Attached files
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8-K - FORM 8-K - HOVNANIAN ENTERPRISES INC | c91350e8vk.htm |
EX-4.1 - EXHIBIT 4.1 - HOVNANIAN ENTERPRISES INC | c91350exv4w1.htm |
EX-10.5 - EXHIBIT 10.5 - HOVNANIAN ENTERPRISES INC | c91350exv10w5.htm |
EX-10.2 - EXHIBIT 10.2 - HOVNANIAN ENTERPRISES INC | c91350exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - HOVNANIAN ENTERPRISES INC | c91350exv10w3.htm |
EX-10.4 - EXHIBIT 10.4 - HOVNANIAN ENTERPRISES INC | c91350exv10w4.htm |
EX-10.1 - EXHIBIT 10.1 - HOVNANIAN ENTERPRISES INC | c91350exv10w1.htm |
Exhibit 99.1
HOVNANIAN ENTERPRISES, INC. | For Immediate Release |
Contact:
|
J. Larry Sorsby | Jeffrey T. OKeefe | ||
Executive Vice President & CFO | Director of Investor Relations | |||
732-747-7800 | 732-747-7800 |
HOVNANIAN ENTERPRISES, INC. ANNOUNCES CLOSING OF $785 MILLION SENIOR
SECURED NOTES OFFERING AND EXPIRATION AND FINAL RESULTS OF CASH TENDER
OFFERS AND RELATED CONSENT SOLICITATIONS FOR ITS SENIOR SECURED AND UNSECURED NOTES
SECURED NOTES OFFERING AND EXPIRATION AND FINAL RESULTS OF CASH TENDER
OFFERS AND RELATED CONSENT SOLICITATIONS FOR ITS SENIOR SECURED AND UNSECURED NOTES
New Secured Notes
RED BANK, NJ, October 20, 2009 Hovnanian Enterprises, Inc. (NYSE: HOV) (the Company) announced
the closing today of the private placement offering of $785.0 million of
105/8% Senior Secured Notes due 2016 (the New Secured Notes) issued by K.
Hovnanian Enterprises, Inc. (K. Hovnanian), a wholly owned subsidiary of the Company, and
guaranteed by the Company and substantially all of its subsidiaries. The New Secured Notes and the
guarantees thereof will be secured on a first-priority lien basis by substantially all the assets
owned by the Company and the guarantors, subject to permitted liens and certain exceptions. The
proceeds of the New Secured Notes offering were used, together with cash on hand, to fund the
Tender Offers discussed below. In connection with the New Secured Notes Offering, K. Hovnanian
terminated its revolving credit facility and entered into certain letter of credit facilities.
The New Secured Notes were offered in a private placement to qualified institutional buyers
pursuant to Rule 144A and outside the United States in compliance with Regulation S under the
Securities Act of 1933, as amended (the Securities Act).
The New Secured Notes have not been and will not be registered under the Securities Act, and may
not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements.
Tender Offers
The Company also announced the expiration and final results of K. Hovnanians tender offers to
purchase for cash (i) any and all of its outstanding 111/2% Senior Secured Notes due 2013 (the 2013
Secured Notes) (the 2013 Secured Notes Tender Offer), (ii) any and all of its outstanding 18%
Senior Secured Notes due 2017 (the 2017 Secured Notes and, together with the 2013 Secured Notes,
the Secured Notes) (the 2017 Secured Notes Tender Offer and, together with the 2013 Secured
Notes Tender Offer, the Secured Notes Tender Offers) and (iii) the maximum aggregate principal
amount of its outstanding 8% Senior Notes due 2012 (the 8% 2012 Notes), 61/2% Senior Notes due 2014
(the 61/2% 2014 Notes), 63/8% Senior Notes due 2014 (the 63/8% 2014 Notes), 61/4% Senior Notes due 2015
(the 61/4% 2015 Notes), 71/2% Senior Notes due 2016 (the 71/2% 2016 Notes) and 61/4% Senior Notes due
2016 (the 61/4% 2016 Notes and collectively with the 8% 2012 Notes, 61/2% 2014 Notes, 63/8% 2014 Notes,
61/4% 2015 Notes and 71/2% 2016 Notes, the Unsecured Notes, and, together with the Secured Notes, the
Notes) to be purchased for a maximum aggregate consideration, excluding accrued and unpaid
interest, of $100.0 million (the Unsecured Notes Tender Offer and, together with the Secured
Notes Tender Offers the Tender Offers). In connection with the 2013 Secured Notes Tender Offer
and the 2017 Secured Notes Tender Offer, K. Hovnanian solicited and, as previously announced,
received, consents (the Consent Solicitations) to amend certain provisions of the indentures
governing the Secured Notes.
Each Tender Offer expired at 12:00 midnight, New York City time, on October 19, 2009 (with respect
to each Tender Offer, the Expiration Date). Holders of Notes were required to have validly
tendered and not withdrawn their Notes on or prior to 5:00 p.m., New York City time, on October 2,
2009 (with respect to each Tender Offer, the Early Tender Date), in order to receive the Total
Consideration for their Notes. The Total Consideration includes an early tender consideration of
$50 for each $1,000 principal amount of Notes validly tendered on or before the Early Tender Date
and accepted in the applicable Tender Offer (with respect to each Tender Offer, the Early Tender
Consideration). Holders that validly tendered their Notes after the Early Tender Date and on or
prior to the Expiration Date received only the Tender Offer Consideration for such Notes, which is
equal to the Total Consideration for such Notes less the Early Tender Consideration. Holders of
Notes tendered and accepted in the Tender Offers also received accrued and unpaid interest from the
applicable last interest payment date to, but not including, the payment date for the Tender
Offers.
