UNITED STATES
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

 

Date of Report (Date of earliest event reported): September 18, 2012

 

HOVNANIAN ENTERPRISES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

1-8551

 

22-1851059

(State or Other
Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(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)

 

(732) 747-7800

(Registrant’s telephone number, including area code)

 

Not Applicable

(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))

 

 

 



 

Item 8.01.            Other Events.

 

On September 18, 2012, Hovnanian Enterprises, Inc. (the “Company”) announced that its wholly owned subsidiary, K. Hovnanian Enterprises, Inc. (“K. Hovnanian”), plans to issue an aggregate principal amount of up to $550.0 million of senior secured first lien notes due 2020 (the “First Lien Notes”) and $247.0 million of senior secured second lien notes due 2020 (the “Second Lien Notes” and, together with the First Lien Notes, the “Notes”) in a private placement (the “Notes Offering”). Concurrently with the Notes Offering, K. Hovnanian announced today its plans to issue 90,000 exchangeable note units (or 100,000 exchangeable note units if the underwriters exercise their option to purchase additional exchangeable note units with respect to that offering in full) (the “Units”) in an underwritten public offering (the “Units Offering”). In conjunction with the Notes Offering and the Units Offering, K. Hovnanian announced today it has commenced a tender offer (the “Tender Offer”) to purchase for cash, and a solicitation of consents to certain proposed amendments to the indenture with respect to, any and all of its approximately $797 million outstanding 10 5/8% Senior Secured Notes due 2016. A copy of the press releases announcing the Notes Offering, the Units Offering and the Tender Offer are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.

 

The Notes Offering has 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 or Units in any jurisdiction in which such an offer or sale would be unlawful.

 

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. Although we believe that our plans, intentions and expectations reflected in, or suggested by such forward-looking statements are reasonable, we can give no assurance that such plans, intentions, or expectations will be achieved. Such risks, uncertainties and other factors include, but are not limited to, (1) changes in general and local economic and industry and business conditions and impacts of the sustained homebuilding downturn, (2) adverse weather and other environmental conditions and man-made or 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, tax laws, 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, (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) the Company’s sources of liquidity, (14) changes in credit ratings, (15) availability of net operating loss carryforwards, (16) operations through joint ventures with third parties, (17) product liability litigation, warranty claims and claims made by mortgage investors, (18) successful identification and integration of acquisitions, (19) changes in tax laws affecting the after-tax costs of owning a home, (20) significant influence of the Company’s controlling stockholders, (21) geopolitical risks, terrorist acts and other acts of war, and (22) other factors described in detail in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2011 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended January 31, 2012, April 30, 2012 and July 31, 2012. 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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Item 9.01.            Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 99.1

 

Press Release issued September 18, 2012 relating to the Notes Offering.

 

 

 

Exhibit 99.2

 

Press Release issued September 18, 2012 relating to the Units Offering.

 

 

 

Exhibit 99.3

 

Press Release issued September 18, 2012 relating to the Tender Offer.

 

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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 and Chief
Financial Officer

 

 

Date: September 18, 2012

 

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INDEX TO EXHIBITS

 

Exhibit Number

 

Exhibit

 

 

 

Exhibit 99.1

 

Press Release issued September 18, 2012 relating to the Notes Offering.

Exhibit 99.2

 

Press Release issued September 18, 2012 relating to the Units Offering.

Exhibit 99.3

 

Press Release issued September 18, 2012 relating to the Tender Offer.

 

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