Published: February 01, 2012
KB Home Upsizes and Amends Pricing and Other Terms of Its Previously Announced Tender Offers
LOS ANGELES - (BUSINESS WIRE) - KB Home (NYSE: KBH), one of the nation's premier homebuilders, today
announced that it has upsized, and amended certain pricing and other
terms of, its previously announced cash tender offers for its 5¾% Senior
Notes due 2014 (the "2014 Notes" ) and for its 5â
% Senior Notes due 2015
and 6¼% Senior Notes due 2015 (the "2015 Notes" ).
Under the terms of the upsized tender offers, KB Home is offering to
purchase for cash up to $100 million in aggregate principal amount (the
"Maximum 2014 Amount" ) of its 2014 Notes (the "2014 Note Tender Offer" )
and up to $340 million, less any amount accepted in the 2014 Note Tender
Offer, in aggregate principal amount (the "Maximum 2015 Amount" ) of its
2015 Notes on an equal-priority basis. The applicable upsized tender
offers represent an overall increase of $90 million to the aggregate
size of the tender offers as previously announced. In addition, KB Home
has extended the early tender premium of $30.00 per $1,000 principal
amount of 2014 Notes to the applicable expiration date of 11:59 p.m.,
New York City time, on February 15, 2012. Including the tender premium,
holders whose 2014 Notes are validly tendered and accepted for purchase
on or before such expiration date will receive total consideration of
$1,010 per $1,000 principal amount of the notes. The early tender
premium for the 2015 Notes was not extended. The minimum size of the
previously announced financing condition has been increased such that
the tender offers are conditioned on KB Home's completion of the
proposed offer and sale of not less than $350 million in aggregate
principal amount of unsecured debt securities on terms reasonably
satisfactory to the Company.
All other terms of the tender offers previously announced are unchanged.
In particular, the applicable Expiration Dates and Acceptance Priority
Levels (as defined in the Offer to Purchase dated January 19, 2012 and
the related Letter of Transmittal) are unchanged.
KB Home has retained Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC to serve as dealer managers for the tender offers.
Global Bondholder Services Corporation has been retained to serve as the
depositary and information agent.
For additional information regarding the terms of the tender offers,
please contact Citigroup Global Markets Inc. at (800) 558-3745 (toll
free) or (212) 723-6106 (collect), or Credit Suisse Securities (USA) LLC
at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Requests for
documents and questions regarding the tender of the 2014/2015 Notes, as
the case may be, may be directed to Global Bondholder Services
Corporation at (866) 540-1500 (toll free) or (212) 430-3774 (collect).
None of KB Home, its board of directors, the depositary and information
agent, the dealer managers or the trustee with respect to the 2014 Notes
or 2015 Notes makes any recommendation as to whether holders of such
series of senior notes, as the case may be, should tender or refrain
from tendering all or any portion of the principal amount of such senior
notes.
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell securities. The tender offers are being
made solely by means of the Offer to Purchase and the related Letter of
Transmittal. In those jurisdictions where the securities, blue sky or
other laws require any tender offer to be made by a licensed broker or
dealer, such tender offer will be deemed to be made on behalf of KB Home
by the dealer managers or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
About KB Home
KB Home (NYSE: KBH), one of the nation's premier homebuilders, has
delivered over half a million quality homes for families since its
founding in 1957. The Los Angeles-based company is distinguished by its
Built to Order homebuilding approach that puts a custom home experience
within reach of its customers at an affordable price. KB Home has been
named the #1 Green Homebuilder in a study by Calvert Investments and the
#1 Homebuilder on FORTUNE magazine's 2011 World's Most Admired Companies
list. The Company trades under the ticker symbol "KBH" and was the first
homebuilder listed on the New York Stock Exchange. For more information
about any of KB Home's new home communities, call 888-KB-HOMES or visit www.kbhome.com.
Forward-Looking and Cautionary Statements
Certain matters discussed in this press release, including any
statements that are predictive in nature or concern future market and
economic conditions, business and prospects, our future financial and
operational performance, or our future actions and their expected
results are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on current expectations and projections about
future events and are not guarantees of future performance. We do not
have a specific policy or intent of updating or revising forward-looking
statements. Actual events and results may differ materially from those
expressed or forecasted in forward-looking statements due to a number of
factors. The most important risk factors that could cause our actual
performance and future events and actions to differ materially from such
forward-looking statements include, but are not limited to: general
economic, employment and business conditions; adverse market conditions
that could result in additional impairments or abandonment charges and
operating losses, including an oversupply of unsold homes, declining
home prices and increased foreclosure and short sale activity, among
other things; conditions in the capital and credit markets (including
residential consumer mortgage lending standards, the availability of
residential consumer mortgage financing and mortgage foreclosure rates);
material prices and availability; labor costs and availability; changes
in interest rates; inflation; our debt level, including our ratio of
debt to total capital, and our ability to adjust our debt level and
structure and to access the credit, capital or other financial markets
or other external financing sources; weak or declining consumer
confidence, either generally or specifically with respect to purchasing
homes; competition for home sales from other sellers of new and existing
homes, including sellers of homes obtained through foreclosures or short
sales; weather conditions, significant natural disasters and other
environmental factors; government actions, policies, programs and
regulations directed at or affecting the housing market (including, but
not limited to, the Dodd-Frank Act, tax credits, tax incentives and/or
subsidies for home purchases, tax deductions for residential consumer
mortgage interest payments and property taxes, tax exemptions for
profits on home sales, and programs intended to modify existing mortgage
loans and to prevent mortgage foreclosures), the homebuilding industry,
or construction activities; the availability and cost of land in
desirable areas; our warranty claims experience with respect to homes
previously delivered and actual warranty costs incurred; legal or
regulatory proceedings or claims; our ability to access capital; our
ability to use/realize the net deferred tax assets we have generated;
our ability to successfully implement our current and planned product,
geographic and market positioning (including, but not limited to, our
efforts to expand our inventory base/pipeline with desirable land
positions or interests at reasonable cost and to expand our community
count and open new communities, and our increasing operational and
investment concentration in markets in California and Texas), revenue
growth, and overhead and other cost reduction strategies; consumer
traffic to our new home communities and consumer interest in our product
designs, including The Open Series ; the impact of our former
unconsolidated mortgage banking joint venture ceasing to offer mortgage
banking services after June 30, 2011; the manner in which our homebuyers
are offered and obtain residential consumer mortgage loans and mortgage
banking services; information technology failures and data security
breaches; the possibility that the proposed offer and sale of unsecured
senior debt securities to fund the purchase of the 2014 Notes and the
2015 Notes in the applicable tender offers will not close timely or at
all; the possibility that any or all of the tender offers will be
undersubscribed; and other events outside of our control. Please see our
periodic reports and other filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K for the year ended
November 30, 2011, for a further discussion of these and other risks and
uncertainties applicable to our business.

KB Home
Katoiya Marshall, Investor Relations
(310) 893-7446
kmarshall@kbhome.com
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