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:
Per $1,000 Principal Amount of
Notes
Title of
Security
CUSIP
Number
Aggregate
Principal Amount
Outstanding
Maximum
Tender
Amount
Tender Offer
Consideration
Early
Tender
Premium
Total
Consideration
4.250% Senior Notes due 2021 745867AV3 $700,000,000 $300,000,000
$990
$30
$1,020
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tendered and not validly withdrawn, the Company will accept such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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190516006104/en/
Investors: Jim Zeumer(404) 978-6434Email:
jim.zeumer@pultegroup.com
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