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.
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Title of Securities and CUSIP Numbers
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Issuer
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Principal Amount Outstanding
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Acceptance Priority Level
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Total Consideration (1)
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Early Tender Payment (1)(2)
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Tender Offer Consideration (1)
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Offer for Notes listed below: Any and All Offer
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4.550% Notes due 2010 (CUSIP: 152312AP9)
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Centex
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$300,000,000
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N/A
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$1,020.00
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$30.00
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$990.00
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7.875% Notes due 2011 (CUSIP: 152312AG9)
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Centex
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$392,494,000
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N/A
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$1,070.00
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$30.00
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$1,040.00
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8.125% Notes due 2011 (CUSIP: 745867AH4)
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Pulte
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$200,000,000
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N/A
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$1,072.50
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$30.00
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$1,042.50
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7.875% Notes due 2011 (CUSIP: 745867AL5)
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Pulte
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$473,563,000
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N/A
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$1,077.50
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$30.00
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$1,047.50
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Offer for Notes listed below: Maximum Tender Offer
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7.500% Notes due 2012 (CUSIP: 152312AH7)
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Centex
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$324,325,000
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1
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$1,075.00
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$30.00
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$1,045.00
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5.450% Notes due 2012 (CUSIP: 152312AS3)
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Centex
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$295,000,000
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2
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$1,020.00
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$30.00
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$990.00
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5.125% Notes due 2013 (CUSIP: 152312AM6)
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Centex
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$300,000,000
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3
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$972.50
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$30.00
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$942.50
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5.700% Notes due 2014 (CUSIP: 152312AN4)
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Centex
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$350,000,000
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4
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$975.00
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$30.00
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$945.00
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5.250% Notes due 2015 (CUSIP: 152312AQ7)
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Centex
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$450,000,000
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4
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$932.50
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$30.00
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$902.50
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6.500% Notes due 2016 (CUSIP: 152312AT1)
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Centex
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$480,000,000
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4
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$970.00
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$30.00
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$940.00
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(1)
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Per $1,000 principal amount of Notes tendered and accepted for
purchase.
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(2)
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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).
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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
NY1 7030569v.6
Pulte Homes, Inc.
Investors: Jim Zeumer
(248) 433-4502
email:
jim.zeumer@pulte.com