PulteGroup, Inc. (NYSE: PHM) (the “Company”) today announced the
early tender results for its previously announced tender offers to
purchase for cash up to $300,000,000 aggregate principal amount
(the “Aggregate Tender Cap”) of the Company’s 5.500% Senior Notes
due 2026 (the “2026 Notes”) and 5.000% Senior Notes due 2027 (the
“2027 Notes” and, together with the 2026 Notes, the
“Securities”).
As of 5:00 p.m., New York City time, on May 30, 2024, the
previously announced early tender date and time (the “Early Tender
Date”), the aggregate principal amount of each series of Securities
set forth in the table below under “Principal Amount Tendered” have
been validly tendered and not validly withdrawn in the Tender
Offers. Withdrawal rights for the Tender Offers expired at 5:00
p.m. New York City time, on May 30, 2024, and, accordingly,
Securities validly tendered in the tender offers may no longer be
withdrawn except where additional withdrawal rights are required by
law.
Title of
Security
CUSIP No./ ISIN
No.
Principal Amount
Outstanding
Acceptance Priority
Level(1)
Aggregate Principal
Amount Tendered
Aggregate Principal
Amount Accepted
Proration
Factor(2)
5.500%
Senior Notes
due 2026
745867AW1
/ US745867AW12
$445,269,000
1
$193,402,000
$193,402,000
N/A
5.000%
Senior Notes
due 2027
745867AX9
/ US745867AX94
$443,875,000
2
$185,172,000
$106,598,000
57.6%
_______________
1 The offers with respect to the
Securities are subject to the Aggregate Tender Cap of
$300,000,000.
2 Rounded to the nearest tenth of a
percentage point.
The tender offers are being made pursuant to an offer to
purchase, dated May 16, 2024 (as it may be amended or supplemented
from time to time, the “Offer to Purchase”), which sets forth the
terms and conditions of the Tender Offers. The purchase of the 2027
Notes validly tendered and not validly withdrawn in the tender
offers would cause the Company to purchase Securities with an
aggregate principal amount in excess of the Aggregate Tender Cap.
Accordingly, the 2027 Notes will be purchased on a pro rata basis
up to the Aggregate Tender Cap in the manner described in the Offer
to Purchase by reference to the appliable “Proration Factor” for
such series of Securities specified in the table above.
The consideration (the “Total Consideration”) to be paid for
each series of the Securities that are validly tendered and
accepted for purchase will be determined in the manner described in
the Offer to Purchase by reference to the applicable “Fixed Spread”
for such series of Securities specified in the Offer to Purchase
plus the applicable yield based on the bid-side price of the
applicable “U.S. Treasury Reference Security” specified in the
Offer to Purchase as quoted on the applicable Bloomberg Reference
Page specified in the Offer to Purchase at 10:00 a.m., New York
City time, on May 31, 2024 (the “Pricing Date”). The Company
expects to issue a press release on May 31, 2024 to announce the
Total Consideration payable in respect of each series of the
Securities that are accepted for purchase by the Company, including
the respective Reference Yields (as defined in the Offer to
Purchase) for each series of the Securities that will be used in
determining such Total Consideration. It is anticipated that the
settlement date for the Securities that were validly tendered at or
prior to the Early Tender Date and accepted for purchase by the
Company will be June 4, 2024 (the “Early Settlement Date”).
Although the tender offers are scheduled to expire at 5:00 p.m.,
New York City time, on June 14, 2024, because the aggregate
principal amount of Securities validly tendered and not validly
withdrawn prior to or at the Early Tender Date exceeded the
Aggregate Tender Cap, there will be no Final Settlement Date (as
defined in the Offer to Purchase), and no Securities tendered after
the Early Tender Date will be accepted for purchase. Securities
tendered and not purchased on the Early Settlement Date will be
returned to holders promptly after the Early Settlement Date.
The tender offers are subject to the satisfaction or waiver by
the Company of certain conditions as set forth in the Offer to
Purchase. The tender offers are not conditioned upon the tender of
any minimum principal amount of the Securities, and neither of the
tender offers is conditioned on the consummation of the other
tender offer.
Information Relating to the Tender Offers
J.P. Morgan is the dealer manager for the tender offers.
Investors with questions regarding the tender offers may contact
J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-7489
(collect). Global Bondholder Services Corporation is the tender and
information agent for the tender offers and can be contacted at
(855) 654-2015 (toll-free) (bankers and brokers can call collect at
(212) 430-3774) or by email at contact@gbsc-usa.com.
