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| HOV > SEC Filings for HOV > Form 8-K on 25-Sep-2012 | All Recent SEC Filings |
25-Sep-2012
Entry into a Material Definitive Agreement, Other Events, Financial Sta
On September 19, 2012, Hovnanian Enterprises, Inc. (the "Company"), K. Hovnanian Enterprises, Inc., the Company's wholly-owned subsidiary ("K. Hovnanian"), and the subsidiary guarantors named therein entered into an Underwriting Agreement (the "Underwriting Agreement"), with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC (collectively, the "Underwriters"), relating to a public offering of 90,000 6.00% Exchangeable Note Units (the "Underwritten Units"), each with a stated amount of $1,000. Pursuant to the terms of the Underwriting Agreement, K. Hovnanian granted the Underwriters a 13-day option to purchase up to an additional 10,000 Exchangeable Note Units (the "Optional Units" and, together with the Underwritten Units, the "Units") to cover over-allotments, if any (which option was exercised in full by the Underwriters on September 24, 2012). The sale of the Units is being made pursuant to the Company's, K. Hovnanian's and the subsidiary guarantors' Registration Statement on Form S-3 (File No. 333-173365) (the "Registration Statement") and the prospectus supplement, dated September 19, 2012, to the prospectus contained therein dated April 18, 2011.
The Underwriting Agreement relating to the offering of the Units is filed herewith as Exhibit 1.6 and is incorporated herein by reference.
Also on September 19, 2012, the Company, K. Hovnanian and the subsidiary guarantors named therein entered into a Purchase Agreement (the "Purchase Agreement"), with Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (collectively, the "Initial Purchasers"), relating to a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933 of $577,000,000 aggregate principal amount of 7.25% Senior Secured First Lien Notes due 2020 (the "First Lien Notes") and $220,000,000 aggregate principal amount of 9.125% Senior Secured Second Lien Notes due 2020 (the "Second Lien Notes") guaranteed by the Company and certain of its subsidiaries (the "Notes Offering"). The First Lien Notes and the guarantees thereof will be secured by a first-priority lien on substantially all of K. Hovnanian's, the Company's and the other guarantors' assets and the Second Lien Notes and the guarantees thereof will be secured by a second-priority lien on substantially all of K. Hovnanian's, the Company's and the other guarantors' assets, in both cases subject to permitted liens and certain exceptions.
The Purchase Agreement relating to the Notes Offering is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
In connection with the offering of the Units, as described in response to Item 1.01 of this Current Report on Form 8-K, the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.6 and is incorporated by reference herein and into the Registration Statement.
(d) Exhibits
Exhibit 1.1 Purchase Agreement, dated September 19, 2012, among the Company, K.
Hovnanian, the subsidiary guarantors named therein and Credit Suisse
Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC.
Exhibit 1.6 Underwriting Agreement, dated September 19, 2012, among the Company,
K. Hovnanian, the subsidiary guarantors named therein and J.P. Morgan
Securities LLC, Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC.
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