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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 5, 2009
HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
1-8551 (Commission File Number) |
22-1851059 (I.R.S. Employer Identification No.) |
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
(Address of Principal Executive Offices) (Zip Code)
P.O. Box 500
Red Bank, New Jersey 07701
(Address of Principal Executive Offices) (Zip Code)
(732) 747-7800
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
(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 (see General
Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 8.01. Other Events | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
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| Item 8.01. | Other Events. |
On October 5, 2009, Hovnanian Enterprises, Inc. (“Hovnanian”) issued a press release
announcing that in connection with the previously announced tender offers and consent solicitations
(“Tender Offers”) by K. Hovnanian Enterprises, Inc., its wholly owned subsidiary (“K. Hovnanian”),
the early tender period in respect of each of the Tender Offers expired at 5:00 p.m., New York City
time, on October 2, 2009, and K. Hovnanian received the requisite consents (coupled with tenders)
from a majority of each of its outstanding 111/2% Senior Secured Notes due 2013 and 18% Senior
Secured Notes due 2017 to adopt the proposed amendments to the indentures under which such notes
were issued. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On October 5, 2009, Hovnanian also issued a press release announcing that K. Hovnanian plans
to issue an aggregate principal amount of up to $775 million of senior secured notes due 2016
(“Notes”) in a private placement (the “Notes Offering”). The Notes are to be guaranteed by
Hovnanian and certain of its subsidiaries and to be secured on a first-priority lien basis on
substantially all the assets owned by K. Hovnanian and the guarantors, subject to permitted liens
and certain exceptions. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
The Notes Offering is being made within the United States only to “qualified
institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States to non-U.S. investors. The Notes to be offered
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.
The information contained in this report does not constitute an offer to sell or the solicitation
of an offer to buy Notes in any jurisdiction in which such an offer or sale would be unlawful.
Hovnanian currently expects its consolidated cash balances to increase by approximately $80
million during its fourth quarter ending October 31, 2009 before being reduced by $34 million that
has been spent on debt repurchases during the fourth quarter to date, and before the reduction of
approximately $38 million that Hovnanian expects to spend to fund accrued interest on the Tender
Offers (which interest would otherwise have been due and payable in the following quarter).
All statements in this current report on Form 8-K 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 Hovnanian 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 Hovnanian’s business, (4) changes in home prices and sales activity
in the markets where Hovnanian 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) availability of financing to
Hovnanian in order to satisfy the financing condition for the Tender Offers, (11) utility shortages
and outages or rate fluctuations, (12) levels of indebtedness and restrictions on Hovnanian’s
operations and activities imposed by the agreements governing Hovnanian’s outstanding indebtedness,
(13) operations through joint ventures with third parties, (14) product liability litigation and
warranty claims, (15) successful identification and integration of acquisitions, (16) significant
influence of Hovnanian’s controlling stockholders, (17) geopolitical risks, terrorist acts and
other acts of war and (18) other factors described in detail in Hovnanian’s 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. In particular, Hovnanian typically records a
substantial number of home closing in the final month of its fourth quarter, so any significant
delays or cancellations in anticipated closings, due to changes in economic conditions, increased
difficulty in obtaining mortgage financing, inclement weather or other factors, could cause
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Hovnanian’s expectations as to cash balances to be materially incorrect. 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit 99.1
|
Press Release issued October 5, 2009 | |
Exhibit 99.2
|
Press Release issued October 5, 2009 |
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SIGNATURES
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.
| HOVNANIAN ENTERPRISES, INC. (Registrant) |
||||
| By: | /s/ J. Larry Sorsby | |||
| Name: | J. Larry Sorsby | |||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
Date: October 5, 2009
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INDEX TO EXHIBITS
| Exhibit Number | Exhibit | |
Exhibit 99.1
|
Press Release issued October 5, 2009 | |
Exhibit 99.2
|
Press Release issued October 5, 2009 |
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Exhibit 99.1
| HOVNANIAN ENTERPRISES, INC. | For Immediate Release | |||
Contact:
|
J. Larry Sorsby | Jeffrey T. O’Keefe | ||
| Executive Vice President & CFO | Director of Investor Relations | |||
| 732-747-7800 | 732-747-7800 | |||
HOVNANIAN ANNOUNCES COMPLETION OF EARLY TENDER PERIOD, RECEIPT OF REQUISITE
CONSENTS IN ITS TENDER OFFERS AND AMENDMENT TO THE TENDER OFFER IN RESPECT OF
UNSECURED NOTES
CONSENTS IN ITS TENDER OFFERS AND AMENDMENT TO THE TENDER OFFER IN RESPECT OF
UNSECURED NOTES
RED BANK, NJ, October 5, 2009 – Hovnanian Enterprises, Inc. (NYSE: HOV) (the “Company”) announced
today that in connection with the previously announced tender offers and consent solicitations (the
“Tender Offers” and “Consent Solicitations”) by its wholly owned subsidiary, K. Hovnanian
Enterprises, Inc. (“K. Hovnanian”), the early tender period in respect of each of the Tender Offers
expired at 5:00 p.m., New York City time, on October 2, 2009 (the “Early Tender Date”). Holders of
notes listed below (“Notes”) who validly tendered and did not validly withdraw their Notes on or
prior to the Early Tender Date, will, if their Notes are accepted for purchase, be entitled to
receive the applicable total consideration, which 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.
