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COMMERCIAL REAL ESTATE
From the RealEstateJournal Archives

KB Home Aims to Buy Time
To File Its Quarterly Earnings

by Michael Corkery
From The Wall Street Journal Online
October 27, 2006

KB Home is offering to make a cash payment to bondholders in exchange for additional time to file its fiscal third-quarter earnings report, which has been delayed while the company continues an internal review of past stock-option grants.

The Los Angeles home builder said yesterday that it is "soliciting consents" from the holders of $1.65 billion in senior notes to approve a change in the agreement terms, giving the company until February to file its fiscal third-quarter financial report, called a 10-Q, with the Securities and Exchange Commission.

The report covers the quarter ended Aug. 31. If bondholders agree to the change, KB Home is offering to pay them $7.50 for every $1,000 in principal to holders of its $1.65 billion in senior notes outstanding.

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KB Home Says SEC Will Probe Its Granting of Stock Options

On Oct. 10 KB Home said a preliminary internal review found that the company had likely incorrectly dated certain stock-option grants and that it may need to record additional compensation expenses to rectify the accounting. The Wall Street Journal reported in August that several past stock-option grants to KB Home Chief Executive Bruce Karatz were dated at unusually low points in the company's stock price.

KB Home's third-quarter 10-Q was due to be filed Oct. 10 and the company had an additional 15-day grace period to file, which expired yesterday. Late last week, KB Home said it had received a letter from a bondholder "purporting to be a notice of default" due to the delayed report. KB Home disputed that it was in default.

Robert Curran, a senior home-building analyst at Fitch Ratings, said offering a cash payment to bondholders in exchange for additional time to file financial reports wasn't unexpected. He adds that it appears the notice-of-default letter sent last week wasn't valid. Fitch Ratings yesterday placed KB Home on Rating Watch negative because of the company's inability to make a timely filing of its Form 10-Q.

The bondholder who sent the letter couldn't be reached for comment as KB Home wouldn't disclose the investor's name.

The company said yesterday that it intends to file its third-quarter 10-Q on or before Dec. 24. On this date, a "cure period," another type of grace period, ends, Mr. Curran said.

Separately, Standard & Poor's Ratings Services placed KB's corporate credit, senior unsecured, and senior subordinated debt ratings on CreditWatch with negative implications.

S&P said the move affected the $1.65 billion of senior notes and $750 million of senior subordinated notes. S&P said the timing and outcome of the independent review of KB Home's stock-option granting practices "remains uncertain and ultimately drives KB Home's ability to file its 10-Q" within the specified time.

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