HOVNANIAN ENTERPRISES, INC. Item 8.01 Other Events.
On
The amendment to the Exchange Offers amends the definition of "Permitted Indebtedness" in the indenture governing the New 2025 Notes to clarify the allocation of New 2025 Notes issued in the Exchange Offers and in exchange for unsecured debt obligations. The amendments to the Consent Solicitations provide that the elimination of the asset dispositions covenant is not included in the proposed amendments and clarify that the proposed amendments will not affect the obligations of subsidiaries that are Guarantors on the issue date of the New 2025 Notes to continue to grant their assets as collateral for the Old Notes.
In addition, the Company and
A copy of the press release announcing the amendments to the Exchange Offers and Consent Solicitations is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 8.01.
The New 2025 Notes have not been and will not be registered under the Securities
Act or any state securities laws. The New 2025 Notes may not be offered or sold
within
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All statements in this current report that are not historical facts should be
considered as "Forward-Looking Statements" within the meaning of the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995. 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 forward-looking
statements include but are not limited to statements related to the Company's
goals and expectations with respect to its financial results for future
financial periods. Although the Company believes that its plans, intentions and
expectations reflected in, or suggested by, such forward-looking statements are
reasonable, the Company can give no assurance that such plans, intentions or
expectations will be achieved. By their nature, forward-looking statements: (i)
speak only as of the date they are made, (ii) are not guarantees of future
performance or results and (iii) are subject to risks, uncertainties and
assumptions that are difficult to predict or quantify. Therefore, actual results
could differ materially and adversely from those forward-looking statements as a
result of a variety of factors. Such risks, uncertainties and other factors
include, but are not limited to, (1) changes in general and local economic,
industry and business conditions and impacts of a significant homebuilding
downturn; (2) adverse weather and other environmental conditions and natural
disasters; (3) high leverage and restrictions on the Company's operations and
activities imposed by the agreements governing the Company's outstanding
indebtedness; (4) availability and terms of financing to the Company; (5) the
Company's sources of liquidity; (6) changes in credit ratings; (7) the
seasonality of the Company's business; (8) the availability and cost of suitable
land and improved lots and sufficient liquidity to invest in such land and lots;
(9) shortages in, and price fluctuations of, raw materials and labor; (10)
reliance on, and the performance of, subcontractors; (11) regional and local
economic factors, including dependency on certain sectors of the economy, and
employment levels affecting home prices and sales activity in the markets where
the Company builds homes; (12) fluctuations in interest rates and the
availability of mortgage financing; (13) increases in cancellations of
agreements of sale; (14) changes in tax laws affecting the after-tax costs of
owning a home; (15) operations through unconsolidated joint ventures with third
parties; (16) government regulation, including regulations concerning
development of land, the home building, sales and customer financing processes,
tax laws and the environment; (17) legal claims brought against us and not
resolved in the Company's favor, such as product liability litigation, warranty
claims and claims made by mortgage investors; (18) levels of competition; (19)
successful identification and integration of acquisitions; (20) significant
influence of the Company's controlling stockholders; (21) availability of net
operating loss carryforwards; (22) utility shortages and outages or rate
fluctuations; (23) changes in trade policies, including the imposition of
tariffs and duties on homebuilding materials and products, and related trade
disputes with and retaliatory measures taken by other countries; (24)
geopolitical risks, terrorist acts and other acts of war; (25) loss of key
management personnel or failure to attract qualified personnel; (26) information
technology failures and data security breaches; (27) negative publicity; and
(28) certain risks, uncertainties and other factors described in detail in the
Company's Annual Report on Form 10-K for the fiscal year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated
Exchange Offers and Consent Solicitations.
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