PulteGroup Announces Results of Its Cash Tender Offers for up to $500 Million Aggregate Principal Amount of Outstanding Notes

Oct 21, 2010, 09:17 ET from PulteGroup, Inc.

BLOOMFIELD HILLS, Mich., Oct. 21 /PRNewswire-FirstCall/ -- PulteGroup, Inc. (NYSE: PHM) ("PulteGroup," the "Company" or "us") today announced that as of 12:00 midnight, New York City time, on October 20, 2010 (the "Expiration Date"), it had received tenders of Notes totaling approximately $600.84 million as set out in the table below:

Title of Securities and CUSIP Numbers


Acceptance Priority Level

Principal Amount Tendered

Principal Amount Accepted

Principal Amount Accepted (%)

Total Consideration

Tender Offer Consideration

Offer for Notes listed below: Any and All Offer

6.250% Notes due 2013 (CUSIP: 745867AN1) 5.125% Notes due 2013 (CUSIP: 152312AM6)

PulteGroup* Centex


$162,471,000 $104,749,000

$162,471,000 $104,749,000

72.14% 38.81%

$1,060.00 $1,047.50

$1,030.00 $1,017.50

Offer for Notes listed below: Maximum Tender Offer

5.250% Notes due 2014 (CUSIP: 745867AQ4) 5.700% Notes due 2014 (CUSIP: 152312AN4)

PulteGroup* Centex

1 1

$128,077,000 $31,329,000

$128,077,000 $31,329,000

27.60% 8.95%

$1,025.00 $1,047.50

$995.00 $1,017.50

Offer for Notes listed below: Dutch Auction Tender Offer

5.200% Notes due 2015 (CUSIP: 745867AS0) 5.250% Notes due 2015 (CUSIP: 152312AQ7)

PulteGroup* Centex



$118,440,000 $55,774,000

$47,838,000 $25,536,000

16.33% 5.67%

$990.00 $1,020.00

$960.00 $990.00

* At the time of issue of these Notes, the Company was known as Pulte Homes, Inc.

The total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn in the Any and All Offer, the Maximum Tender Offer and Dutch Auction Tender Offer payable to holders of Notes who have validly tendered and not validly withdrawn their Notes at or prior to 5:00 p.m., New York City time, on October 5, 2010 (the "Early Tender Date"), and whose Notes were accepted for purchase is specified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 $30.00 per $1,000 principal amount of Notes tendered (the "Early Tender Payment").  

Holders of Notes who tendered 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 and whose Notes were accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive the applicable Total Consideration less the Early Tender Payment (the "Tender Offer Consideration").

The aggregate principal amount of Notes validly tendered in the Dutch Auction Tender Offer (the "Dutch Auction Notes") at or below the clearing premium exceeded the $500 million tender cap remaining following the purchase of Notes pursuant to the Any and All Offer and the Maximum Tender Offer.  Accordingly, PulteGroup (i) first accepted all such Dutch Auction Notes validly tendered with a bid price that resulted in a bid premium less than the clearing premium and (ii) second accepted for payment such Dutch Auction Notes validly tendered with a bid price equal to the clearing premium (to the extent such acceptance would not result in repurchases in excess of the remaining $500 million tender cap) on a prorated basis using a single proration factor across both series of Dutch Auction Notes.  The proration factor was set at 59.82223% and the clearing premium was $25.00.

The Settlement Date for Notes tendered and accepted and not otherwise paid for is expected to be October 21, 2010.

The terms and conditions of the tender offers were described in the Offer to Purchase, dated September 22, 2010 (the "Offer to Purchase"), and the related Letter of Transmittal.

PulteGroup retained Barclays Capital Inc., BNP Paribas Securities Corp. and RBS Securities Inc. to act as dealer managers in connection with the tender offers.  D. F. King & Co., Inc. was retained to serve as the depositary and the information agent for the tender offers.

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," "project," "may," "can," "could," "might," "will" and similar expressions identify forward-looking statements, including statements related to 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: the possibility that the expected efficiencies and cost savings from the merger with Centex Corporation ("Centex") will not be realized, or will not be realized within the expected time period; the risk that the PulteGroup and Centex businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; interest rate changes and the availability of mortgage financing; continued volatility in, and potential further deterioration of, the debt and equity markets; competition within the industries in which PulteGroup operates; the availability and cost of land and other raw materials used by PulteGroup in its homebuilding operations; the availability and cost of insurance covering risks associated with PulteGroup's 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; the interpretation of tax, labor and environmental laws; changes in consumer confidence and preferences; legal or regulatory proceedings or claims; 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 PulteGroup's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and other public filings with the Securities and Exchange Commission (the "SEC") for a further discussion of these and other risks and uncertainties applicable to our businesses.

About PulteGroup

PulteGroup, Inc. (NYSE: PHM) based in Bloomfield Hills, Mich., is America's premier home building company with operations in 67 markets, 29 states and the District of Columbia. Celebrating its 60th anniversary in 2010, the Company has an unmatched capacity to meet the needs of all buyer segments through its brand portfolio that includes Pulte Homes, Centex Homes and Del Webb.  

For more information about PulteGroup, Inc. and PulteGroup brands, see www.pultegroup.com; www.pultehomes.com; www.centex.com; www.delwebb.com

SOURCE PulteGroup, Inc.