HOV 10-K Annual Report Oct. 31, 2018 | Alphaminr

Effective Date August 11, 2021

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HOVNANIAN ENTERPRISES INC

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DEF 14A	Filed on Feb. 10, 2023
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DEF 14A	Filed on Jan. 26, 2018
DEF 14A	Filed on Jan. 30, 2017
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DEF 14A	Filed on Feb. 14, 2012
DEF 14A	Filed on Jan. 31, 2011
DEF 14A	Filed on Feb. 1, 2010

TABLE OF CONTENTS

Part I Part II Part III Part IV

Exhibits

3(a) Restated Certificate of Incorporation of the Registrant.(5) 3(b) Certificate of Amendment of the Restated Certificate of Incorporation of Hovnanian Enterprises, Inc., dated March 13, 2018. (14) 3(c) Amended and Restated Bylaws of the Registrant.(22) 4(a) Specimen ClassA Common Stock Certificate.(13) 4(b) Specimen ClassB Common Stock Certificate.(13) 4(c) Certificate of Designations, Powers, Preferences and Rights of the 7.625% SeriesA Preferred Stock of Hovnanian Enterprises,Inc., dated July12, 2005.(11) 4(d) Certificate of Designations of the SeriesB Junior Preferred Stock of Hovnanian Enterprises,Inc., dated August14, 2008.(1) 4(e) Rights Agreement, dated as of August14, 2008, between Hovnanian Enterprises,Inc. and National City Bank, as Rights Agent, which includes the Form of Certificate of Designation as ExhibitA, Form of Right Certificate as ExhibitB and the Summary of Rights as ExhibitC.(20) 4(f) Amendment No. 1 to Rights Agreement, dated as of January 11, 2018, between Hovnanian Enterprises, Inc. and Computershare Trust Company, N.A. (as successor to National City Bank), as Rights Agent, which includes the amended and restated Form of Rights Certificate as Exhibit 1 and the amended and restated Summary of Rights as Exhibit 2. (15) 4(g) Indenture, dated as of February 1, 2018, relating to the 13.5% Senior Notes due 2026 and 5.0% Senior Note due 2040, by and among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors party thereto and Wilmington Trust, National Association, as Trustee, including the forms of 13.5% Senior Notes due 2026 and 5.0% Senior Notes due 2040.(29) 4(h) Second Supplemental Indenture, dated as of May 30, 2018, relating to the 13.5% Senior Notes due 2026 and 5.0% Senior Notes due 2040, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors party thereto and Wilmington Trust, National Association, as trustee.(34) 4(i) Indenture dated as of July 27, 2017, relating to the 10.0% Senior Secured Notes due 2022 and the 10.5% Senior Secured Notes due 2024, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent, including the forms of 10.0% Senior Secured Note due 2022 and the 10.5% Senior Secured Note due 2024.(17) 4(j) Second Supplemental Indenture, dated January 16, 2018, relating to 10.500% Senior Secured Notes due 2024, by and among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors party thereto and Wilmington Trust, National Association, as Trustee and Collateral Agent.(30) 4(k) Indenture dated as of September 8, 2016, relating to the 9.50% Senior Secured Notes due 2020, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., and the other guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent, including form of 9.50% Senior Secured Notes due 2020.(2) 4(l) Secured Notes Indenture dated as of November 1, 2011 relating to the 5.0% Senior Secured Notes due 2021 and 2.0% Senior Secured Notes due 2021, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent, including the forms of 5.0% Senior Secured Notes due 2021 and 2.0% Senior Secured Notes due 2021.(4) 4(m) Indenture, dated as of November 5, 2014, relating to the 8.000% Senior Notes due 2019, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors party thereto and Wilmington Trust, National Association, as Trustee, including the form of 8.000% Senior Note due 2019.(10) 10(a) Commitment Letter, dated December 28, 2017, by and among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., K. Hovnanian at Sunrise Trail III, LLC and GSO Capital Partners LP, on its own behalf and on behalf of certain funds managed, advised or sub-advised by GSO Capital Partners LP.(31) 10(b) $125,000,000 Credit Agreement, dated as of January 29, 2018, by and among K. Hovnanian Enterprises Inc., Hovnanian Enterprises, Inc., the subsidiary guarantors named therein, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto.(29) 10(c) First Amendment, dated as of May 14, 2018, to the $125,000,000 Credit Agreement, dated as of January 29, 2018, among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises Inc., the subsidiary guarantors party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.