MATAWAN, N.J., April 06, 2018 (GLOBE NEWSWIRE) — Hovnanian Enterprises, Inc. (NYSE:HOV) (the “Company”) appear today that its wholly-owned subsidiary, K. Hovnanian Enterprises, Inc. (the “Issuer”), has commenced a clandestine action to acceptable holders to barter (the “Exchange Offer”) any and all of the Issuer’s $440,000,000 outstanding 10.000% Senior Secured Notes due 2022 (the “Existing 2022 Notes”) and $400,000,000 outstanding 10.500% Senior Secured Notes due 2024 (together with the Existing 2022 Notes, the “Existing Notes”) for the Issuer’s anew issued 3.0% Senior Notes due 2047 (the “New Notes”) on the agreement and accountable to the altitude set alternating in a Confidential Offering Memorandum, anachronous April 6, 2018 (as it may be adapted or supplemented from time to time, the “Offering Memorandum”), and in the accompanying Letter of Transmittal and Accord (as it may be adapted or supplemented from time to time, and, collectively with the Offering Memorandum, the “Exchange Action Documents”).
The Barter Action will expire at 11:59 p.m., New York City time, on May 3, 2018, unless continued or beforehand concluded (such time and date, as the aforementioned may be extended, the “Expiration Time”). In acclimation to admission the Barter Consideration (as authentic below) on the Early Acclimation Date (as authentic below), acceptable holders charge validly breakable their Existing Notes above-mentioned to 5:00 p.m., New York City time, on April 19, 2018, unless continued (such time and date, as the aforementioned may be extended, the “Early Breakable Deadline”). Acceptable holders who validly breakable their Existing Notes afterwards the Early Breakable Deadline but on or above-mentioned to the Expiration Time will admission the Barter Consideration on the Final Acclimation Date (as authentic below). Existing Notes tendered may be aloof at any time above-mentioned to 5:00 p.m., New York City time, on April 19, 2018, unless continued (as the aforementioned may be extended, the “Withdrawal Deadline”), but not thereafter, unless appropriate by applicative law.
In barter for anniversary $1,000 arch bulk of Existing Notes and basic multiples thereof validly tendered by acceptable holders (and not validly aloof above-mentioned to the Withdrawal Deadline) above-mentioned to the Early Breakable Deadline or the Expiration Time, as applicable, and accustomed by us, accommodating holders of Existing Notes will admission $1,250 arch bulk of New Notes added accrued and contributed interest, if any, to, but excluding, the applicative acclimation date on such Existing Notes (the “Exchange Consideration”) on the Early Acclimation Date or Final Acclimation Date, as applicable. If New Notes are issued in barter for the Existing Notes on the Early Acclimation Date, holders who admission New Notes in barter for Existing Notes on the Final Acclimation Date will admission New Notes that will admission an anchored alms to absorption (“pre-issuance interest”) for the aeon from and including the Early Acclimation Date to, but excluding, the Final Acclimation Date. As a result, the banknote payable for accrued and contributed absorption on the Existing Notes exchanged on the Final Acclimation Date will be bargain by the bulk of the pre-issuance absorption on the New Notes exchanged therefor. The accumulated Barter Consideration issued in account of anniversary accommodating holder for all Existing Notes validly tendered (and not validly aloof above-mentioned to the Withdrawal Deadline) and accustomed by us will be angled down, if necessary, to $2,000 or the aing accomplished assorted of $1,000 in balance thereof. This angled bulk will be the arch bulk of New Notes you will admission as allotment of your Barter Consideration, and no added banknote will be paid in lieu of any arch bulk of New Notes not accustomed as a aftereffect of such rounding down. Any such acclimation will administer to all Existing Notes tendered and accustomed in the Barter Offer.
The Issuer’s obligation to admission for barter any Existing Notes validly tendered and not validly aloof afore the Withdrawal Deadline pursuant to the Barter Action is conditioned aloft the achievement or, if applicable, abandonment of assertive conditions, which are added absolutely declared in the Offering Memorandum, including, amid others, at atomic $150.0 actor in accumulated arch bulk of the Existing Notes accepting been validly tendered (and not validly aloof above-mentioned to the Withdrawal Deadline) by holders thereof above-mentioned to the Early Breakable Deadline, and assertive added conditions.
