Pricing Term Sheet
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Filed pursuant to Rule 433 | |
Dated February 3, 2011
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Issuer Free Writing Prospectus supplementing the | |
Preliminary Prospectus Supplements | ||
dated January 31, 2011 and the | ||
Prospectus dated January 28, 2011 | ||
Registration No. 333-171349 |
Common
Stock Offering |
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Issuer:
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Hovnanian Enterprises, Inc., a Delaware corporation (Hovnanian). | |
Ticker / Exchange:
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HOV / New York Stock Exchange (NYSE). | |
Pricing Date:
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February 3, 2011. | |
Settlement Date:
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February 9, 2011. | |
Title of Securities:
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Class A common stock, par value $0.01 per share, of Hovnanian (Class A Common Stock). |
Number of Shares of Class A Common Stock Offered:
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11,750,000 shares (or 13,512,500 shares if the underwriters of the Common Stock Offering exercise their over-allotment option in full). | |
Last Reported Sale Price of the Class A Common Stock
on the NYSE on the Pricing Date:
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$4.49 per share of Class A Common Stock. | |
Outstanding Class A Common Stock after Common Stock
Offering:
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75,244,586 shares (or 77,007,086 shares if the underwriters of the Common Stock Offering exercise their over-allotment option in full). | |
Common Stock Public Offering Price:
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$4.30 per share
$50,525,000 in aggregate (or $58,103,750 if the underwriters of the Common Stock Offering exercise their over-allotment option in full). |
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Underwriting Discount:
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$0.215 per share
$2,526,250 in aggregate (or $2,905,188 if the underwriters of the Common Stock Offering exercise their over-allotment option in full). |
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Estimated Net Proceeds to Hovnanian from the Common
Stock Offering:
|
The net proceeds from the sale of Class A Common Stock in the Common Stock Offering, after deducting the underwriting discount and estimated offering expenses, will be approximately $47.7 million (or approximately $54.9 million if the underwriters of the Common Stock Offering exercise their over-allotment option in full). | |
Joint Book-Running Managers:
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J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. | |
Co-Manager:
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Wells Fargo Securities, LLC. | |
Units
Offering |
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Issuers:
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Hovnanian and K. Hovnanian Enterprises, Inc., a California corporation (K. Hovnanian). | |
Pricing Date:
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February 3, 2011. | |
Settlement Date:
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February 9, 2011. | |
Title of Securities:
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7.25% Tangible Equity Units (the Units). | |
Number of Units Offered:
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3,000,000 Units (or 3,450,000 Units if the underwriters of the Units Offering exercise their over-allotment option in full). | |
Stated Amount:
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Each Unit has a stated amount of $25. |
2
Composition of Units:
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Each Unit is comprised of two parts: | |
a prepaid stock purchase contract issued by
Hovnanian (a Purchase Contract); and |
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a senior subordinated amortizing note
issued by K. Hovnanian (an Amortizing Note),
which has an initial principal amount of $4.526049
per Amortizing Note, bears interest at a rate of
12.072% per annum and has a final installment
payment date of February 15, 2014. |
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Fair Market Value of the Units:
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Hovnanian has determined that the fair market value of each Amortizing Note is $4.526049 and the fair market value of each Purchase Contact is $20.473951. | |
Reference Price:
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$4.30, which is the Common Stock Public Offering Price in the concurrent Common Stock Offering described above (subject to adjustment as described in the Units Preliminary Prospectus Supplement). | |
Threshold Appreciation Price:
