UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2012
KB HOME
(Exact name of registrant as specified in its charter)
| Delaware | 1-9195 | 95-3666267 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 10990 Wilshire Boulevard, Los Angeles, California | 90024 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (310) 231-4000
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On July 31, 2012, KB Home (the “Company”) issued $350,000,000 in aggregate principal amount of its 7.5% Senior Notes due 2022 (the “Notes”). The Company filed a prospectus supplement, dated July 24, 2012, under its Registration Statement on Form S-3ASR (No. 333-176930) with respect to the offering of the Notes. Exhibits are filed herewith in connection with the issuance of the Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated July 24, 2012, regarding $350,000,000 of the Company’s 7.5% Senior Notes due 2022. | |
| 4.28 | Form of 7.5% Senior Note due 2022. | |
| 4.29 | Officers’ Certificate and Guarantors’ Officers’ Certificate dated July 31, 2012, establishing the form and terms of the Notes. | |
| 5.5 | Opinion of Munger, Tolles & Olson LLP. | |
| 5.6 | Opinion of Parsons Behle & Latimer. | |
| 23.4 | Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.5). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 31, 2012
| KB Home | ||
| By: | /s/ BRIAN J. WORAM | |
| Brian J. Woram | ||
| Executive Vice President, General Counsel and Secretary | ||
| Registered In-House Counsel | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated July 24, 2012, regarding $350,000,000 of the Company’s 7.5% Senior Notes due 2022. | |
| 4.28 | Form of 7.5% Senior Note due 2022. | |
| 4.29 | Officers’ Certificate and Guarantors’ Officers’ Certificate dated July 31, 2012, establishing the form and terms of the Notes. | |
| 5.5 | Opinion of Munger, Tolles & Olson LLP. | |
| 5.6 | Opinion of Parsons Behle & Latimer. | |
| 23.4 | Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.5). | |