KB Home (NYSE: KBH), one of the nation’s premier homebuilders, today
announced that it has upsized its previously announced cash tender
offers for its 5⅞% Senior Notes due 2015 and 6¼% Senior Notes due 2015
(the “2015 Notes”), and has amended certain pricing and other terms of
its previously announced cash tender offers for its 5¾% Senior Notes due
2014 (the “2014 Notes”) and its 2015 Notes.
Under the terms of the upsized tender offers, KB Home is offering to
purchase for cash any and all of its 2014 Notes (the “2014 Note Tender
Offer”) and up to $240 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 “2015 Note
Tender Offers”). The applicable upsized tender offers represent an
increase of $90 million to the aggregate size of the 2015 Note 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
August 7, 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 $1,040 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 July 11, 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 is one of the largest and most recognized homebuilding companies
in the United States. Since its founding in 1957, the Company has built
more than half a million quality homes. KB Home's signature Built to
Order™ approach lets each buyer customize their new home from lot
location to floor plan and design features. In addition to meeting
strict ENERGY STAR® guidelines, all KB homes are highly energy efficient
to help lower monthly utility costs for homeowners, which the Company
demonstrates with its proprietary KB Home Energy Performance Guide®
(EPG®). A leader in utilizing state-of-the-art sustainable
building practices, KB Home was named the #1 Green Homebuilder in the
most recent study by Calvert Investments and the #1 Homebuilder on
FORTUNE magazine’s 2011 World's Most Admired Companies list. Los
Angeles-based KB Home was the first homebuilder listed on the New York
Stock Exchange, and trades under the ticker symbol “KBH.” For more
information about 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 land option contract
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 lenders and other 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 2010
Dodd-Frank Wall Street Reform and Consumer Protection 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; our ability to obtain reimbursement and/or recoveries for the
costs incurred in connection with resolving claims and undertaking
repairs related to allegedly defective drywall material in homes
previously delivered and other warranty-related obligations; legal or
regulatory proceedings or claims; 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, open new communities
for sales and sell higher-priced homes, and our increasing operational
and investment concentration in markets in California and Texas),
revenue growth, asset optimization, and overhead and other cost
reduction strategies and initiatives; consumer traffic to our new home
communities and consumer interest in our product designs; the manner in
which our homebuyers are offered and whether they are able to obtain
residential consumer mortgage loans and mortgage banking services,
including from our preferred mortgage lender, Nationstar; the
operational transition of our preferred mortgage lending relationship to
Nationstar and the performance of Nationstar with respect to that
relationship and in originating residential consumer mortgage loans for
our homebuyers; information technology failures and data security
breaches; the possibility that the proposed offer and sale of senior
notes to fund the purchase of the 2014 Notes and the 2015 Notes in the
applicable tender offers will not timely close, or at all; 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.