The following table shows the amount of Notes validly tendered and not validly withdrawn, by
series, at the Early Tender Date:
| Percentage of | ||||||||||||||||
| Outstanding Principal | Principal Amount Tendered as | Outstanding Notes | Acceptance Priority | |||||||||||||
| Title of Security | Amount(1) | of Early Tender Date | Tendered | Level | ||||||||||||
Secured Notes |
||||||||||||||||
111/2% Senior Secured Notes due 2013 |
$ | 600,000,000 | $ | 589,227,000 | 98.2 | % | 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 | $ | 7,826,000 | 18.0 | % | 1 | |||||||||
61/2% Senior Notes due 2014 |
$ | 144,000,000 | $ | 60,206,000 | 41.8 | % | 2 | |||||||||
63/8% Senior Notes due 2014 |
$ | 114,300,000 | $ | 26,054,000 | 22.8 | % | 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 | $ | 64,523,000 | 37.4 | % | 5 | |||||||||
61/4% Senior Notes due 2016 |
$ | 173,200,000 | $ | 75,129,000 | 43.4 | % | 6 | |||||||||
| (1) | As of July 31, 2009. |
As previously announced, K. Hovnanian will, subject to satisfaction of the Tender Offer conditions,
purchase for cash (i) any and all of its outstanding 2013 Secured Notes (the “2013 Secured Notes”)
(the “2013 Secured Notes Tender Offer”) and (ii) any and all of its outstanding 2017 Secured Notes
(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 will purchase 8% Senior Notes due 2012, 61/2% Senior Notes due
2014,
63/8% Senior Notes due 2014, 61/4% Senior Notes due 2015, 71/2% Senior Notes due 2016 and 61/4%
Senior Notes due 2016 (collectively, the “Unsecured Notes”), based on the acceptance priority
levels shown in the table above, up to an amount that will require K. Hovnanian to spend the
maximum aggregate payment amount (the “Maximum Payment Amount”) of $100.0 million (the “Unsecured
Notes Tender Offer,” as amended by the Supplement described below).
K. Hovnanian also announced that it has received consents (coupled with tenders) from holders of a
majority in principal amount of each series of its Secured Notes to adopt the proposed amendments
to the respective series of Secured Notes. It is expected that supplemental indentures effecting
the proposed amendments will be executed shortly but such proposed amendments will only become
operative simultaneously upon the acceptance for payment of all Secured Notes of such series that
are validly tendered (and not previously withdrawn). K. Hovnanian further announced that withdrawal rights in
the Secured Notes Tender Offers expired on the Early Tender Date.
In addition, K. Hovnanian announced that it is amending its Offer to Purchase and Consent
Solicitation Statement, dated September 21, 2009 (as previously amended and as it may be further
amended from time to time, the “Statement”) with respect to the Unsecured Notes Tender Offer only.
Pursuant to this amendment, K. Hovnanian is (i) decreasing the Maximum Payment Amount to $100.0
million from the previous amount of $130.0 million, which means that K. Hovnanian is offering to
purchase the maximum aggregate principal amount of properly tendered and accepted outstanding
Unsecured Notes that it may purchase for an aggregate consideration that is less than or equal to
the Maximum Payment Amount of $100.0 million and (ii) amending the time period for withdrawal
rights of holders of Unsecured Notes to three business days from the date of this amendment, which
will be 12:00 midnight, New York City time, on October 7, 2009.
Each Tender Offer will expire at 12:00 midnight, New York
City time, on October 19, 2009, unless extended or earlier terminated (with respect to each Tender
Offer, the “Expiration Date”). Holders of Notes who have not already tendered their Notes may do so
at any time on or prior to 12:00 midnight, New York City time, on October 19, 2009, but such
holders will only be eligible to receive the applicable tender offer consideration, which is an
amount, paid in cash, equal to the applicable total consideration less the applicable early tender
consideration, for their Notes.
K. Hovnanian has prepared a supplement (the “Supplement”) to the Statement with respect to the
amendments described above. The Tender Offers and Consent Solicitations relating to the Notes are
being made upon the terms and conditions set forth in the Statement and the related Consent and
Letter of Transmittal (as amended and supplemented, the “Letter of Transmittal,” and together with
the Statement, the “Offer Documents”). The terms and conditions of the Tender Offers and Consent
Solicitations, except as otherwise modified pursuant to the Supplement, remain the same. Further
details about the terms and conditions of the Tender Offers and Consent Solicitations are set forth
in the Offer Documents.
