MATAWAN, N.J., April 30, 2018 (GLOBE NEWSWIRE) -- Hovnanian Enterprises, Inc. (NYSE:HOV) announced today that its wholly-owned subsidiary, K. Hovnanian Enterprises, Inc., has amended certain terms of its previously announced private offer to exchange (the “Exchange Offer”) any and all of the Issuer’s $440.0 million outstanding 10.000% Senior Secured Notes due 2022 (the “Existing 2022 Notes”) and $400.0 million outstanding 10.500% Senior Secured Notes due 2024 (the “Existing 2024 Notes,” and together with the Existing 2022 Notes, the “Existing Notes”) for the Issuer’s newly issued 3.0% Senior Notes due 2047 (the “New Notes”) and concurrent solicitation of consents with respect to the Existing 2022 Notes (the “Existing 2022 Notes Consent Solicitation”).
The amendments extend each of (i) the deadline for tendering Existing Notes (and, if applicable, delivering consents) in order to receive the exchange consideration of $1,400 principal amount of New Notes for each $1,000 principal amount of Existing Notes validly tendered and accepted in the Exchange Offer on the Early Settlement Date (defined below) (such time and date, as the same may be extended, the “Early Tender Deadline”) and (ii) the deadline for withdrawing tendered Existing Notes and (if applicable, revoking consents) (such time and date, as the same may be extended, the “Withdrawal Deadline”) to 5:00 p.m., New York City time, on May 11, 2018, unless extended. Existing Notes tendered may be withdrawn at any time prior to the Withdrawal Deadline, but not thereafter, unless required by applicable law. Assuming that the conditions to the Exchange Offer are satisfied or waived, the Issuer intends for the “Early Settlement Date” to occur promptly after the Early Tender Deadline. It is anticipated that the Early Settlement Date will be the second business day after the Early Tender Deadline, unless otherwise designated by the Issuer.
The Issuer also announced that it has extended the expiration time for the Exchange Offer and Existing 2022 Notes Consent Solicitation to 8:00 a.m., New York City time, on June 15, 2018, unless extended by the Issuer (such date and time, as the same may be extended, the “Expiration Time”). Assuming that the conditions to the Exchange Offer are satisfied or waived (including the minimum exchange condition requiring that at least $50.0 million in aggregate principal amount of the Existing Notes shall have been validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) prior to the Early Tender Deadline), the Issuer expects that the “Final Settlement Date” for any Existing Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Time and accepted for exchange will be June 15, 2018, unless otherwise designated by the Issuer. As of 5:00 p.m., New York City time, on April 27, 2018, $6,000,000 aggregate principal amount of Existing Notes, or 0.71% of the total outstanding aggregate principal amount thereof, had been validly tendered and not validly withdrawn in the Exchange Offer.
In addition to the conditions described in the Confidential Offering Memorandum, dated April 6, 2018, and in the related Letter of Transmittal and Consent (as such documents may be amended or supplemented from time to time, including as amended on April 13, 2018, April 19, 2018 and April 23, 2018 and as described herein, the “Exchange Offer Documents”), the Issuer announced that it will not accept for exchange and will not exchange any Existing Notes validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) after the Early Tender Deadline and at or prior to the Expiration Time if the New Notes that would be issuable on the Final Settlement Date would not be fungible for U.S. federal income tax purposes with the New Notes issued on the Early Settlement Date (the “Tax Fungibility Condition”).
The Exchange Offer and Existing 2022 Notes Consent Solicitation remain conditioned upon the other conditions set forth in the Exchange Offer Documents, and, other than the amendments described above (including the addition of the Tax Fungibility Condition), the other terms and conditions of the Exchange Offer and Existing 2022 Notes Consent Solicitation as set forth in the Exchange Offer Documents remain unchanged.
Global Bondholder Services Corporation is serving as the exchange agent, tabulation agent and information agent for the Exchange Offer and Existing 2022 Notes Consent Solicitation. Any question regarding procedures for tendering Existing Notes and delivering consents in the Existing 2022 Notes Consent Solicitation and requests for copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation by phone at 866-470-4300 (toll free) or 212-430-3774.
About Hovnanian Enterprises®, Inc.
Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Matawan, New Jersey and, through its subsidiaries, is one of the nation’s largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company’s homes are marketed and sold under the trade names K. Hovnanian® Homes, Brighton Homes® and Parkwood Builders. Additionally, the Company’s subsidiaries, as developers of K. Hovnanian’s® Four Seasons communities, make the Company one of the nation’s largest builders of active lifestyle communities.