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any Securities is making any
recommendation as to whether holders should tender any Securities
in response to any of the tender offers, and neither the Company
nor any such other person has authorized any person to make any
such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
Holders are urged to evaluate carefully all information in the
Offer to Purchase, including the documents incorporated by
reference therein, and to consult their own investment and tax
advisors. If a holder holds Securities through a custodian bank,
broker, dealer, commercial bank, trust company or other nominee, it
may contact such custodian or nominee.
The full details of the tender offers are included in the Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they contain important information. The Offer to
Purchase may be obtained from Global Bondholder Services
Corporation, free of charge, by calling toll-free at (855) 654-2015
(toll-free) (bankers and brokers can call collect at (212)
430-3774) or by email at contact@gbsc-usa.com.
About PulteGroup
PulteGroup, Inc. (NYSE: PHM), based in Atlanta, Georgia, is one
of America’s largest homebuilding companies with operations in more
than 45 markets throughout the country. Through its brand portfolio
that includes Centex, Pulte Homes, Del Webb, DiVosta Homes,
American West 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’s purpose is building incredible places where
people can live their dreams.
For more information about PulteGroup, Inc. and PulteGroup
brands, go to pultegroup.com; pulte.com; centex.com; delwebb.com;
divosta.com; jwhomes.com; and americanwesthomes.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect the views of the
Company’s management regarding current expectations and projections
about future events and are based on currently available
information. Actual results could differ materially from those
contained in these forward-looking statements for a variety of
reasons, including, but not limited to, those discussed in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2023, Part I, ITEM 1A, “Risk Factors,” as well as those
discussed in the Offer to Purchase. Risks such as interest rate
changes and the availability of mortgage financing; the impact of
any changes to our strategy in responding to the cyclical nature of
the industry or deteriorations in industry changes or downward
changes in general economic or other business conditions, including
any changes regarding our land positions and the levels of our land
spend; 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; labor
supply shortages and the cost of labor; the availability and cost
of land and other raw materials used by us in our homebuilding
operations; a decline in the value of the land and home inventories
we maintain and resulting possible future writedowns of the
carrying value of our real estate assets; competition within the
industries in which we operate; governmental regulation directed at
or affecting the housing market, the homebuilding industry or
construction activities, slow growth initiatives and/or local
building moratoria; the availability and cost of insurance covering
risks associated with our businesses, including warranty and other
legal or regulatory proceedings or claims; damage from improper
acts of persons over whom we do not have control or attempts to
impose liabilities or obligations of third parties on us; weather
related slowdowns; the impact of climate change and related
governmental regulation; adverse capital and credit market
conditions, which may affect our access to and cost of capital; the
insufficiency of our income tax provisions and tax reserves,
including as a result of changing laws or interpretations; the
potential that we do not realize our deferred tax assets; our
inability to sell mortgages into the secondary market; uncertainty
in the mortgage lending industry, including revisions to
underwriting standards and repurchase requirements associated with
the sale of mortgage loans, and related claims against us; risks
related to information technology failures, data security issues
and the effect of cybersecurity incidents and threats; the impact
of negative publicity on sales; failure to retain key personnel;
the impairment of our intangible assets; the disruptions associated
with the COVID-19 pandemic (or another epidemic or pandemic or
similar public threat or fear of such an event), and the measures
taken to address it; and other factors of national, regional and
global scale, including those of a political, economic, business
and competitive nature could have a material adverse effect on our
business, financial condition and results of operations. Other
unknown or unpredictable factors also could have a material adverse
effect on the Company’s business, financial condition and results
of operations. Accordingly, readers should not place undue reliance
on these forward-looking statements. The use of words such as
believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,”
“project,” “may,” “can,” “could,” “might,” “should,” “will” and
similar expressions, among others, generally identify
forward-looking statements; however, these words are not the
exclusive means of identifying such statements. In addition, any
statements that refer to expectations, projections or other
characterizations of future events or circumstances are
forward-looking statements. These forward-looking statements are
inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Accordingly, you
should not place undue reliance on those statements. The Company is
not under any obligation to, and does not intend to, publicly
update or review any forward-looking statement or other statement
in this communication, the Offer to Purchase or in any related
supplement the Company prepares or authorizes or in any documents
incorporated by reference into the Offer to Purchase, whether as a
result of new information, future events or otherwise, even if
experience or future events make it clear that any expected results
expressed or implied by these forward-looking statements will not
be realized. Please carefully review and consider the various
disclosures made in this communication, the Offer to Purchase and
in the Company’s reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect the
Company’s business, prospects and results of operations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240531788414/en/
Jim Zeumer 404-978-6434 jim.zeumer@pultegroup.com
PulteGroup (NYSE:PHM)
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