ATLANTA–(BUSINESS WIRE)–PulteGroup, Inc. (NYSE: PHM) (the “Company”) announced today the results
as of 5:00 p.m., New York City time, on May 30, 2019 (the “Early Tender
Time”) of its previously announced cash tender offer (the “Tender
Offer”) to purchase up to $300 million aggregate principal amount (the
“Maximum Tender Amount”) of its 4.250% Senior Notes due 2021 (the
“Notes”).
As of the Early Tender Time, $274,046,000 aggregate principal amount of
the Notes had been validly tendered and not validly withdrawn. Holders
of Notes validly tendered at or prior to the Early Tender Time, not
validly withdrawn and accepted for purchase in accordance with the terms
of the Tender Offer received today, for each $1,000 principal amount of
such Notes, the “Total Consideration” of $1,020, which includes an
“Early Tender Premium” of $30.00. In addition to the Total
Consideration, such holders also received, in respect of such Notes,
accrued and unpaid interest from the last interest payment date for the
Notes to, but not including, today.
The terms and conditions of the Tender Offer, including the withdrawal
deadline, which was 5:00 p.m., New York City time on May 30, 2019,
remain unchanged and are set forth in an Offer to Purchase and the
related Letter of Transmittal (the “Offer Documents”), each dated May
16, 2019. Accordingly, tendered Notes may no longer be withdrawn. The
Company is making the Tender Offer only by, and pursuant to, the terms
and conditions set forth in the Offer Documents.
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 of Notes validly tendered after the Early
Tender Time and at or before the Expiration Time will only be eligible
to receive the “Tender Offer Consideration” of $990, which is the Total
Consideration less the Early Tender Premium, for each $1,000 principal
amount of such Notes. In addition to the Tender Offer Consideration,
such holders will also receive, in respect of such Notes, accrued and
unpaid interest from the last interest payment date for the Notes to,
but not including, the settlement date for such Notes. Payment for all
Notes validly tendered after the Early Tender Time and accepted for
purchase will be made promptly after the Expiration Time.
If more than the Maximum Tender Amount of Notes are validly tendered,
and Notes are accepted for purchase, the amount of Notes that will be
purchased will be prorated as described in the Offer to Purchase. Only
Notes validly tendered after the Early Tender Time 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. The Company will return any Notes not
accepted for purchase promptly after the Expiration Time.
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 Documents.
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]