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$25 divided by the Minimum Settlement Rate (rounded to the nearest $0.0001), which is approximately $5.25 and which represents an approximately 22% appreciation over the Reference Price (subject to adjustment as described in the Units Preliminary Prospectus Supplement). | |
Minimum Settlement Rate:
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4.7655 shares of Class A Common Stock per Purchase Contract (subject to adjustment as described in the Units Preliminary Prospectus Supplement). | |
Maximum Settlement Rate:
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5.8140 shares of Class A Common Stock per Purchase Contract (subject to adjustment as described in the Units Preliminary Prospectus Supplement). | |
Settlement Rate:
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The following table illustrates the settlement rate per Purchase Contract and the value of Class A Common Stock issuable upon settlement on the Mandatory Settlement Date, determined using the Applicable Market Value (as defined in the Units Prospectus Supplement) shown, subject to adjustment as described in the Units Preliminary Prospectus Supplement: |
Value of Class A | ||||
Applicable Market | Common Stock Delivered | |||
Value of Class A | (Based on the Applicable | |||
common Stock | Settlement Rate | Market Value Thereof) | ||
Less than or equal to
the Reference Price
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The Maximum Settlement Rate | Less than $25 | ||
Greater than the
Reference Price but
less than the Threshold
Appreciation Price
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A number of shares of Class A Common Stock equal to $25, divided by the Applicable Market Value | $25 | ||
Equal to or greater
than the Threshold
Appreciation Price
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The Minimum Settlement Rate | Greater than $25 |
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Early Settlement Upon a Fundamental Change:
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The following table sets forth the fundamental change early settlement rate (as defined in the Units Preliminary Prospectus Supplement) per Purchase Contract for each stock price and effective date set forth below: |
Effective Date | ||||||||||||||||
February | February | February | February | |||||||||||||
Stock Price | 9, 2011 | 15, 2012 | 15, 2013 | 15, 2014 | ||||||||||||
$1.00 |
5.4963 | 5.6701 | 5.7660 | 5.8140 | ||||||||||||
$2.00 |
5.1312 | 5.3749 | 5.6578 | 5.8140 | ||||||||||||
$3.00 |
4.9097 | 5.1021 | 5.3896 | 5.8140 | ||||||||||||
$4.00 |
4.7882 | 4.9243 | 5.1226 | 5.8140 | ||||||||||||
$4.30 |
4.7614 | 4.8866 | 5.0585 | 5.8140 | ||||||||||||
$4.50 |
4.7499 | 4.8647 | 5.0204 | 5.5556 | ||||||||||||
$4.75 |
4.7346 | 4.8405 | 4.9778 | 5.2632 | ||||||||||||
$5.00 |
4.7214 | 4.8194 | 4.9405 | 5.0000 | ||||||||||||
$5.25 |
4.7099 | 4.8011 | 4.9081 | 4.7655 | ||||||||||||
$6.00 |
4.6838 | 4.7592 | 4.8353 | 4.7655 | ||||||||||||
$7.00 |
4.6622 | 4.7245 | 4.7791 | 4.7655 | ||||||||||||
$8.00 |
4.6495 | 4.7044 | 4.7500 | 4.7655 | ||||||||||||
$9.00 |
4.6420 | 4.6925 | 4.7351 | 4.7655 | ||||||||||||
$10.00 |
4.6375 | 4.6855 | 4.7275 | 4.7655 | ||||||||||||
$12.50 |
4.6332 | 4.6779 | 4.7209 | 4.7655 | ||||||||||||
$15.00 |
4.6330 | 4.6760 | 4.7195 | 4.7655 | ||||||||||||
$17.50 |
4.6343 | 4.6759 | 4.7191 | 4.7655 | ||||||||||||
$20.00 |
4.6363 | 4.6766 | 4.7190 | 4.7655 | ||||||||||||
$22.50 |
4.6386 | 4.6776 | 4.7189 | 4.7655 | ||||||||||||
$25.00 |
4.6412 | 4.6789 | 4.7188 | 4.7655 |
The exact stock prices and effective dates may not be set forth in the table above, in which case: | ||
if the applicable
stock price is between two
stock prices in the table or
the effective date is
between two effective dates
in the table, the
fundamental change early
settlement rate will be
determined by straight line
interpolation between the
fundamental change early
settlement rates set forth
for the higher and lower
stock prices and the earlier
and later effective dates,
as applicable, based on a
365-day year; |
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if the applicable
stock price is greater than
$25.00 per share (subject to
adjustment in the same
manner as the stock prices
set forth in the column
headings of the table
above), then the fundamental
change early settlement rate
will be the Minimum
Settlement Rate; or |
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if the applicable
stock price is less than
$1.00 per share (subject to
adjustment in the same
manner as the stock prices
set forth in the column
headings of the table above,
the Minimum Stock Price),
the fundamental change early
settlement rate will be
determined as if the stock
price equaled the Minimum
Stock Price, and using
straight line interpolation,
as described in the first
bullet of this paragraph, if
the effective date is
between two effective dates
in the table. |
