KB Home (NYSE: KBH), one of America’s largest homebuilders, today
announced the commencement of a cash tender offer for up to $250 million
in aggregate principal amount of its 6 3/8% Senior Notes Due 2011 (the
“2011 Notes”).
The tender offer is being made pursuant to an Offer to Purchase dated
July 23, 2009 and a related Letter of Transmittal which set forth a more
detailed description of the tender offer.
Upon the terms and subject to the conditions described in the Offer to
Purchase, the Letter of Transmittal and any amendments or supplements to
the foregoing, KB Home offers to purchase for cash up to $250 million in
aggregate principal amount (the “Maximum Tender Amount”) of its 2011
Notes. KB Home reserves the right to increase the Maximum Tender Amount
subject to compliance with applicable law.
This offer (the “Tender Offer”) will expire at 9:00 a.m., New York City
time, on August 20, 2009, unless extended or earlier terminated (the
“Expiration Date”).
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Dollars per $1,000 Principal
Amount of Securities
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Title of Security
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CUSIP
Number
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Principal
Amount
Outstanding
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Maximum
Tender
Amount
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Tender Offer
Consideration
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Early
Tender
Premium
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Total
Consideration (1)
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6 3/8% Senior Notes due 2011
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48666KAK5
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$350,000,000
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$250,000,000
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$980.00
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$30.00
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$1,010.00
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(1) The Total Consideration includes the Early Tender Premium and
is payable only to holders of 2011 Notes validly tendered (and not
validly withdrawn) on or prior to 5:00 p.m., New York City time,
on August 5, 2009 (the “Early Tender Date”), and accepted for
payment.
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KB Home’s obligation to accept for payment and to pay for the 2011 Notes
in the Tender Offer is subject to the satisfaction or waiver of a number
of conditions, including the completion by us of a public offering of
not less than $250 million in aggregate principal amount of unsecured
senior debt securities that closes no later than the Early Tender Date
on terms reasonably satisfactory to us. The Tender Offer is not
contingent upon the tender of any minimum principal amount of 2011
Notes. KB Home reserves the right to waive any one or more of the
conditions at any time.
The consideration for each $1,000 principal amount of 2011 Notes validly
tendered and accepted for purchase pursuant to the Tender Offer will be
the consideration set forth in the table above under “Tender Offer
Consideration.” Holders of 2011 Notes that are validly tendered at or
prior to the Early Tender Date and accepted for purchase will receive
the Tender Offer Consideration plus the amount set forth in the table
above under “Early Tender Premium.” Holders of 2011 Notes tendered after
the Early Tender Date but before the Expiration Date and accepted for
purchase will receive the Tender Offer Consideration, but not the Early
Tender Premium.
The “Settlement Date” will occur promptly after the Company accepts the
2011 Notes for purchase (the “Acceptance Date”). KB Home anticipates
that the Settlement Date will occur on the same business day as the
Acceptance Date.
Payments for 2011 Notes purchased will include accrued and unpaid
interest from and including the last interest payment date up to, but
not including, the Settlement Date.
If the aggregate principal amount of 2011 Notes validly tendered exceeds
the Maximum Tender Amount, the amount of 2011 Notes purchased will be
prorated based on the aggregate principal amount of 2011 Notes tendered,
rounded down to the nearest integral multiple of $1,000.
Tenders of the 2011 Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on August 5, 2009, but may not be withdrawn
thereafter.
KB Home has retained Citi to serve as dealer manager for the Tender
Offer. Global Bondholder Services Corporation has been retained to serve
as the depositary and information agent.
For additional information regarding the terms of the Tender Offer,
please contact Citi at (800) 558-3745 (toll free) or (212) 723-6106
(collect). Requests for documents and questions regarding the tender of
2011 Notes may be directed to Global Bondholder Services Corporation at
(866) 540-1500 (toll free) or (212) 430-3774 (collect).
The Offer to Purchase and the related Letter of Transmittal are expected
to be distributed to holders beginning today. Copies of the Offer to
Purchase and the Letter of Transmittal may also be obtained at no charge
from Global Bondholder Services Corporation.
None of KB Home, its board of directors, the depositary and information
agent, the dealer manager or the trustee with respect to the 2011 Notes
make any recommendation as to whether holders of the 2011 Notes should
tender or refrain from tendering all or any portion of the principal
amount of the 2011 Notes.
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell securities. The tender offer is 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 the Tender Offer to be made by a licensed broker or
dealer, the Tender Offer will be deemed to be made on behalf of KB Home
by the dealer manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Corporate Profile
KB Home, one of the nation’s leading homebuilders, has delivered
hundreds of thousands of quality homes for families since its founding
in 1957. The 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’s award-winning homes and
communities meet the needs of first-time homebuyers with flexible
designs that also appeal to move-up buyers and active adults. Los
Angeles-based KB Home was named the #1 homebuilder on FORTUNE ®
magazine’s 2009 “World’s Most Admired Companies” list. This marks the
second year in a row and the third time in the past four years that KB
Home has achieved the top ranking. 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 and business conditions; adverse market conditions that could
result in additional inventory impairments or abandonment charges and
operating losses, including an oversupply of unsold homes and declining
home prices, among other things; conditions in the capital and credit
markets (including consumer mortgage lending standards, the availability
of consumer mortgage financing and mortgage foreclosure rates); material
prices and availability; labor costs and availability; changes in
interest rates; inflation; our debt level; weak consumer confidence;
increases in competition; weather conditions, significant natural
disasters and other environmental factors; government actions and
regulations directed at or affecting the housing market, the
homebuilding industry, or construction activities; the availability and
cost of land in desirable areas; legal or regulatory proceedings or
claims; the ability and/or willingness of participants in our
unconsolidated joint ventures to fulfill their obligations; our ability
to access capital, including our capacity under our credit facility; our
ability to use the net deferred tax assets we have generated; our
ability to successfully implement our current and planned product
transition, geographic and market positioning and cost reduction
strategies; consumer interest in our new product designs; and other
events outside of our control. Please see our periodic reports and other
filings with the Securities and Exchange Commission for a further
discussion of these and other risks and uncertainties applicable to our
business.
KB Home
Kelly Masuda, Investor Relations
(310) 893-7434
or kmasuda@kbhome.com