Press release from Business Wire
PulteGroup Announces Early Tender Results of Its Cash Tender Offers for up to $500 Million Aggregate Principal Amount of Outstanding Notes and Early Acceptance of Certain Notes Tendered in Its Any and All Offer
Tuesday, October 05, 2010
BLOOMFIELD HILLS, Mich. (Business Wire) -- PulteGroup, Inc. (NYSE: PHM) (“PulteGroup,” the “Company” or “us”) today announced that as of 5:00 p.m., New York City time, on October 5, 2010 (the “Early Tender Date”), it had received tenders of notes totaling approximately $570 million as set out in the table below:
|Title of Securities and CUSIP Numbers||
Offer for Notes listed below: Any and All Offer
|6.250% Notes due 2013 (CUSIP: 745867AN1)||PulteGroup*||$225,215,000||N/A||$162,420,000|
|5.125% Notes due 2013 (CUSIP: 152312AM6)||Centex||$269,916,000||N/A||$89,741,000|
Offer for Notes listed below: Maximum Tender Offer
|5.250% Notes due 2014 (CUSIP: 745867AQ4)||PulteGroup*||$463,996,000||1||$128,027,000|
|5.700% Notes due 2014 (CUSIP: 152312AN4)||Centex||$350,000,000||1||$31,304,000|
Offer for Notes listed below: Dutch Auction Tender Offer
|5.200% Notes due 2015 (CUSIP: 745867AS0)||PulteGroup*||$292,865,000||2||$118,411,000|
|5.250% Notes due 2015 (CUSIP: 152312AQ7)||Centex||$450,000,000||2||$40,362,000|
* 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 September 22, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal. The tender offers will expire at 12:00 midnight, New York City time, on October 20, 2010, 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 October 6, 2010. 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 Notes tendered pursuant to the tender offers may no longer be withdrawn.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 and the Dutch Auction 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 D. F. King & Co., Inc., the depositary for the tender offers.
As described in the Offer to Purchase, if the aggregate principal amount of notes tendered in the Maximum Tender Offer (as set forth in the table above) exceeds the $500 million tender cap remaining following the purchase of notes pursuant to the Any and All Offer, then PulteGroup will accept such validly tendered notes on a prorated basis (rounded downward to avoid the purchase of notes in a principal amount other than in integral multiples of $1,000). If the aggregate principal amount of notes validly tendered in the Dutch Auction Tender Offer (the “Dutch Auction Notes”) at or below the clearing premium (as set forth in the Offer to Purchase) exceeds the $500 million tender cap remaining following the purchase of notes pursuant to the Any and All Offer and the Maximum Tender Offer, then PulteGroup will (i) first accept all such Dutch Auction Notes validly tendered with a bid price that results in a bid premium (as set forth in the Offer to Purchase) less than the clearing premium and (ii) second accept for payment all such Dutch Auction Notes validly tendered with a bid price equal to the clearing premium (to the extent such acceptance would not result in repurchases in excess of the remaining $500 million tender cap) on a prorated basis using a single proration factor across both series of Dutch Auction Notes.
PulteGroup has retained Barclays Capital Inc., BNP Paribas Securities Corp. and RBS Securities Inc. to act as dealer managers in connection with the tender offers. D. F. King & Co., Inc. 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: 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 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: the possibility that the expected efficiencies and cost savings from the merger with Centex Corporation (“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.
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