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The maximum number of shares of Class A Common Stock deliverable under a Purchase Contract is 5.8140, subject to adjustment in the same manner as the fixed settlement rates as set forth under Description of the Purchase ContractsAdjustments to the Fixed Settlement Rates in the Units Preliminary Prospectus Supplement. | ||
Initial Principal Amount of Amortizing Notes:
|
$4.526049 per Amortizing Note
$13,578,147 in aggregate (or $15,614,869 if the underwriters of the Units Offering exercise their over-allotment option in full). |
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Installment Payment Dates:
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Each February 15, May 15, August 15 and November 15, commencing on May 15, 2011, with a final installment payment date of February 15, 2014. | |
Payments on the Amortizing Notes:
|
The Amortizing Notes will pay holders equal quarterly cash installments of $0.453125 per Amortizing Note (except for the May 15, 2011 installment payment, which will be $0.483334 per Amortizing Note), which cash payment in the aggregate will be equivalent to 7.25% per year with respect to each $25 Stated Amount of Units. Each installment will constitute a payment of interest (at a rate of 12.072% per annum) and a partial repayment of principal on the Amortizing Note, allocated as set forth in the following amortization schedule: |
Scheduled Installment Payment Date | Amount of Principal | Amount of Interest | ||||||
May 15, 2011 |
$ | 0.337631 | $ | 0.145703 | ||||
August 15, 2011 |
$ | 0.326719 | $ | 0.126406 | ||||
November 15, 2011 |
$ | 0.336579 | $ | 0.116546 | ||||
February 15, 2012 |
$ | 0.346737 | $ | 0.106388 | ||||
May 15, 2012 |
$ | 0.357201 | $ | 0.095924 | ||||
August 15, 2012 |
$ | 0.367982 | $ | 0.085143 | ||||
November 15, 2012 |
$ | 0.379087 | $ | 0.074038 | ||||
February 15, 2013 |
$ | 0.390528 | $ | 0.062597 | ||||
May 15, 2013 |
$ | 0.402314 | $ | 0.050811 | ||||
August 15, 2013 |
$ | 0.414456 | $ | 0.038669 | ||||
November 15, 2013 |
$ | 0.426965 | $ | 0.026160 | ||||
February 15, 2014 |
$ | 0.439850 | $ | 0.013275 |
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Repurchase of Amortizing Notes at the
option of the holder:
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If Hovnanian elects to settle the Purchase Contracts early, holders will have the right to require K. Hovnanian to repurchase their Amortizing Notes for cash at a repurchase price per Amortizing Note equal to the principal amount of such Amortizing Note as of the repurchase date, plus accrued and unpaid interest on such principal amount from, and including, the immediately preceding Installment Payment Date to, but not including, the repurchase date, calculated at a rate of 12.072% per annum. | |
Units Public Offering Price:
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$25 per Unit
$75,000,000 in aggregate (or $86,250,000 if the underwriters of the Units Offering exercise their over-allotment option in full). |
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Underwriting Discount:
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$0.75 per Unit
$2,250,000 in aggregate (or $2,587,500 if the underwriters of the Units Offering exercise their over-allotment option in full). |
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Estimated Net Proceeds to Hovnanian from
the Units Offering:
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The net proceeds from the sale of Units in the Units Offering, after deducting underwriting discount and estimated offering expenses, will be approximately $72.5 million (or approximately $83.4 million if the underwriters of the Units Offering exercise their over-allotment option in full). | |
Joint Book-Running Managers:
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Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC. | |
Co-Managers:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC. | |
Listing:
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Hovnanian will apply to list the Units on the NYSE, subject to satisfaction of its minimum listing standards with respect to the Units. If approved for listing, Hovnanian expects trading on the NYSE to begin within 30 calendar days after the Units are first issued. | |
CUSIP for the Units:
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44248W 208 | |
ISIN for the Units:
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US44248W2089 | |
CUSIP for the Purchase Contracts:
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442487 138 | |
ISIN for the Purchase Contracts:
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US4424871386 | |
CUSIP for the Amortizing Notes:
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442488 201 | |
ISIN for the Amortizing Notes:
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US4424882011 |
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As further | ||||
Adjusted for | ||||
Concurrent | ||||
