Kaufman & Broad in €1.2 Billion Sale to PAI

May 23, 2007

Cleary Gottlieb represents KB Home, Kaufman & Broad SA and its management in their agreements, announced on May 23, with PAI partners to sell a controlling interest in Kaufman & Broad for €55 per share, valuing the company at approximately €1.2 billion. PAI intends to offer to purchase all remaining shares at the same price per share promptly after acquiring the controlling block. The acquisition is expected to close in early July.

The acquisition is subject to antitrust clearance and to the closing of certain pre-closing transactions – in particular, the transfer to Kaufman & Broad of the trademarks currently owned and licensed by KB Home, the launch by Kaufman & Broad of a tender offer on its outstanding high yield notes coupled with a consent solicitation to remove restrictive covenants and a €4.83 per share distribution of an interim dividend in cash, which will be deducted from the €55 per share consideration for the acquisition – all of which require the approval of Kaufman & Broad’s board.

Kaufman & Broad is one of France’s leading developers and homebuilders. Its shares are listed on Eurolist by Euronext™ Paris. PAI is a leading European private equity firm with approximately €7 billion under management.