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): August 14, 2017


PULTEGROUP, INC.
(Exact name of registrant as specified in its Charter)

Michigan
1-9804
38-2766606
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


3350 Peachtree Road NE, Suite 150, Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code (404) 978-6400


____________________________________________________
(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 August 14, 2017, Pulte Mortgage LLC (“Pulte Mortgage”), a wholly-owned subsidiary of PulteGroup, Inc., entered into the Fifth Amendment (the “Amendment”) to its Amended and Restated Master Repurchase Agreement ("Repurchase Agreement") with Comerica Bank, as Agent and representative of itself as a Buyer and the other Buyers ("Agent"), and the other Buyers listed therein.

The Amendment extends the Termination Date to August 13, 2018, and adjusts the Maximum Aggregate Commitment to the following amounts:

$300 million from August 14, 2017 through and including December 25, 2017
$475 million from December 26, 2017 through and including January 11, 2018 (with a $50 million uncommitted accordion feature to allow for a temporary increase up to $525 million)
$250 million from January 12, 2018 through and including April 17, 2018
$350 million from April 18, 2018 through and including June 25, 2018
$400 million from June 26, 2018 through maturity

Additionally, the Adjusted Tangible Net Worth requirement is increased to $70 million, and the Liquidity requirement is increased to $40 million.

A copy of the Amendment is attached as Exhibit 10.1 hereto and is herein incorporated by reference. The above referenced summary of the material terms of the Repurchase Agreement is qualified in its entirety by reference to Exhibit 10.1.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)         Exhibits

10.1 Fifth Amendment to Amended and Restated Master Repurchase Agreement dated August 14, 2017.







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:
August 15, 2017
 
By:
/s/ Todd N. Sheldon
 
 
 
 
Name:
Todd N. Sheldon
 
 
 
 
Title:
Executive Vice President, Chief Legal Officer, and Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 







FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “ Amendment” ), dated as of August 14, 2017, is made and entered into among PULTE MORTGAGE LLC (the “ Seller ”), COMERICA BANK (“ Comerica ”), as agent (in such capacity, the “ Agent” ) and a Buyer, and the other financial institutions from time to time signatories thereto (the “ Buyers ”).
RECITALS:
A.    The Agent, the Seller and the Buyers are parties to that certain Amended and Restated Master Repurchase Agreement dated as of September 4, 2015 (as amended or otherwise modified from time to time, the “Repurchase Agreement” ).
B.    The Agent, the Seller and the Buyers now desire to further amend certain provisions of the Repurchase Agreement as set forth herein.
AGREEMENT:
In consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, all parties hereto agree as follows:
1. Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.
2. The Seller has requested that certain changes to the Maximum Aggregate Commitment from time to time under the Repurchase Agreement be made. In connection therewith, Schedule BC of the Repurchase Agreement is amended and restated by Schedule BC attached hereto.

3. The definition of “Termination Date” in Section 1.2 of the Repurchase Agreement is amended and restated in its entirety as follows:
“‘Termination Date’ means (a) the earlier to occur of August 13, 2018 or (b) the date when the Buyer’s Commitments are terminated pursuant to this Agreement, by order of any Governmental Authority or by operation of law.”
4. Section 2.6(b) of the Repurchase Agreement is amended by replacing the reference to “$350,000,000” with a reference to “$525,000,000.”

5. Section 16.18(a) of the Repurchase Agreement is amended and restated to read in its entirety as follows:
“(a)      Adjusted Tangible Net Worth. Maintain at all times, Seller’s Adjusted Tangible Net Worth in an amount no less than $70,000,000.”
6. Section 16.18(c) of the Repurchase Agreement is amended and restated to read in its entirety as follows:
“(c)      Liquidity. Maintain at all times, Liquidity of not less than $40,000,000.”





7. Reassertion of Representations and Warranties, No Default . The Seller hereby represents and warrants that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Repurchase Agreement are true, correct and complete in all material respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Repurchase Agreement, and (b) no Default or Event of Default has occurred and is continuing.

8. Authority, No Conflict, No Consent Required . The Seller represents and warrants that the Seller has the limited liability company power and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment by proper limited liability company action and none of the agreements contained herein contravene or constitute a default under any material agreement, instrument or indenture to which the Seller is a party or a signatory or any provision of the Seller’s Articles of Organization, Operating Agreement or any requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Seller or any of its property except, if any, in favor of the Buyers. The Seller represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Seller of this Amendment or the performance of obligations of the Seller herein described, except for those which the Seller has obtained or provided and as to which the Seller has delivered certified copies of documents evidencing each such action to the Buyers.

