PulteGroup, Inc. (NYSE: PHM) (the “Company”) today announced the pricing 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”).

Title of Security

CUSIP No./ ISIN No.

Principal Amount Outstanding

Acceptance Priority Level(1)

Aggregate Principal Amount Tendered

Aggregate Principal Amount Expected to Be Accepted

Early Tender Payment(2)(3)

U.S. Treasury Reference Security

Reference Yield(4)

Bloomberg Reference Page

Fixed Spread

Total Consideration(5)

5.500% Senior Notes due 2026

745867AW1 / US745867AW12

$445,269,000

1

$193,402,000

$193,402,000

$50

4.875% UST due November 30, 2025

5.053%

FIT4

50 bps

$999.04

5.000% Senior Notes due 2027

745867AX9 / US745867AX94

$443,875,000

2

$185,172,000

$106,598,000

$50

4.625% UST due October 15, 2026

4.803%

FIT5

50 bps

$992.64

__________________________________________

1

 

The offers with respect to the Securities are subject to the Aggregate Tender Cap of $300,000,000.

2

 

Per $1,000 principal amount.

3

 

The Total Consideration for Securities validly tendered at or prior to 5:00 p.m., New York City time, on May 30, 2024 (the “Early Tender Date”) and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the Early Tender Payment.

4

 

The respective Reference Yields were determined at 10:00 a.m., New York City time, on May 31, 2024.

5

 

Payable per each $1,000 principal amount of each specified series of Securities validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase, inclusive of the applicable Early Tender Payment.

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. Tender offers are scheduled to expire at 5:00 pm, New York City time, on June 14, 2024. 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York City time, on June 14, 2024, because the aggregate principal amount of Securities validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeded the Aggregate Tender Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no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 consideration (the “Total Consideration”) to be paid per $1,000 principal amount of the Securities of each series validly tendered and accepted for purchase has been determined in the manner described in the Offer to Purchase by reference to the applicable “Fixed Spread” specified in the table above, plus the applicable Reference Yield specified in the table above. Holders of the Securities of each series that were validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will receive the Total Consideration, which is inclusive of an amount in cash equal to the amount set forth on the table above under the heading “Early Tender Payment” (the “Early Tender Payment”), plus accrued and unpaid interest on the Securities of each series from the applicable last interest payment date up to, but not including, the settlement date, payable on such settlement date. 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”).

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.

Jim Zeumer 404-978-6434 jim.zeumer@pultegroup.com

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