PulteGroup Commences Tender Offer For Up To $300 Million Principal Amount of Its Outstanding 4.250% Senior Notes due 2021

ATLANTA–(BUSINESS WIRE)–PulteGroup, Inc. (NYSE: PHM) (the “Company”) announced today that it has
commenced a tender offer (the “Tender Offer”) for up to $300 million
aggregate principal amount (the “Maximum Tender Amount”) of its 4.250%
Senior Notes due 2021 (the “Notes”).

The terms and conditions of the Tender Offer are set forth in an Offer
to Purchase (the “Offer to Purchase”) and the related Letter of
Transmittal (the “Letter of Transmittal”), each dated May 16, 2019. The
Company intends to fund the Tender Offer with cash on hand.

The following table summarizes the material pricing terms of the Tender
Offer:

The Tender Offer will expire at 12:00 Midnight, New York City time, at
the end of June 13, 2019 (the “Expiration Time”), unless extended or
earlier terminated. Holders who validly tender and do not validly
withdraw their Notes at or prior to 5:00 p.m., New York City time, on
May 30, 2019 (the “Early Tender Time”), and whose Notes are accepted for
purchase, will receive, for each $1,000 principal amount of such Notes,
the “Total Consideration” of $1,020, which includes an “Early Tender
Premium” of $30.00. Holders who validly tender their Notes after the
Early Tender Time will only be eligible to receive the “Tender Offer
Consideration,” which is the Total Consideration less the Early Tender
Premium.

In addition to the Total Consideration or Tender Offer Consideration, as
applicable, Holders whose Notes are accepted for purchase will also
receive accrued and unpaid interest from the last interest payment date
for the Notes to, but not including, the applicable settlement date.
Payment for all Notes validly tendered at or prior to the Early Tender
Time and accepted for purchase will be made on the “Early Settlement
Date”, which will be promptly after the Early Tender Time and is
anticipated to occur on or about May 31, 2019. Payment for all Notes
validly tendered after the Early Tender Time and accepted for purchase,
if any, will be made promptly after the Expiration Time.

If more than the Maximum Tender Amount of Notes are validly tendered and
not validly withdrawn, the Company will accept such Notes for purchase
on a pro rata basis up to the Maximum Tender Amount. If, at the Early
Tender Time, the aggregate principal amount of Notes validly tendered
equals or exceeds the Maximum Tender Amount, the Company does not expect
to accept for purchase any Notes validly tendered after the Early Tender
Time. If, at the Early Tender Time, the aggregate principal amount of
Notes validly tendered is less than the Maximum Tender Amount, the
Company expects to accept for purchase all Notes validly tendered at or
before the Early Tender Deadline without proration, and, in such
instance, only Notes validly tendered after the Early Tender Deadline
and at or before the Expiration Time will be subject to possible
proration. The Company reserves the right, but is not obligated, to
increase the Maximum Tender Amount in its sole discretion.

Tendered Notes may be withdrawn at any time at or prior to, but not
after, 5:00 p.m., New York City time, on May 30, 2019, unless extended
by the Company except under certain limited circumstances as otherwise
required by law.

The consummation of the Tender Offer is not conditioned upon any minimum
amount of Notes being tendered, but is subject to the satisfaction or
waiver of certain conditions described in the Offer to Purchase.

The Company has engaged BofA Merrill Lynch to act as the dealer manager
for the Tender Offer. The Information Agent for the Tender Offer is
Global Bondholder Services, Inc. Copies of the Offer to Purchase and
related offering materials are available by contacting the Information
Agent at (866) 470-4300 (toll-free) or (212) 430-3774. Questions
regarding the Tender Offer should be directed to BofA Merrill Lynch at
(888) 292-0070 (toll-free) or (980) 388-3646 (collect).

This press release is not an offer to sell or to purchase or a
solicitation to purchase or accept any securities. The Tender Offer is
being made solely pursuant to the terms of the Offer to Purchase and the
Letter of Transmittal. The Company may amend, extend or terminate the
Tender Offer in its sole discretion. The Tender Offer is not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities or
other laws of such jurisdiction.

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,” “plan,” “project,” “may,”
“can,” “could,” “might,” “should”, “will” and similar expressions
identify forward-looking statements, including statements related to any
impairment charge and the impacts or effects thereof, 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;
competition within the industries in which we operate; the availability
and cost of land and other raw materials used by us in our homebuilding
operations; the impact of any changes to our strategy in responding to
the cyclical nature of the industry, including any changes regarding our
land positions and the levels of our land spend; the availability and
cost of insurance covering risks associated with our 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 which
could have a greater impact on our effective tax rate or the value of
our deferred tax assets than we anticipate; economic changes nationally
or in our 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; our ability
to generate sufficient cash flow in order to successfully implement our
capital allocation priorities; 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 the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, and the Company’s other public
filings with the Securities and Exchange Commission for a further
discussion of these and other risks and uncertainties applicable to our
businesses. The Company undertakes no duty to update any forward-looking
statement, whether as a result of new information, future events or
changes in PulteGroup’s expectations.

About PulteGroup

PulteGroup, Inc. (NYSE: PHM), based in Atlanta, Georgia, is one of
America’s largest homebuilding companies with operations in
approximately 40 markets throughout the country. Through its brand
portfolio that includes Centex, Pulte Homes, Del Webb, DiVosta Homes and
John Wieland Homes and Neighborhoods, 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 consumer inspired homes and communities to make
lives better.

Contacts

Investors: Jim Zeumer
(404) 978-6434
Email: [email protected]