Assuming that the altitude to the Barter Action are annoyed or waived, the Issuer intends for the “Early Acclimation Date” to action promptly afterwards the Early Breakable Deadline. It is advancing that the Early Acclimation Date will be the additional business day afterwards the Early Breakable Deadline. The Issuer affluence the right, in its sole discretion, to baptize the Early Acclimation Date at any date afterward the Early Breakable Deadline. Assuming that the altitude to the Barter Action are annoyed or waived, the “Final Acclimation Date” will be promptly afterwards the Expiration Time and is accepted to be the business day afterwards the Expiration Time.
In affiliation with the Barter Offer, the Issuer is soliciting consents (the “Existing 2022 Notes Accord Solicitation”) from the holders of the Existing 2022 Notes to alter (the “Proposed Amendment”) the acknowledgment (the “Indenture”) administering the Existing 2022 Notes. The Existing 2022 Notes Accord Address is actuality fabricated in accordance with the agreement and accountable to the altitude declared in the Offering Memorandum. Holders of Existing 2022 Notes may not accord to the Proposed Amendment afterwards abandonment their Existing 2022 Notes in the Barter Action and holders of Existing 2022 Notes may not breakable their Existing 2022 Notes in the Barter Action afterwards acknowledging to the Proposed Amendment. The cleanup of the Existing 2022 Notes Accord Address is subject, amid added things, to the cancellation of the accord of the holders of at atomic a majority in accumulated arch bulk of the outstanding Existing 2022 Notes. The Existing 2022 Notes Accord Address will expire with the Barter Action at the Expiration Time.
The purpose of the Existing 2022 Notes Accord Address is to admission from holders of the Existing 2022 Notes approval of the Proposed Amendment to annihilate the restrictions on the Issuer’s adeptness to purchase, repurchase, redeem, admission or retire for amount the Issuer’s 8.000% Senior Notes due 2019 and refinancing or backup acknowledgment in account thereof and refinancing or backup acknowledgment in account of the Issuer’s ahead outstanding 7.000% Senior Notes due 2019, including the Issuer’s 5.0% Senior Notes due 2040, 13.5% Senior Notes due 2026 and apart appellation accommodation facility.
Documents apropos to the Barter Action and Existing 2022 Notes Accord Address will alone be broadcast to holders of Existing Notes who complete a letter of accommodation acknowledging that they are aural the class of holders that are acceptable to participate in this clandestine offer. To admission the letter of eligibility, bang on the afterward link: http://gbsc-usa.com/eligibility/khov.
The obligations beneath the New Notes will be absolutely and actually affirmed by the Company, and essentially all of its subsidiaries, added than the issuer of the New Notes, the Company’s home mortgage subsidiaries, assertive of its appellation allowance subsidiaries, collective ventures, subsidiaries captivation interests in collective ventures and its adopted subsidiary.
The New Notes will buck absorption at the amount of 3.0% per year, accruing from the date of antecedent issuance. Absorption on the New Notes will be payable on April 15 and October 15 of anniversary year, alpha on October 15, 2018. The New Notes will complete on April 15, 2047. We may redeem some or all of the New Notes on or afterwards the times, and at the accretion prices, defined in the Offering Memorandum.
Global Bondholder Services Corporation is confined as the barter agent, blueprint abettor and advice abettor for the Barter Action and Existing 2022 Notes Accord Solicitation. Any catechism apropos procedures for abandonment Existing Notes and carrying consents in the Existing 2022 Notes Accord Address and requests for copies of the Barter Action Documents may be directed to Global Bondholder Services by buzz at 866-470-4300 (toll free) or 212-430-3774.
This columnist absolution is neither an action to acquirement or advertise nor a address of an action to advertise or buy the Existing Notes, the New Notes or any added balance of the Issuer or the Company. This columnist absolution additionally is not a address of consents to the Proposed Amendment to the acknowledgment administering the Existing 2022 Notes. The Barter Action and Existing 2022 Notes Accord Address are actuality fabricated alone on the agreement and accountable to the altitude set alternating in the Barter Action Documents and the advice in this columnist absolution is able by advertence to such Barter Action Documents.
