc. has been retained to serve as the depositary and the information agent for the Offers. For additional information regarding the terms of the Offers, please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), BNP Paribas Securities Corp. at (888) 210-4358 (toll free) or (212) 841-3059 (collect) or RBS Securities Inc. at (877) 297-9832 (toll free) or (203) 897-6145 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to D. F. King & Co., Inc. at (212) 269-5550 (collect) or (800) 487-4870 (toll free). 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 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 Offers. Subject to applicable law, PulteGroup may amend, extend or, subject to certain conditions, terminate the Offers. Forward-Looking Statements 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: the possibility that the expected efficiencies and cost savings from the merger with Centex will not be realized, or will not be realized within the expected time period; the risk that the PulteGroup and Centex businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; interest rate changes and the availability of mortgage financing; continued volatility in, and potential further deterioration of, the debt and equity markets; competition within the industries in which PulteGroup operates; the availability and cost of land and other raw materials used by PulteGroup in its homebuilding operations; 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; the interpretation of tax, labor and environmental laws; changes in consumer confidence and preferences; 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, 2009, and other public filings with the Securities and Exchange Commission (the “SEC”) for a further discussion of these and other risks and uncertainties applicable to our businesses. About PulteGroup PulteGroup, Inc. (NYSE: PHM) based in Bloomfield Hills, Mich., is America's premier home building company with operations in 67 markets, 29 states and the District of Columbia. Celebrating its 60th anniversary in 2010, the Company has an unmatched capacity to meet the needs of all buyer segments through its brand portfolio that includes Pulte Homes, Centex Homes and Del Webb. For more information about PulteGroup, Inc. and PulteGroup brands, see www.pultegroup.com; www.pultehomes.com; www.centex.com; www.delwebb.com