PulteGroup Announces Cash Tender Offers For Up To $1B Aggregate Principal Amount Of Certain Outstanding Notes
PulteGroup (NYSE: PHM) today announced the commencement of cash tender offers to purchase up to $1,000,000,000 aggregate principal amount (the "Tender Cap") of two series of notes issued by PulteGroup and four series of notes issued by Centex Corporation, a wholly-owned subsidiary of PulteGroup ("Centex") 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 5.250% Notes due 2015, 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 Principal Amount Outstanding Acceptance Priority Level Tender
Consideration (1) Early Tender
Consideration (1) Offer for Notes listed below: Any and All Offer
5.125% Notes due 2013 (CUSIP: 152312AM6)
5.250% Notes due 2014 (CUSIP: 745867AQ4)
5.700% Notes due 2014 (CUSIP: 152312AN4)
5.200% Notes due 2015 (CUSIP: 745867AS0) Centex
Offer for Notes listed below: Maximum Tender Offer
5.250% Notes due 2015 (CUSIP: 152312AQ7)
6.500% Notes due 2016 (CUSIP: 152312AT1) Centex
* At the time of issue of these Notes, the Company was known as Pulte Homes, Inc. (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The total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn in the Offers payable to holders of Notes who have validly tendered and not validly withdrawn their Notes at or prior to 5:00 p.m., New York City time, on November 6, 2012 (the "Early Tender Date"), and whose Notes are accepted for purchase is specified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 $30.00 per $1,000 principal amount of Notes tendered (the "Early Tender Payment"). Holders of Notes 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, at the end of November 21, 2012, unless extended (the "Expiration Date").
The "Final Settlement Date" shall promptly follow the Expiration Date and is expected to be November 23, 2012.
Tenders of Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 6, 2012 (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 all 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 (the "Early Settlement Date" and together with the Final Settlement Date, the "Settlement Dates"), and payment for such Notes will be made thereafter. If the Company so elects, the Early Settlement Date is expected to be November 8, 2012, two business days after the Withdrawal Date.
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