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Press release from Business Wire

KB Home Announces Cash Tender Offers for Senior Notes Due 2014 and 2015

Wednesday, July 11, 2012

KB Home Announces Cash Tender Offers for Senior Notes Due 2014 and 201516:41 EDT Wednesday, July 11, 2012 LOS ANGELES (Business Wire) -- KB Home (NYSE: KBH), one of the nation's premier homebuilders, today announced the commencement of cash tender offers for any and all of its 5¾% Senior Notes due 2014 (the “2014 Notes”), and up to $150 million in aggregate principal amount, less the amount of 2014 Notes accepted for purchase, of its 5⅞% Senior Notes due 2015 and 6¼% Senior Notes due 2015 (the “2015 Notes”). KB Home reserves the right to increase or waive the foregoing maximum tender offer amount for the 2015 Notes (the “2015 Maximum Tender Amount”) subject to compliance with applicable law. The tender offers (collectively, the “Tender Offers”) are being made upon the terms and subject to the conditions described in an Offer to Purchase dated July 11, 2012 and a 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 August 7, 2012, unless extended or earlier terminated (the “Expiration Date”).                 Dollars per $1,000 PrincipalAmount of Securities   Title of SecurityCUSIPNumberPrincipalAmountOutstandingAcceptancePriority LevelTender OfferConsideration   EarlyTenderPremium   TotalConsideration (a)2014 Note Tender Offer 5¾% Senior Notes due 2014 48666KAH2 $ 193,696,000 1 $ 1,010.00 $ 30.00 $ 1,040.00 2015 Note Tender Offers 5⅞% Senior Notes due 2015 48666KAL3 $ 170,007,000 2 $ 990.00 $ 30.00 $ 1,020.00 6¼% Senior Notes due 2015 48666KAM1 $ 296,297,000 2 $ 990.00 $ 30.00 $ 1,020.00 (a) The Total Consideration includes the Early Tender Premium and is payable only to holders of the 2014 Notes or the 2015 Notes, as the case may be, that are validly tendered (and not validly withdrawn) on or prior to 5:00 p.m., New York City time, on July 23, 2012 (the “Early Tender Date”), and accepted for purchase. KB Home's obligation to accept for purchase and to pay for the 2014 Notes or the 2015 Notes validly tendered in the applicable Tender Offer is subject to the satisfaction or waiver of a number of conditions, including its timely completion of a proposed offer and sale of unsecured senior debt securities on terms reasonably satisfactory to the Company. None of the Tender Offers is contingent upon the tender of any minimum amount of the 2014 Notes or the 2015 Notes, as applicable. KB Home reserves the right to waive any one or more of the conditions at any time; to keep any of the Tender Offers open or to extend the Early Tender Date (as defined in the table above) or the Expiration Date, as applicable, for any of the Tender Offers; or if any of the conditions are not satisfied, to terminate or otherwise amend any of the Tender Offers. The consideration for each $1,000 principal amount of the 2014 Notes or the 2015 Notes, as the case may be, 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 the applicable series. Holders of the 2014 Notes or the 2015 Notes, as the case may be, that are validly tendered on or prior to the applicable Early Tender Date and accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Tender Offer Consideration plus the amount set forth in the table above under “Early Tender Premium” for the applicable series. Holders of the 2014 Notes or the 2015 Notes, as the case may be, that are validly tendered after the applicable Early Tender Date, but on 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 the applicable series. If all of the conditions to the Tender Offers are satisfied or waived by KB Home, KB Home expects to accept the 2014 Notes or the 2015 Notes, as the case may be, for purchase pursuant to the applicable Tender Offer, and for the applicable “Settlement Date” to occur, promptly following the applicable Expiration Date. Payments for the 2014 Notes or the 2015 Notes purchased pursuant to the applicable Tender Offer will include accrued and unpaid interest from and including the last interest payment date up to, but not including, the applicable Settlement Date. If the aggregate principal amount of the 2014 Notes validly tendered equals or exceeds $150 million, no 2015 Notes will be accepted for purchase. If the aggregate principal amount of the 2014 Notes validly tendered is less than $150 million and the amount of the 2015 Notes validly tendered exceeds the 2015 Maximum Tender Amount, KB Home will accept for purchase 2015 Notes on a prorated basis, as described in the Offer to Purchase and the related Letter of Transmittal. Tenders of the 2014 Notes or the 2015 Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on July 23, 2012, but may not be withdrawn thereafter, unless the applicable withdrawal deadline is extended by the Company. 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 Notes or the 2015 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 managers or the trustee with respect to the 2014 Notes or the 2015 Notes makes any recommendation as to whether holders of the 2014 Notes or the 2015 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 impairment 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 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; 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 unsecured senior debt securities to fund the purchase of the 2014 Notes and the 2015 Notes in the applicable Tender Offers will not timely close, 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 for a further discussion of these and other risks and uncertainties applicable to our business. KB HomeKatoiya Marshall, Investor Relations(310) 893-7446 or kmarshall@kbhome.com