KB Home (NYSE: KBH) today announced that it has commenced a
public offering of $300.0 million in aggregate principal amount of
senior notes due 2031. BofA Securities, Inc., Citigroup Global
Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc., Wells Fargo Securities, LLC, BNP Paribas
Securities Corp. and MUFG Securities Americas Inc. are acting as
book-running managers for this offering.
The senior notes will be guaranteed on an unsecured basis by
certain of KB Home’s subsidiaries that have guaranteed KB Home’s
outstanding senior notes. KB Home intends to use the net proceeds
from this offering together with cash on hand, as needed, to
purchase its 7.000% Senior Notes due 2021 tendered by holders and
accepted by KB Home in its previously announced cash tender offer
for such notes and, if it so elects at its option, the redemption
or purchase at any time, or the payment in full at maturity, of any
of the 7.000% Senior Notes due 2021 not purchased in the tender
offer. KB Home intends to use any remaining net proceeds from the
senior notes offering for general corporate purposes.
The senior notes offering is being made pursuant to an existing
shelf registration statement that KB Home previously filed with the
Securities and Exchange Commission (“SEC”). A copy of the
prospectus supplement and accompanying prospectus describing the
senior notes offering, when available, may be obtained by visiting
EDGAR on the SEC’s website at www.sec.gov or by contacting BofA
Securities at the following address: BofA Securities,
NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC
28255-0001, Attn: Prospectus Department, email:
dg.prospectus_requests@bofa.com, or BNP PARIBAS at the following
address: Attn: Syndicate Desk, 787 Seventh Avenue, New York, NY
10019, email: new.york.syndicate@bnpparibas.com or toll free at
1-800-854-5674, or Citigroup at the following address: c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, email: prospectusdept@citi.com or toll free at
1-800-831-9146, or Credit Suisse at the following address: Credit
Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933
Louis Stephens Drive, Morrisville, North Carolina 27560,
1-800-221-1037, usa.prospectus@credit-suisse.com, or Deutsche Bank
Securities at the following address: Attn: Prospectus Group, 60
Wall Street, New York, NY 10005, email: prospectus.cpdg@db.com or
toll free at 1-800-503-4611, or MUFG Securities Americas Inc. at
the following address: Attn: Capital Markets Group, 1221 Avenue of
the Americas, 6th Floor, New York, New York 10020 or toll free at
1-877-649-6848, or Wells Fargo Securities at the following address:
Attn: WFS Customer Service, 608 2nd Avenue South, Suite 1000,
Minneapolis, MN 55402, email: wfscustomerservice@wellsfargo.com or
toll free at 1-800-645-3751.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, including KB
Home’s 7.000% Senior Notes due 2021, a notice of redemption for any
securities, nor shall there be any sale of such securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The senior notes offering
is being made only by means of the prospectus supplement and the
accompanying prospectus. The tender offer is being made only by
means of the offer to purchase and accompanying notice of
guaranteed delivery.
About KB Home
KB Home is one of the largest and most recognized homebuilders
in the United States and has been building quality homes for over
60 years. Today, KB Home operates in 45 markets across eight
states, serving a wide array of buyer groups. What sets us apart is
how we give our customers the ability to personalize their homes
from homesites and floor plans to cabinets and countertops, at a
price that fits their budget. We are the first builder to make
every home we build ENERGY STAR® certified. In fact, we go beyond
the EPA requirements by ensuring every ENERGY STAR certified KB
home has been tested and verified by a third-party inspector to
meet the EPA’s strict certification standards, which help to lower
the cost of ownership and to make our new homes healthier and more
comfortable than new ones without certification. We also work with
our customers every step of the way, building strong personal
relationships so they have a real partner in the homebuying
process, and the experience is as simple and easy as possible.
Learn more about how we build homes built on relationships by
visiting kbhome.com.
Forward-Looking and Cautionary Statements
You are cautioned that certain statements contained or
incorporated or deemed to be incorporated by reference in this
prospectus supplement and the accompanying prospectus, as well as
some statements by us in periodic press releases and other public
disclosures and some oral statements by us to securities analysts,
stockholders and others during presentations, are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 (the “Act”). Statements that are predictive in
nature, that depend upon or refer to future events or conditions,
or that include words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “estimates,” “hopes,” and similar expressions
constitute forward-looking statements. In addition, any statements
that we may make or provide concerning future financial or
operating performance (including, without limitation, future
revenues, community count, homes delivered, net orders, selling
prices, sales pace per new community, expenses, expense ratios,
housing gross profits, housing gross profit margins, earnings or
earnings per share, or growth or growth rates), future market
conditions, future interest rates, and other economic conditions,
ongoing business strategies or prospects, future dividends and
changes in dividend levels, the value of our backlog (including
amounts that we expect to realize upon delivery of homes included
in our backlog and the timing of those deliveries), the value of
our net orders, potential future asset acquisitions and the impact
of completed acquisitions, future share issuances or repurchases,
future debt issuances, repurchases or redemptions and other
possible future actions are also forward-looking statements as
defined by the Act. Forward-looking statements are based on our
current expectations and projections about future events and are
subject to risks, uncertainties, and assumptions about our
operations, economic and market factors, and the homebuilding
industry, among other things. These statements are not guarantees
of future performance, and we have no specific policy or intention
to update these statements. In addition, forward-looking and other
statements contained or incorporated or deemed to be incorporated
by reference in this prospectus supplement and the accompanying
prospectus, as well as some statements by us in periodic press
releases and other public disclosures and some oral statements by
us to securities analysts, stockholders and others during
presentations, that express or contain opinions, views or
assumptions about market or economic conditions; the success,
performance, effectiveness and/or relative positioning of our
strategies, initiatives or operational activities; and other
matters, may be based in whole or in part on general observations
of our management, limited or anecdotal evidence and/or business or
industry experience without in-depth or any particular empirical
investigation, inquiry or analysis.
