Title of Securities and CUSIP Numbers |
Issuer |
Principal |
Acceptance |
Total |
Early |
Tender |
|||||||
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
The Offers will expire at 12:00 midnight,
The “Settlement Date” shall promptly follow the Expiration Date and is
expected to be
Tenders of Notes may be validly withdrawn at any time at or prior to
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
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,
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),
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
About
Websites: www.pulte.com; www.delwebb.com; www.divosta.com
About
Website: www.centexhomes.com
NY1 7030569v.6
Source:
Pulte Homes, Inc.
Investors: Jim Zeumer
(248) 433-4502
email:
jim.zeumer@pulte.com