PulteGroup Announces Cash Tender Offer For Up To $300 Million Aggregate Principal Amount of Certain of Its Outstanding Debt Securities - Seite 2

 

As of the date of the Offer to Purchase.

(2)

Holders will also receive accrued and unpaid interest from and including the applicable last interest payment with respect to the Notes accepted for purchase to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable.

(3)

Includes the Early Tender Premium.

The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated January 28, 2021 (the “Offer to Purchase”). PulteGroup intends to fund the Tender Offers, including accrued interest and fees and expenses payable in connection with the Tender Offers, with cash on hand.

Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on February 10, 2021 (such time and date, as it may be extended, the “Early Tender Time”) and accepted for purchase pursuant to the Tender Offers will receive the applicable Total Consideration set forth in the table above, which includes an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes tendering their Notes after the Early Tender Time will only be eligible to receive the applicable Tender Offer Consideration for such series of Notes set forth in the table above, which is the applicable Total Consideration minus the Early Tender Premium.

In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all holders of Notes accepted for purchase will receive accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable Settlement Date (as defined below) for such Notes.

Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on February 10, 2021 (the “Withdrawal Time”) and may not be validly withdrawn thereafter except as provided in the Offer to Purchase or applicable law.

The Tender Offers will expire at 11:59 p.m., New York City time, at the end of February 25, 2021, unless extended by PulteGroup in its sole discretion (the “Expiration Time”).

Provided that the conditions to the applicable Tender Offer have been satisfied or waived, and assuming acceptance for purchase by PulteGroup of the Notes validly tendered pursuant to the Tender Offers, (i) payment for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase in the Tender Offers will be made on the settlement date that is expected to be the second business day following the Early Tender Time, or as promptly as practicable thereafter (the “Early Settlement Date”) and (ii) payment for any Notes validly tendered after the Early Tender Time, but at or prior to the Expiration Time, and accepted for purchase in the Tender Offers will be made on the settlement date that is expected to be the second business day following the Expiration Time (the “Final Settlement Date” and, together with the related Early Settlement Date, the “Settlement Dates”).