In connection with the merger of Pulte Homes, Inc. (NYSE: PHM)
(“Pulte”, the “Company” or “us”) and Centex Corporation (NYSE: CTX)
(“Centex”) (the “Merger”), Pulte today announced the commencement
of cash tender offers to purchase up to $1,500,000,000 aggregate
principal amount (the “Tender Cap”) of two series of Pulte notes
and eight series of Centex notes listed in the table below
(collectively, the “Notes”). The offers to purchase consist of two
separate offers, with the first offer to purchase any and all of
the outstanding Notes listed under the heading “Any and All Offer”
in the table below (the “Any and All Offer”). The second offer is
to purchase Notes listed under the heading “Maximum Tender Offer”
in the table below (the “Maximum Tender Offer” and, together with
the Any and All Offer, the “Offers”) in an aggregate principal
amount equal to the amount of the Tender Cap remaining for the
purchase of such Notes following the purchase of the Notes in the
Any and All Offer and in the case of Notes other than the 7.500%
Notes due 2012, all Notes purchased in the Maximum Tender Offer
with a numerically lower Acceptance Priority Level, as set forth in
the table below.
Title of Securities and CUSIP Numbers
Issuer
PrincipalAmountOutstanding
AcceptancePriorityLevel
TotalConsideration(1)
EarlyTenderPayment(1)(2)
TenderOfferConsideration(1)
Offer for Notes listed below: Any and All Offer
4.550% Notes due 2010 (CUSIP:
152312AP9)
Centex $300,000,000 N/A $1,020.00 $30.00 $990.00
7.875% Notes due 2011 (CUSIP:
152312AG9)
Centex $392,494,000 N/A $1,070.00 $30.00 $1,040.00
8.125% Notes due 2011 (CUSIP:
745867AH4)
Pulte $200,000,000 N/A $1,072.50 $30.00 $1,042.50
7.875% Notes due 2011 (CUSIP:
745867AL5)
Pulte $473,563,000 N/A $1,077.50 $30.00 $1,047.50
Offer for Notes listed below:
Maximum Tender Offer
7.500% Notes due 2012 (CUSIP:
152312AH7)
Centex $324,325,000 1 $1,075.00 $30.00 $1,045.00
5.450% Notes due 2012 (CUSIP:
152312AS3)
Centex $295,000,000 2 $1,020.00 $30.00 $990.00
5.125% Notes due 2013 (CUSIP:
152312AM6)
Centex $300,000,000 3 $972.50 $30.00 $942.50
5.700% Notes due 2014 (CUSIP:
152312AN4)
Centex $350,000,000 4 $975.00 $30.00 $945.00
5.250% Notes due 2015 (CUSIP:
152312AQ7)
Centex $450,000,000 4 $932.50 $30.00 $902.50
6.500% Notes due 2016 (CUSIP:
152312AT1)
Centex $480,000,000 4 $970.00 $30.00 $940.00 (1) Per $1,000
principal amount of Notes tendered and accepted for purchase. (2)
Included in the Total Consideration (as set forth in the table
above) for Notes tendered at or prior to 5:00 p.m., New York City
time, on the Early Tender Date (hereinafter defined).
The total consideration for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn in the Offers
payable to Holders who have validly tendered and not validly
withdrawn their Notes at or prior to 5:00 p.m., New York City time,
on August 24, 2009 (the “Early Tender Date”), and whose Notes are
accepted for purchase is specified in the table above under the
heading “Total Consideration” (the “Total Consideration”). The
Total Consideration for the Notes in the Offers includes an early
tender payment of $30 per $1,000 principal amount of Notes tendered
(the “Early Tender Payment”). Holders who tender Notes in the
Offers after 5:00 p.m., New York City time, on the Early Tender
Date but at or prior to 12:00 midnight, New York City time, on the
Expiration Date (as defined below) and whose Notes are accepted for
purchase will not be entitled to receive the Early Tender Payment
and will therefore be entitled to receive the consideration
specified in the table above under the heading “Tender Offer
Consideration”, for each $1,000 principal amount of Notes tendered
(the “Tender Offer Consideration”).
The Offers will expire at 12:00 midnight, New York City time, on
September 8, 2009, unless extended (the “Expiration Date”).
The “Settlement Date” shall promptly follow the Expiration Date
and is expected to be September 9, 2009.
Tenders of Notes may be validly withdrawn at any time at or
prior to 5:00 p.m., New York City time, on August 24, 2009 (the
“Withdrawal Date”), but, except as provided herein or required by
law, after such time may not be validly withdrawn.
On any date that is on or after the Withdrawal Date and prior to
the Expiration Date, if the Merger Condition (as defined below) has
been satisfied and all other conditions have been or concurrently
are satisfied or waived by us, the Company may, but is not
obligated to, accept for payment all Notes validly tendered in the
Any and All Offer as of such date, and payment for such Notes will
be made thereafter.
The terms and conditions of the Offers are described in the
Offer to Purchase, dated August 11, 2009, and the related Letter of
Transmittal. Holders are urged to read the Offer to Purchase and
the related Letter of Transmittal carefully before making any
decision with respect to the Offers. The Offers are conditioned on
the satisfaction of certain conditions, including the consummation
of the Merger (the “Merger Condition”).