The table below shows the amount of Notes validly tendered and not validly withdrawn at the
Expiration Date.
Outstanding | Principal Amount | Percentage of | ||||||||||||||
Principal | Tendered as of | Outstanding | Acceptance Priority | |||||||||||||
Title of Security | Amount(1) | Expiration Date | Notes Tendered | Level | ||||||||||||
Secured Notes |
||||||||||||||||
111/2% Senior Secured Notes due 2013 |
$ | 600,000,000 | $ | 599,522,000 | 99.9 | % | N/A | |||||||||
18% Senior Secured Notes due 2017 |
$ | 29,299,000 | $ | 17,597,000 | 60.1 | % | N/A | |||||||||
Unsecured Notes |
||||||||||||||||
8% Senior Notes due 2012 |
$ | 43,500,000 | $ | 7,946,000 | 18.3 | % | 1 | |||||||||
61/2% Senior Notes due 2014 |
$ | 144,000,000 | $ | 57,101,000 | 39.7 | % | 2 | |||||||||
63/8% Senior Notes due 2014 |
$ | 114,300,000 | $ | 23,554,000 | 20.6 | % | 3 | |||||||||
61/4% Senior Notes due 2015 |
$ | 129,300,000 | $ | 36,632,000 | 28.3 | % | 4 | |||||||||
71/2% Senior Notes due 2016 |
$ | 172,500,000 | $ | 64,668,000 | 37.5 | % | 5 | |||||||||
61/4% Senior Notes due 2016 |
$ | 173,200,000 | $ | 73,588,000 | 42.5 | % | 6 |
(1) | As of July 31, 2009. |
Secured Notes Tender Offers and Related Consent Solicitations
K. Hovnanian accepted for purchase all $599,522,000 of the 2013 Secured Notes and all $17,597,000
of the 2017 Secured Notes that were validly tendered (and not withdrawn).
Based on the consents received in the Consent Solicitations, K. Hovnanian, the Company, the
guarantors and the applicable trustee under the indentures for the Secured Notes have entered into
supplemental indentures that among other things, (i) permit the incurrence of additional first lien
secured debt, (ii) eliminate the limitation on repurchase of certain debt (iii) amend the
definition of refinancing indebtedness (in the case of the 2017 Secured Notes) and (iv) permit the
incurrence of additional debtor-in-possession financing (in the case of the 2013 Secured Notes).
The supplemental indentures became effective today upon acceptance for payment of the Secured Notes
tendered pursuant to the Secured Notes Tender Offers.
Unsecured Notes Tender Offer
K. Hovnanian accepted for purchase all 8% 2012 Notes, 61/2% 2014 Notes, 63/8% 2014 Notes and 61/4% 2015
Notes and $198,000 71/2% 2016 Notes validly tendered (and not withdrawn). Because the Unsecured
Notes Tender Offer was oversubscribed, K. Hovnanian accepted Unsecured Notes tendered in accordance
with the Acceptance Priority Level as set forth in the table above, with Level 1 being the
highest priority. The amount of 71/2% 2016 Notes K. Hovnanian accepted was based on a proration
factor of 0.33%. None of the 61/4% 2016 Notes were accepted for payment in the Unsecured Notes
Tender Offer.
K. Hovnanian did not solicit any consents from the holders of Unsecured Notes.
The terms and conditions of the Tender Offers and Consent Solicitations are described in the Offer
to Purchase and Consent Solicitation Statement, dated September 21, 2009, as amended and
supplemented, and in the related
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Consent and Letter of Transmittal. Credit Suisse Securities (USA) LLC (Credit Suisse) served as
dealer manager for the Tender Offers and as solicitation agent for the Consent Solicitations, and
Bondholder Communications Group served as the information and tender agent.
This press release does not constitute an offer to purchase or a solicitation of any offer to sell,
the New Secured Notes or any other securities.
About Hovnanian Enterprises
Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank,
New Jersey. The Company is one of the nations largest homebuilders with operations in Arizona,
California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The
Companys homes are marketed and sold under the trade names K. Hovnanian®
Homes®, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes. As the developer of K.
Hovnanians® Four Seasons communities, the Company is also one of the nations largest
builders of active adult homes.
Forward-Looking Statements
All statements in this press release that are not historical facts should be considered as
forward-looking statements. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements expressed or implied by
the forward-looking statements. Such risks, uncertainties and other factors include, but are not
limited to, (1) changes in general and local economic and industry and business conditions, (2)
adverse weather conditions and natural disasters, (3) changes in market conditions and seasonality
of the Companys business, (4) changes in home prices and sales activity in the markets where the
Company builds homes, (5) government regulation, including regulations concerning development of
land, the home building, sales and customer financing processes, and the environment, (6)
fluctuations in interest rates and the availability of mortgage financing, (7) shortages in, and
price fluctuations of, raw materials and labor, (8) the availability and cost of suitable land and
improved lots, (9) levels of competition, (10) utility shortages and outages or rate fluctuations,
(11) levels of indebtedness and restrictions on the Companys operations and activities imposed
by the agreements governing the Companys outstanding indebtedness, (12) operations through joint
ventures with third parties, (13) product liability litigation and warranty claims, (14) successful
identification and integration of acquisitions, (15) significant influence of the Companys
controlling stockholders, (16) geopolitical risks, terrorist acts and other acts of war and (17)
other factors described in detail in the Companys Annual Report on Form 10-K for the year ended
October 31, 2008 and Quarterly Reports on Form 10-Q for the quarters ended January 31, 2009, April
30, 2009 and July 31, 2009. Except as otherwise required by applicable securities laws, we
undertake no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events, changed circumstances or any other reason.
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