The Barter Action is actuality fabricated aural the United States alone to bodies analytic believed to be “qualified institutional buyers” pursuant to Rule 144A beneath the Balance Act of 1933, as adapted (the “Securities Act”), and alfresco the United States to non-U.S. investors. The New Notes admission not been and will not be registered beneath the Balance Act or any accompaniment balance laws. The New Notes may not be offered or awash aural the United States or to U.S. persons, except pursuant to an absolution from, or in a transaction not accountable to, the allotment requirements of the Balance Act and applicative accompaniment balance laws.
About Hovnanian Enterprises
Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Matawan, New Jersey. The Company is one of the nation’s better 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 awash beneath the barter names K. Hovnanian® Homes, Brighton Homes® and Parkwood Builders. As the developer of K. Hovnanian’s® Four Seasons communities, the Company is additionally one of the nation’s better builders of alive affairs communities.
All statements in this columnist absolution that are not absolute facts should be advised as “Forward-Looking Statements.” Such statements absorb accepted and alien risks, uncertainties and added factors that may account absolute results, achievement or achievements of the Company to be materially altered from any approaching results, achievement or achievements bidding or adumbrated by the advanced statements. Such advanced statements accommodate but are not bound to statements accompanying to the Company’s goals and expectations with account to its banking after-effects for approaching banking periods. Although we accept that our plans, intentions and expectations reflected in, or appropriate by, such advanced statements are reasonable, we can accord no affirmation that such plans, intentions or expectations will be achieved. By their nature, advanced statements: (i) allege alone as of the date they are made, (ii) are not guarantees of approaching achievement or after-effects and (iii) are accountable to risks, uncertainties and assumptions that are difficult to adumbrate or quantify. Therefore, absolute after-effects could alter materially and abnormally from those advanced statements as a aftereffect of a array of factors. Such risks, uncertainties and added factors include, but are not bound to, (1) changes in accepted and bounded economic, industry and business altitude and impacts of a abiding homebuilding downturn; (2) adverse acclimate and added ecology altitude and accustomed disasters; (3) levels of acknowledgment and restrictions on the Company’s operations and activities imposed by the agreements administering the Company’s outstanding indebtedness; (4) the Company’s sources of liquidity; (5) changes in acclaim ratings; (6) changes in bazaar altitude and seasonality of the Company’s business; (7) the availability and amount of acceptable acreage and bigger lots; (8) shortages in, and amount fluctuations of, raw abstracts and labor; (9) bounded and bounded bread-and-er factors, including annex on assertive sectors of the economy, and application levels affecting home prices and sales action in the markets area the Company builds homes; (10) fluctuations in absorption ante and the availability of mortgage financing; (11) changes in tax laws affecting the after-tax costs of owning a home; (12) operations through collective ventures with third parties; (13) government regulation, including regulations apropos development of land, the home building, sales and chump costs processes, tax laws and the environment; (14) artefact accountability litigation, assurance claims and claims fabricated by mortgage investors; (15) levels of competition; (16) availability and agreement of costs to the Company; (17) acknowledged identification and affiliation of acquisitions; (18) cogent access of the Company’s authoritative stockholders; (19) availability of net operating accident carryforwards; (20) account shortages and outages or amount fluctuations; (21) geopolitical risks, agitator acts and added acts of war; (22) increases in cancellations of agreements of sale; (23) accident of key administration cadre or abortion to allure able personnel; (24) advice technology failures and abstracts aegis breaches; (25) acknowledged claims brought adjoin us and not bound in our favor; and (26) assertive risks, uncertainties and added factors declared in detail in the Company’s Annual Report on Form 10-K for the budgetary year concluded October 31, 2017 and in the Offering Memorandum. Except as contrarily appropriate by applicative balance laws, we undertake no obligation to about amend or alter any advanced statements, whether as a aftereffect of new information, approaching events, afflicted affairs or any added reason.
Jeffrey T. O’Keefe Vice President of Investor Relations 732-747-7800
Ethan LyleTeneo Strategy 212-886-9376
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