K. Hovnanian reserves the right, in its sole discretion, to further modify the terms of any of the
Tender Offers, or to waive or modify any one or more of the conditions thereto, in whole or in
part, at any time on or before the Expiration Date of such Tender Offer.
K. Hovnanian has retained Credit Suisse Securities (USA) LLC (“Credit Suisse”) to serve as dealer
manager for the Tender Offers and as solicitation agent for the Consent Solicitations, and
Bondholder Communications Group (“BCG”) to serve as the information and tender agent. Copies of
the Offer Documents, including the Supplement, may be obtained from BCG at (888) 385-2663 (toll
free). Questions regarding the Tender Offers and Consent Solicitations may be directed to Credit
Suisse at (800) 820-1653 (toll free) or (212) 538-1862 (collect).
This press release does not constitute an offer to purchase or a solicitation of any offer to sell
the Notes or any other securities. The Tender Offers and Consent Solicitations are being made
solely by the Offer Documents.
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 nation’s 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
Company’s 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.
Hovnanian’s® Four Seasons communities, the Company is also one of the nation’s 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
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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 Company’s 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)
availability of financing to the Company in order to satisfy the financing condition for the Tender
Offers, (11) utility shortages and outages or rate fluctuations, (12) levels of indebtedness and
restrictions on the Company’s operations and activities imposed by the agreements governing the
Company’s outstanding indebtedness, (13) operations through joint ventures with third parties, (14)
product liability litigation and warranty claims, (15) successful identification and integration of
acquisitions, (16) significant influence of the Company’s controlling stockholders, (17)
geopolitical risks, terrorist acts and other acts of war and (18) other factors described in detail
in the Company’s 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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Exhibit 99.2
HOVNANIAN ENTERPRISES, INC.
|
For Immediate Release | |||
Contact:
|
J. Larry Sorsby | Jeffrey T. O’Keefe | ||
| Executive Vice President & CFO | Director of Investor Relations | |||
| 732-747-7800 | 732-747-7800 |
K. HOVNANIAN ENTERPRISES, INC. ANNOUNCES NEW SENIOR SECURED NOTES OFFERING
RED BANK, NJ, October 5, 2009 – Hovnanian Enterprises, Inc. (NYSE: HOV) (the “Company”) announced
today that its wholly owned subsidiary, K. Hovnanian Enterprises, Inc. (“K. Hovnanian”), plans to
issue an aggregate principal amount of up to $775 million of senior secured notes due 2016 (the
“Notes”) in a private placement. In conjunction with the closing of the Notes offering, K.
Hovnanian expects to consummate its previously announced tender offers and consent solicitations
(the “Tender Offers”) for its outstanding senior secured notes and certain series of senior
unsecured notes and terminate its existing revolving credit facility and enter into certain letter
of credit agreements.
The Notes and the guarantees thereof by the Company and certain of its subsidiaries will be secured
on a first-priority lien basis on substantially all the assets owned by K. Hovnanian and the
guarantors, subject to permitted liens and certain exceptions.
K. Hovnanian intends to use the net proceeds from the offering of the Notes together with cash on
hand to fund the Tender Offers commenced pursuant to the Offer to Purchase and Consent Solicitation
Statement dated September 21, 2009, as amended, and to pay related fees and expenses. Any excess
proceeds will be used for additional debt repurchases from time to time and/or for general
corporate purposes.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”). The Notes may not be offered or sold within the United States or to U.S. persons, except to
“qualified institutional buyers” in reliance on the exemption from registration provided by Rule
144A and to certain persons in offshore transactions in reliance on Regulation S. You are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A. This announcement does not constitute an offer to sell
or the solicitation of an offer to buy Notes in any jurisdiction in which such an offer or sale
would be unlawful.
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 nation’s 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
Company’s 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.
Hovnanian’s® Four Seasons communities, the Company is also one of the nation’s 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 Company’s 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) availability of financing to the Company in order to satisfy the financing
condition for the Tender Offers, (11) utility shortages and outages or rate fluctuations, (12)
levels of indebtedness and restrictions on the Company’s operations and activities imposed by the
agreements governing the Company’s outstanding indebtedness, (13) operations through joint ventures
with third parties, (14) product liability litigation and warranty claims, (15) successful
identification and integration of acquisitions, (16) significant influence of the Company’s
controlling stockholders, (17) geopolitical risks, terrorist acts and other acts of war and (18)
other factors described in detail in the Company’s 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.
SOURCE Hovnanian Enterprises, Inc.
October 5, 2009
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