KB Home Announces Final Results of Its Tender Offers
February 16 2012 - 12:29PM
Business Wire
KB Home (NYSE: KBH), one of the nation’s premier homebuilders,
today announced the expiration and final results of its tender
offers to purchase up to $100 million in aggregate principal amount
(the “Maximum 2014 Amount”) of its 5¾% Senior Notes due 2014 (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 5⅞% Senior Notes due 2015
and 6¼% Senior Notes due 2015 on an equal-priority basis. The
tender offers were made pursuant to an Offer to Purchase dated
January 19, 2012 and a related Letter of Transmittal, each as
amended by a press release issued on February 1, 2012, which set
forth a more detailed description of the terms of the tender
offers.
As of 11:59 p.m., New York City time, on February 15, 2012, the
aggregate principal amount of 5¾% Senior Notes due 2014 (the “2014
Notes”) tendered was $56,304,000, and the aggregate principal
amount of 5⅞% Senior Notes due 2015 and 6¼% Senior Notes due 2015
(together, the “2015 Notes”) tendered was $170,038,000 and
$201,050,000, respectively. Because the aggregate principal amount
of 2015 Notes tendered exceeded the Maximum 2015 Amount, tendered
2015 Notes will be purchased on a pro rata basis. As a result, KB
Home accepted for purchase $56,304,000 in aggregate principal
amount of 2014 Notes, $129,993,000 in aggregate principal amount of
5⅞% Senior Notes due 2015, and $153,703,000 in aggregate principal
amount of 6¼% Senior Notes due 2015, with settlement expected
today. As previously announced, KB Home intends to apply the
net proceeds from its public offering of $350 million in aggregate
principal amount of 8.00% Senior Notes due 2020, which closed on
February 7, 2012, toward the payment of accepted 2014 Notes and
2015 Notes.
Holders whose 2014 Notes have been accepted for purchase will
receive $1,010 per $1,000 principal amount of notes. Holders whose
2015 Notes have been accepted for purchase and who tendered at or
prior to the “Early Tender Date” of 5:00 p.m., New York City time,
on January 31, 2012, will receive $1,000 per $1,000 principal
amount of notes, which includes the Early Tender Premium of $30 per
$1,000 principal amount. Holders whose 2015 Notes have been
accepted for purchase and who tendered after the Early Tender Date
will receive $970 per $1,000 principal amount of notes.
Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC served as dealer managers for the tender offers. Global
Bondholder Services Corporation served 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 securities may be directed to Global Bondholder
Services Corporation at (866) 540-1500 (toll free) or (212)
430-3774 (collect).
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; 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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