(33) 10(d) $212,500,000 Credit Agreement, dated as of January 29, 2018, by and among K. Hovnanian Enterprises Inc., Hovnanian Enterprises, Inc., the subsidiary guarantors named therein, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto.(29) 10(e) First Amendment, dated as of May 14, 2018, to the $212,500,000 Credit Agreement, dated as of January 29, 2018, among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises Inc., the subsidiary guarantors party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.(33) 10(f) Collateral Agency Agreement, dated as of July 27, 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Notes Collateral Agent and Wilmington Trust, National Association, as Collateral Agent.(17) 10(g) Security Agreement, dated as of July 27, 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein and Wilmington Trust, National Association, as Collateral Agent.(17) 10(h) Pledge Agreement, dated as of July 27, 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein and Wilmington Trust, National Association, as Collateral Agent.(17) 10(i) Joinder to the Amended and Restated Intercreditor Agreement, dated as of July 27, 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Trustee and Notes Collateral Agent, Wilmington Trust, National Association, as SeniorCredit Agreement Administrative Agent, Wilmington Trust, National Association, as Junior Joint Collateral Agent and Wilmington Trust, National Association, as Mortgage Tax Collateral Agent.(17) 10(j) Second Amended and Restated Mortgage Tax Collateral Agency Agreement, dated as of July 27 2017, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the Subsidiary Guarantors named therein, Wilmington Trust, National Association, as Notes Collateral Agent, Wilmington Trust, National Association, as Senior Credit Agreement Administrative Agent, Wilmington Trust, National Association, as Junior Joint Collateral Agent and Wilmington Trust, National Association, as Mortgage Tax Collateral Agent.(17) 10(k) Trademark Security Agreement, dated as of July 27, 2017, between K. HOV IP II, Inc. and Wilmington Trust, National Association, as Collateral Agent.(17) 10(l) Amended and Restated Intercreditor Agreement, dated September 8, 2016, among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., the other guarantors party thereto, Wilmington Trust, National Association, in its capacities as Senior Notes Trustee and Senior Notes Collateral Agent (each as defined therein), Wilmington Trust, National Association, in its capacity as Administrative Agent (as defined therein), Wilmington Trust, National Association, in its capacity as Mortgage Tax Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacities as 9.125% Junior Trustee and 9.125% Junior Collateral Agent (each as defined therein), Wilmington Trust, National Association, in its capacities as 10.000% Junior Trustee and 10.000% Junior Collateral Agent (each as defined therein) and Wilmington Trust, National Association, in its capacity as Junior Joint Collateral Agent (as defined therein).(2) 10(m) Amended and Restated First Lien Pledge Agreement, dated as of September 8, 2016, relating to the 5.0% Senior Secured Notes due 2021, the 2.0% Senior Secured Notes due 2021 and the 9.50% Senior Secured Notes due 2020.(2) 10(n) Amended and Restated First Lien Security Agreement, dated as of September 8, 2016, relating to the 5.0% Senior Secured Notes due 2021, the 2.0% Senior Secured Notes due 2021 and the 9.50% Senior Secured Notes due 2020.(2) 10(o) Form of Non-Qualified Stock Option Agreement (2012) for Ara K. Hovnanian.(27) 10(p) Amended and Restated 2008 Hovnanian Enterprises,Inc. Stock Incentive Plan.(16) 10(r) Management Agreement dated December15, 1985, for the management of properties by K.Hovnanian Investment Properties,Inc.(19) 10(s)* Executive Deferred Compensation Plan as amended and restated on January 1, 2014. 10(u)* Form of Nonqualified Stock Option Agreement (Class B shares).(8) 10(v)* Form of Stock Option Agreement for Directors.(8) 10(w)* Form of Incentive Stock Option Agreement.(23) 10(x)* Form of Performance Vesting Incentive Stock Option Agreement.(23) 10(y)* Form of Performance Vesting Nonqualified Stock Option Agreement.(23) 10(z)* Form of 2018 Long-Term Incentive Program Award Agreement.(32) 10(aa)* Form of 2016 Long Term Incentive Program Award Agreement.(21) 10(bb)* Form of Change in Control Severance Protection Agreement entered into with Brad G. OConnor.(25) 10(cc)* Form of Amendment to Outstanding Stock Option Grants.(26) 10(dd)* Form of Amendment to 2011 Non-Qualified Stock Option Agreement for Ara K. Hovnanian.(26) 10(ee)* Form of Amendment to 2011 Incentive Stock Option Agreement for J. Larry Sorsby.(26) 10(ff)* Form of Incentive Stock Option Agreement (2012).