News

08.10.09

Pulte Homes Announces Cash Tender Offers for up to $1,500,000,000 Aggregate Principal Amount of Certain of Its and Centex Corporation's Outstanding Notes

BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--Aug. 11, 2009-- 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.

Title of Securities and CUSIP Numbers  

 

 

Issuer

   

Principal
Amount
Outstanding

 

Acceptance
Priority
Level

 

Total
Consideration
(1)

 

Early
Tender
Payment
(1)(2)

 

Tender
Offer
Consideration
(1)

Offer for Notes listed below: Any and All Offer              
 

4.550% Notes due 2010 (CUSIP: 152312AP9)

Centex $300,000,000 N/A $1,020.00 $30.00 $990.00

7.875% Notes due 2011 (CUSIP: 152312AG9)

Centex $392,494,000 N/A $1,070.00 $30.00 $1,040.00

8.125% Notes due 2011 (CUSIP: 745867AH4)

Pulte $200,000,000 N/A $1,072.50 $30.00 $1,042.50

7.875% Notes due 2011 (CUSIP: 745867AL5)

Pulte $473,563,000 N/A $1,077.50 $30.00 $1,047.50
 

Offer for Notes listed below: Maximum Tender Offer

 

7.500% Notes due 2012 (CUSIP: 152312AH7)

Centex $324,325,000 1 $1,075.00 $30.00 $1,045.00

5.450% Notes due 2012 (CUSIP: 152312AS3)

Centex $295,000,000 2 $1,020.00 $30.00 $990.00

5.125% Notes due 2013 (CUSIP: 152312AM6)

Centex $300,000,000 3 $972.50 $30.00 $942.50

5.700% Notes due 2014 (CUSIP: 152312AN4)

Centex $350,000,000 4 $975.00 $30.00 $945.00

5.250% Notes due 2015 (CUSIP: 152312AQ7)

Centex $450,000,000 4 $932.50 $30.00 $902.50

6.500% Notes due 2016 (CUSIP: 152312AT1)

Centex $480,000,000 4 $970.00 $30.00 $940.00
 
(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 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 mater

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