PulteGroup, Inc. (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the Early Tender Time, $274,046,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn. Holders of Notes validly tendered at or prior to the Early Tender Time, not validly withdrawn and accepted for purchase in accordance with the terms of the Tender Offer received today, for each $1,000 principal amount of such Notes, the “Total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 Accordingly, tendered Notes may no longer be withdrawn.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.
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.
PulteGroup, Inc. (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.