9. No Adverse Claim . The Seller hereby warrants, acknowledges and agrees that no events have taken place and no circumstances exist at the date hereof which would give the Seller a basis to assert a defense, offset or counterclaim to any claim of the Agent or the Buyers with respect to the Seller’s obligations under the Repurchase Agreement as amended by this Amendment.

10. Conditions Precedent . This Amendment shall become effective (the “Amendment Effective Date”) according to the terms and as of the date hereof, upon satisfaction of the following conditions:
(a)
Receipt by the Agent of this Amendment duly executed by the Seller, the Agent and the Buyers.
(b)
Agent shall have received fully executed Affidavits Regarding Out-Of-State Execution by the Borrower, Agent and Branch Banking and Trust Company.

11. Ratifications . The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Repurchase Agreement and the other Repurchase Documents and except as expressly modified and superseded by this Amendment, the terms and provisions of the Repurchase Agreement and each other Repurchase Document are ratified and confirmed and shall continue in full force and effect.

12. Survival . The representations and warranties made by the Seller in this Amendment shall survive the execution and delivery of this Amendment.

13. Reference to Repurchase Agreement . Each of the Repurchase Documents, including the Repurchase Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Repurchase Agreement as amended hereby, are hereby amended so that any reference in such Repurchase Documents to the Repurchase Agreement shall mean a reference to the Repurchase Agreement as amended and modified hereby.

14. Applicable Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan as applicable to the Repurchase Agreement.





15. Successors and Assigns . This Amendment is binding upon and shall inure to the benefit of the Agent, the Buyers, the Seller and their respective successors and assigns, except that the Seller may not assign or transfer any of its rights or obligations hereunder without the prior written consent of each of the Buyers.

16. Counterparts . This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

17. Headings . The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

18. ENTIRE AGREEMENT . THIS AMENDMENT AND THE OTHER REPURCHASE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


[ Remainder of This Page Intentionally Left Blank ]







In witness whereof the parties have caused this Amendment to be executed as of the date first written above.
PULTE MORTGAGE LLC ,
as Seller and Servicer


By: \s\ Scott E. Harris     
Name: Scott E. Harris     
Title: SVP/CFO     







COMERICA BANK , as Agent, Lead Arranger and a Buyer


By: \s\ Jennifer L. Norris             
Name: Jennifer L. Norris
Title: Senior Vice President







BMO HARRIS BANK N.A.


By: \s\ Michael Lenardi             
Name: Michael Lenardi             
Title: Vice President                 








BRANCH BANKING AND TRUST COMPANY


By: \s\ Samuel W. Bryan             
Name: Samuel W. Bryan             
Title: SVP                     







SCHEDULE BC
TO Master Repurchase Agreement
The Buyers’ Committed Sums
(in dollars)
From August 14, 2017 through and including December 25, 2017
Buyer
Committed Sum
Comerica Bank
$100,002,000
BMO Harris Bank N.A.
$99,999,000
Branch Banking and Trust Company
$99,999,000
Maximum Aggregate Commitment
$300,000,000

From December 26, 2017 through and including January 11, 2018
Buyer
Committed Sum
Comerica Bank
$158,336,500
BMO Harris Bank N.A.
$158,331,750
Branch Banking and Trust Company
$158,331,750
Maximum Aggregate Commitment
$475,000,000

From January 12, 2018 through and including April 17, 2018
Buyer
Committed Sum
Comerica Bank
$83,335,000
BMO Harris Bank N.A.
$83,332,500
Branch Banking and Trust Company
$83,332,500
Maximum Aggregate Commitment
$250,000,000

April 18, 2018 through and including June 25, 2018
Buyer
Committed Sum
Comerica Bank
$116,669,000
BMO Harris Bank N.A.
$116,665,500
Branch Banking and Trust Company
$116,665,500
Maximum Aggregate Commitment
$350,000,000

June 26, 2018 through maturity
Buyer
Committed Sum
Comerica Bank
$133,336,000
BMO Harris Bank N.A.
$133,332,000
Branch Banking and Trust Company
$133,332,000
Maximum Aggregate Commitment
$400,000,000