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, the following: general economic, employment and
business conditions; population growth, household formations and
demographic trends; conditions in the capital, credit and financial
markets; our ability to access external financing sources and raise
capital through the issuance of common stock, debt or other
securities, and/or project financing, on favorable terms; the
execution of any securities repurchases pursuant to our board of
directors’ authorization; material and trade costs and
availability, particularly lumber; consumer and producer price
inflation; changes in interest rates; our debt level, including our
ratio of debt to capital, and our ability to adjust our debt level
and maturity schedule; our compliance with the terms of our
revolving credit facility; volatility in the market price of our
common stock; home selling prices, including our homes’ selling
prices, increasing at a faster rate than consumer incomes; weak or
declining consumer confidence, either generally or specifically
with respect to purchasing homes; competition from other sellers of
new and resale homes; weather events, significant natural disasters
and other climate and environmental factors; any failure of
lawmakers to agree on a budget or appropriation legislation to fund
the federal government’s operations, and financial markets’ and
businesses’ reactions to any such failure; government actions,
policies, programs and regulations directed at or affecting the
housing market (including the Coronavirus Aid, Relief, and Economic
Security Act, relief provisions for outstanding mortgage loans and
any extensions or broadening thereof, the tax benefits associated
with purchasing and owning a home, and the standards, fees and size
limits applicable to the purchase or insuring of mortgage loans by
government-sponsored enterprises and government agencies), the
homebuilding industry, or construction activities; changes in
existing tax laws or enacted corporate income tax rates, including
those resulting from regulatory guidance and interpretations issued
with respect thereto; changes in U.S. trade policies, including the
imposition of tariffs and duties on homebuilding materials and
products, and related trade disputes with and retaliatory measures
taken by other countries; the adoption of new or amended financial
accounting standards and the guidance and/or interpretations with
respect thereto; the availability and cost of land in desirable
areas and our ability to timely develop acquired land parcels and
open new home communities; our warranty claims experience with
respect to homes previously delivered and actual warranty costs
incurred; costs and/or charges arising from regulatory compliance
requirements or from legal, arbitral or regulatory proceedings,
investigations, claims or settlements, including unfavorable
outcomes in any such matters resulting in actual or potential
monetary damage awards, penalties, fines or other direct or
indirect payments, or injunctions, consent decrees or other
voluntary or involuntary restrictions or adjustments to our
business operations or practices that are beyond our current
expectations and/or accruals; our ability to use/realize the net
deferred tax assets we have generated; our ability to successfully
implement our current and planned strategies and initiatives
related to our product, geographic and market positioning, gaining
share and scale in our served markets and in entering into new
markets; our operational and investment concentration in markets in
California; consumer interest in our new home communities and
products, particularly from first-time homebuyers and higher-income
consumers; our ability to generate orders and convert our backlog
of orders to home deliveries and revenues, particularly in key
markets in California; our ability to successfully implement our
business strategies and achieve any associated financial and
operational targets and objectives, including those discussed in
any of our public filings, presentations or disclosures; income tax
expense volatility associated with stock-based compensation; the
ability of our homebuyers to obtain residential mortgage loans and
mortgage banking services; the performance of mortgage lenders to
our homebuyers; the performance of KBHS Home Loans, LLC, our
mortgage banking joint venture with Stearns Lending, LLC;
information technology failures and data security breaches; an
epidemic or pandemic (such as the outbreak and worldwide spread of
2019 coronavirus disease (“COVID-19”)), and the control response
measures that international, federal, state and local governments,
agencies, law enforcement and/or health authorities implement to
address it, which may (as with COVID-19) precipitate or exacerbate
one or more of the above-mentioned and/or other risks, and
significantly disrupt or prevent us from operating our business in
the ordinary course for an extended period; widespread protests and
civil unrest, whether due to political events, efforts to institute
law enforcement and other social and political reforms, and the
impacts of implementing or failing to implement any such reforms,
or otherwise; and other events outside of our control. See our
Annual Report on Form 10-K for the fiscal year ended November 30,
2020, our subsequent quarterly report on Form 10-Q and our other
filings with the SEC for a further discussion of these and other
risks and uncertainties applicable to our business.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210525005649/en/
Jill Peters, Investor Relations Contact (310) 893-7456 or
investorrelations@kbhome.com
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