KB Home Upsizes and Amends Pricing and Other Terms of Its Previously Announced Tender Offers
February 01 2012 - 6:14PM
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 5⅞%
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.
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