UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 7, 2019
PULTEGROUP, INC.
(Exact name of Registrant as Specified in Charter)
Michigan | 1-9804 | 38-2766606 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3350 Peachtree Road NE, Suite 150, Atlanta, Georgia 30326
(Address of Principal Executive Offices) (Zip Code)
(404) 978-6400
Registrants telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On March 7, 2019, PulteGroup, Inc. (the Company) entered into the Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010 (the Original Rights Agreement), between the Company and Computershare Trust Company, N.A., as rights agent, as amended by that certain First Amendment to Amended and Restated Section 382 Rights Agreement, dated March 14, 2013 (the First Amendment) and that certain Second Amendment to Amended and Restated Section 382 Rights Agreement, dated March 10, 2016 (the Second Amendment and, together with the Original Rights Agreement and the First Amendment, the Section 382 Rights Agreement). The Third Amendment to the Section 382 Rights Agreement, which was unanimously approved by the Companys board of directors, extends the expiration date of the Section 382 Rights Agreement from June 1, 2019 to June 1, 2022 (subject to other earlier termination events, including if shareholder approval of the Third Amendment to the Section 382 Rights Agreement has not been obtained by June 1, 2019).
The Original Rights Agreement is described in and included as an exhibit to the Companys Current Report on Form 8-K filed March 23, 2010, the First Amendment is described in and included as an exhibit to the Companys Current Report on Form 8-K filed March 15, 2013 and the Second Amendment is described in and included as an exhibit to the Companys Current Report on Form 8-K filed March 10, 2016. The Third Amendment to the Section 382 Rights Agreement is filed as Exhibit 4.1 hereto and is incorporated by reference herein.
Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01. Entry into a Material Definitive Agreement of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
4.1 | Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PULTEGROUP, INC. | ||||||
Date: March 7, 2019 | By: | /s/ Todd N. Sheldon | ||||
Todd N. Sheldon | ||||||
Executive Vice President, | ||||||
General Counsel and | ||||||
Corporate Secretary |
Exhibit 4.1
THIRD AMENDMENT TO AMENDED AND RESTATED
SECTION 382 RIGHTS AGREEMENT
This Third Amendment, dated as of March 7, 2019 (this Amendment), to the Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, as amended by that certain First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013 and that certain Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016 (collectively, the Section 382 Rights Agreement), is made between PulteGroup, Inc., a Michigan corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Section 382 Rights Agreement.
WHEREAS, the Board of Directors of the Company (the Board) has determined it is in the best interests of the Company and its shareholders to revise Section 7(a) of the Section 382 Rights Agreement and to extend the expiration date of the Section 382 Rights Agreement, subject to the approval of the shareholders of the Company;
WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its shareholders to put the Section 382 Rights Agreement, as amended by this Amendment, to a binding vote at the Companys 2019 annual meeting; and
WHEREAS, pursuant to its authority under Section 27 of the Section 382 Rights Agreement, the Board has authorized and approved this Amendment to the Section 382 Rights Agreement as of the date hereof, and an appropriate officer of the Company has delivered a certificate to the Rights Agent in accordance with Section 27 of the Section 382 Rights Agreement.
NOW THEREFORE, in consideration of the premises and the mutual agreements set forth in this Amendment, the parties hereto hereby agree as follows:
1. The Company hereby directs the Rights Agent, in its capacity as Rights Agent and in accordance with Section 27 of the Section 382 Rights Agreement, to execute this Amendment.
2. Paragraph (a), clause (i) of Section 7 of the Section 382 Rights Agreement is hereby amended to read in its entirety as follows:
(i) the Close of Business on June 1, 2022 (the Final Expiration Date),
3. Paragraph (a), clause (vi) of Section 7 of the Section 382 Rights Agreement is hereby amended to read in its entirety as follows:
(vi) June 1, 2019 if Shareholder Approval has not been obtained by such date (the earliest of (i), (ii), (iii), (iv), (v) and (vi) being herein referred to as the Expiration Date).
4. This Amendment shall be deemed to be a contract made under the laws of the State of Michigan and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State, provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
5. This Amendment shall be deemed effective as of March 7, 2019. Except as otherwise amended hereby, the Section 382 Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.
6. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and both such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Amended and Restated Section 382 Rights Agreement to be duly executed and attested, all as of the day and year first above written.
Attest: | PULTEGROUP, INC. | |||||||||
By: | /s/ KellyMarie M. Conlon | By: | /s/ Todd N. Sheldon | |||||||
Name: KellyMarie M. Conlon | Name: | Todd N. Sheldon | ||||||||
Title: Senior Corporate Paralegal | Title: | Executive Vice President, General | ||||||||
Counsel and Corporate Secretary | ||||||||||
Attest: | COMPUTERSHARE TRUST COMPANY, N.A. | |||||||||
By: | /s/ Douglas Ives | By: | /s/ Katherine Anderson | |||||||
Name: Douglas Ives | Name: | Katherine Anderson | ||||||||
Title: Assistant Vice President | Title: | Vice President, Relationship Manager |
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