Offerings(7) | ||||
(In thousands) | ||||
Homebuilding Cash and Cash Equivalents, Excluding Restricted Cash |
$ | 465,413 | ||
Restricted Cash (1) |
108,983 | |||
Total Homebuilding Cash and Cash Equivalents(2) |
$ | 574,396 | ||
Debt(3): |
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Nonrecourse Land Mortgages |
4,313 | |||
Nonrecourse Mortgages Secured by Operating Property |
20,657 | |||
105/8% Senior Secured Notes due 2016 |
772,415 | |||
111/2% Senior Secured Notes due 2013 |
475 | |||
18% Senior Secured Notes due 2017 |
11,702 | |||
8% Senior Notes due 2012 |
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61/2% Senior Notes due 2014 |
54,373 | |||
63/8% Senior Notes due 2014 |
29,214 | |||
61/4% Senior Notes due 2015 |
52,720 | |||
117/8% Senior Notes due 2015 offered in the Senior Notes Offering(4) |
151,052 | |||
61/4% Senior Notes due 2016 |
171,616 | |||
71/2% Senior Notes due 2016 |
172,269 | |||
85/8% Senior Notes due 2017 |
195,918 | |||
87/8% Senior Subordinated Notes due 2012 |
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73/4% Senior Subordinated Notes due 2013 |
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Tangible Equity Units Senior Subordinated Amortizing Notes |
13,578 | |||
Total Debt(3) |
$ | 1,650,302 | ||
Equity: |
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Preferred Stock, $.01 par value; 100,000 Shares authorized; 5,600 Shares of 7.625% Series A Preferred Stock issued at October 31, 2010 with a liquidation preference of $140,000 |
$ | 135,299 | ||
Common Stock, Class A, $.01 par value; 200,000,000 Shares authorized; 86,559,683 Shares issued as further adjusted (including 11,694,720 Shares held in treasury)(5) |
866 |
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As further | ||||
Adjusted for | ||||
Concurrent | ||||
Offerings(7) | ||||
(In thousands) | ||||
Common Stock, Class B, $.01 par value (Convertible to Class A at time of sale); 30,000,000 Shares authorized; 15,256,543 Shares issued at October 31, 2010 (including 691,748 Shares held in treasury) |
153 | |||
Paid in Capital Common Stock(6) |
570,823 | |||
Accumulated Deficit |
(825,233 | ) | ||
Treasury Stock at Cost |
(115,257 | ) | ||
Total Hovnanian Enterprises, Inc. Stockholders Equity Deficit |
(233,349 | ) | ||
Noncontrolling Interest in Consolidated Joint Ventures |
630 | |||
Total Equity Deficit(5) |
$ | (232,719 | ) | |
Total Capitalization |
$ | 1,417,583 | ||
(1) | As of October 31, 2010, Restricted Cash includes $92.3 million of cash collateralizing our letter of credit agreements and facilities, $14.5 million of cash collateralizing our surety bonds and $2.2 million for customers deposits, which are restricted from our use. | |
(2) | As of October 31, 2010, cash of K. Hovnanian Enterprises, Inc., the Company and the restricted subsidiaries acting as guarantors under the Notes Offering collateralizing our secured indebtedness was $300.0 million (which includes $92.3 million of restricted cash collateralizing certain letters of credit). See Risk FactorsRisks Related to Ownership of the Units, Separate Purchase Contracts, Separate Amortizing Notes and Class A Common StockThe amortizing notes and the senior subordinated guarantees are unsecured obligations and will be junior to all of our existing and future secured indebtedness to the extent of the collateral securing such indebtedness in the Units Preliminary Prospectus Supplement. | |
(3) | References to our consolidated debt exclude debt of $73.6 million under our secured master repurchase agreements, which are short-term borrowing facilities used by our mortgage banking subsidiary. | |
(4) | As further Adjusted, reflects gross proceeds of $155.0 million, net of original issue discount of approximately $3.948 million, which will accrete over the life of the Senior Notes and be amortized into interest expense. Does not reflect the underwriters discount. | |
(5) | As further Adjusted, (a) includes shares of our Class A common stock issued in the Common Stock Offering and (b) excludes shares of our Class A common stock issuable upon settlement of the purchase contracts that are components of the Units offered in the Units Offering. | |
(6) | We have accounted for the purchase contracts that are components of the Units offered in the Units Offering as equity and recorded $59.3 million, the initial fair value of these contracts, net of the underwriters discount and estimated offering expenses, as additional paid in capital as of October 31, 2010. | |
(7) | Assumes that all of the Tender Offer Notes (as defined in the Prospectus Supplements) are tendered and purchased in the Tender Offers (as defined in the Prospectus Supplements) on the date of issuance of the Senior Notes in the Senior Notes Offering at an aggregate purchase price of approximately $161.8 million, including estimated fees and expenses related to the Tender Offers. |
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