KB Home (NYSE: KBH), one of the nation’s largest and most recognized homebuilders, today announced the commencement of cash tender offers (the “Tender Offers”) for (1) any and all of its outstanding 5¾% Senior Notes due 2014 (the “2014 Notes”), (2) any and all of its outstanding 5⅞% Senior Notes due 2015 (the “5⅞% Notes”), and (3) up to $37,000,000 in aggregate principal amount (the “Maximum 6¼% Notes Amount”) of its outstanding 6¼% Senior Notes due 2015 (the “6¼% Notes”, and together with the 2014 Notes and the 5⅞% Notes, the “Notes”).
The Tender Offers are being made upon the terms and subject to the conditions described in the Offer to Purchase dated October 15, 2013 (the “Offer to Purchase”) and the related Letter of Transmittal and any amendments or supplements thereto.
The Tender Offers will expire at 11:59 p.m., New York City time, on November 12, 2013, unless extended or earlier terminated by KB Home (such date and time, as they may be extended with respect to any one or more of the Tender Offers, the “Expiration Date”). Tendered Notes may be withdrawn from the applicable Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on October 28, 2013, unless extended or earlier terminated by KB Home.
|Dollars per $1,000 Principal Amount of Securities|
|Title of Security||CUSIP Number||Principal Amount Outstanding||Tender Offer Consideration||Early Tender Premium||Total Consideration (a)||Acceptance Cap|
|2014 Note Tender Offer|
|5¾% Senior Notes due 2014||48666KAH2||$75,970,000||$983.85||$30.00||$1,013.85||Not Applicable|
|2015 Note Tender Offers|
|5⅞% Senior Notes due 2015||48666KAL3||$102,172,000||$1,035.95||$30.00||$1,065.95||Not Applicable|
|6¼% Senior Notes due 2015||48666KAM1||$236,906,000||$1,045.00||$30.00||$1,075.00||$37,000,000|
The consideration for each $1,000 principal amount of each applicable series of Notes validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be the consideration set forth in the table above under “Tender Offer Consideration” for such Notes. Holders of Notes that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on October 28, 2013, unless extended or earlier terminated by KB Home (such date and time, as they may be extended with respect to any one or more of the Tender Offers, the “Early Tender Date”), will receive the Tender Offer Consideration plus the amount set forth in the table above under “Early Tender Premium” for such Notes, subject to the terms and conditions of the applicable Tender Offer, including the proration procedures set forth in the Offer to Purchase. Holders of Notes that are validly tendered after the applicable Early Tender Date, but at or prior to the applicable Expiration Date, and accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Tender Offer Consideration, but not the applicable Early Tender Premium, for such Notes, subject to the terms and conditions of the applicable Tender Offer, including the proration procedures set forth in the Offer to Purchase. In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all holders of Notes accepted for purchase pursuant to the applicable Tender Offer will also receive accrued and unpaid interest on those Notes from the last interest payment date to, but not including, the “early settlement date” or the “final settlement date”, as applicable. KB Home anticipates that the “early settlement date” for each series of Notes will occur on or about October 29, 2013 and that the “final settlement date” for each series of Notes will occur on or about November 13, 2013. As soon as the “early settlement date”, KB Home may elect, but is not obligated, to redeem all of the 2014 Notes and/or 5⅞% Notes that remain outstanding as of the “early settlement date” at a “make-whole” price pursuant to each note.
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