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, Holders who validly tender and do not
validly withdraw their Notes in the Offers and whose Notes are
accepted for purchase will also be paid accrued and unpaid interest
on the tendered Notes from the last interest payment date
applicable to the Notes to, but not including, the Settlement
Date.
Pulte has retained BofA Merrill Lynch, Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc. and UBS Securities LLC to act as
lead dealer managers, Barclays Capital Inc. and Wells Fargo
Securities to act as dealer managers and Calyon Securities (USA)
Inc., Comerica Securities, Inc., Mitsubishi UFJ Securities (USA),
Inc., Mizuho Securities USA Inc., RBS Securities Inc. and SunTrust
Robinson Humphrey, Inc. to act as co-dealer managers in connection
with the Offers. D. F. King & Co., Inc. has been retained to
serve as the depositary and the information agent for the tender
offer.
For additional information regarding the terms of the Offers,
please contact: BofA Merrill Lynch at (888) 292-0070 (toll free) or
(980) 388-4603 (collect), Deutsche Bank Securities Inc. at (866)
627-0391 (toll free) or (212) 250-2955 (collect), J.P. Morgan
Securities Inc. at (800) 245-8812 (toll free) or (212) 270-3994
(collect) and UBS Securities LLC at (888) 719-4210 (toll free) or
(203) 719-4210 (collect). Requests for documents and questions
regarding the tendering of Notes may be directed to D. F. King
& Co., Inc. at (800) 487-4870 (toll free).
Pulte’s obligations to accept any Notes tendered and to pay the
applicable consideration for them are set forth solely in the Offer
to Purchase and related Letter of Transmittal. This press release
is for informational purposes only and is not an offer to purchase
or a solicitation of acceptance of the Offers. Subject to
applicable law, Pulte may amend, extend or, subject to certain
conditions, terminate the Offers.
Certain statements in this release constitute “forward-looking
statements.” Such forward-looking statements involve known risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such
factors include, among other things, (1) adverse national and
regional economic and business conditions, including further
deterioration in the unemployment rate and the current downturn in
the homebuilding industry; (2) interest rate changes and the
availability of mortgage financing; (3) continued volatility and
potential further deterioration in the debt and equity markets,
which have adversely impacted the banking and mortgage finance
industries, resulting in tightening of credit; (4) competition; (5)
the availability and cost of land and other raw materials used by
the Company in its homebuilding operations; (6) the availability
and cost of insurance covering risks associated with the Company’s
business; (7) shortages and the cost of labor; (8) weather-related
slowdowns; (9) slow growth initiatives and/or local building
moratoria; (10) governmental regulation and the interpretation of
tax, labor and environmental laws; (11) changes in consumer
confidence and preferences; (12) required accounting changes; (13)
terrorist acts and other acts of war; (14) the potential loss of
tax benefits if we have an “ownership change” under IRC Section
382; (15) the failure of Centex’s stockholders to approve the
proposed merger; (16) the failure of Pulte’s stockholders to
approve either the charter amendment increasing the number of
authorized shares of Pulte’s common stock or the issuance of
Pulte’s common stock to Centex stockholders; (17) disruption from
the proposed transaction making it more difficult to maintain
business and operational relationships; (18) the possibility that
the proposed transaction does not close, including, but not limited
to, due to the failure to satisfy the closing conditions; and (19)
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 and Annual Report to
Shareholders for the year ended December 31, 2008 and other public
filings with the Securities and Exchange Commission for a further
discussion of these and other risks and uncertainties applicable to
Pulte’s business. Pulte undertakes no duty to update any
forward-looking statement whether as a result of new information,
future events or changes in Pulte’s expectations.
About Pulte Homes
Pulte Homes, Inc. (NYSE: PHM), based in Bloomfield Hills, Mich.,
is one of America’s largest home building companies with operations
in 49 markets and 25 states. During its 59-year history, the
company has delivered more than 500,000 new homes. Since 2000,
Pulte Homes operations have earned more top-three finishes than any
other homebuilder in the annual J.D. Power and Associates New-Home
Builder Customer Satisfaction StudySM. Under its Del Webb brand,
Pulte is the nation’s largest builder of active adult communities
for people age 55 and older. Its DiVosta Homes brand is renowned in
Florida for its distinctive master-planned communities. Pulte
Mortgage LLC is a nationwide lender offering Pulte customers a wide
variety of loan products and superior service.
Websites: www.pulte.com; www.delwebb.com; www.divosta.com
About Centex
Dallas-based Centex, founded in 1950, is one of the nation’s
leading home building companies. Its leading brands include Centex
Homes, Fox & Jacobs Homes and CityHomes. In addition to its
home building operations, Centex also offers mortgage and title
services. Centex has ranked among the top three builders on FORTUNE
magazine’s list of “America’s Most Admired Companies” for 10
straight years and is a leader in quality and customer
satisfaction.
Website: www.centexhomes.com
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