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withdrawn.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Early Tender Time, not validly withdrawn and accepted for purchase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may no longer be withdrawn.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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190531005447/en/
Investors: Jim Zeumer(404) 978-6434Email:
jim.zeumer@pultegroup.com
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