(27) 10(gg)* Form of Stock Option Agreement (2012) for Directors.(27) 10(hh)* Form of Market Share Unit Agreement Class A shares(2014 grants and thereafter).(9) 10(ii)* Form of Market Share Unit Agreement Class B shares(2014 grants and thereafter).(9) 10(jj)* Form of Market Share Unit Agreement (Performance Vesting) Class A (2014 grants and thereafter).(9) 10(kk)* Form of Market Share Unit Agreement (Performance Vesting) Class B shares(2014 grants and thereafter) (9) 10(ll)* Form of Incentive Stock Option Agreement (2014 grants and thereafter).(9) 10(mm)* Form of Restricted Share Unit Agreement (2014 grants and thereafter).(9) 10(nn)* Form of Stock Option Agreement for Directors (2014 grants and thereafter).(9) 10(qq)* Form of Letter Agreement Relating to Change in Control Severance Protection Agreement entered into with Brad G. OConnor.(18) 10(rr)* Market Share Unit Agreement Class A (2016 grants and thereafter).(2) 10(ss)* Market Share Unit Agreement Class B (2016 grants and thereafter).(2) 10(tt)* Market Share Unit Agreement (Gross Margin Performance Vesting) Class A (2016 grants and thereafter).(2) 10(uu)* Market Share Unit Agreement (Gross Margin Performance Vesting) Class B (2016 grants and thereafter).(2) 10(vv)* Market Share Unit Agreement (Debt Reduction Performance Vesting) Class A (2016 grants and thereafter).(2) 10(ww)* Market Share Unit Agreement (Debt Reduction Performance Vesting) Class B (2016 grants and thereafter).(2) 10(xx)* Premium-Priced Incentive Stock Option Agreement Class A (2016 grants and thereafter).(2) 10(yy)* Premium-Priced Non-qualified Stock Option Agreement Class B (2016 grants and thereafter).(2) 10(zz)* Incentive Stock Option Agreement Class A (2016 grants and thereafter).(2) 10(aaa)* Restricted Share Unit Agreement Class A (2016 grants and thereafter).(2) 10(bbb)* Director Restricted Share Unit Agreement Class A (2016 grants and thereafter).(2) 10(ccc)* Market Share Unit Agreement (Pre-tax Profit performance Vesting) Class A (2017 grants and thereafter).(28) 10(ddd)* Market Share Unit Agreement (Pre-tax Profit performance Vesting) Class B (2017 grants and thereafter).(28) 10(eee)* Market Share Unit Agreement (Gross Margin Improvement Performance Vesting) Class A (2017 grants and thereafter).(28) 10(fff)* Market Share Unit Agreement (Gross Margin Improvement Performance Vesting) Class B (2017 grants and thereafter).(28) 10(ggg)* Market Share Unit Agreement Class A (Pre-tax Profit Performance Vesting) (2018 grants and thereafter).(35) 10(hhh)* Market Share Unit Agreement Class B (Pre-tax Profit Performance Vesting) (2018 grants and thereafter).(35) 10(iii)* Market Share Unit Agreement Class A (Stock MultiplierPerformance Vesting) (2018 grants and thereafter).(35) 10(jjj)* Market Share Unit Agreement Class B (Stock Multiplier Performance Vesting) (2018 grants and thereafter).(35) 10(kkk)* Market Share Unit Agreement Class A (Community Count Performance Vesting) (2018 grants and thereafter).(35) 10(lll)* Market Share Unit Agreement Class B (Community Count Performance Vesting) (2018 grants and thereafter).(35) 10(mmm)* Premium-Priced Incentive Stock Option Agreement Class A (2018 grants and thereafter).(35) 10(nnn)* Premium-Priced Non-Qualified Stock Option Agreement Class B (2018 grants and thereafter).(35) 10(ooo)* Incentive Stock Option Agreement Class A (2018 grants and thereafter).(35) 10(ppp)* Non-Qualified Stock Option Agreement Class B (2018 grants and thereafter).(35) 10(qqq)* Director Stock Option Agreement Class A (2018 grants and thereafter).(35) 10(rrr)* Form of Letter Agreement entered into with Lucian Theon Smith III.(12) 10(sss)* Amendment to Form of Letter Agreement entered into with Lucian Theon Smith III.(32) 10(ttt) First Lien Collateral Agency Agreement, dated as of September 8, 2016, among Wilmington Trust, National Association, in its capacity as Existing Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacity as 9.50% Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacity as Collateral Agent (as defined therein), K. Hovnanian Enterprises, Inc., and the Grantors (as defined therein).(2) 10(uuu) First Supplemental Guarantee, dated as of September 10, 2018, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as administrative agent, relating to the $125,000,000 Credit Agreement dated January 29, 2018. 10(vvv) Security Agreement, dated as of September 10, 2018, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other grantors party thereto and Wilmington Trust, National Association, as collateral agent, relating to the $125,000,000 Credit Agreement dated January 29, 2018. 10(www) Trademark Security Agreement, dated as of September 10, 2018, between K HOV IP, II, Inc. and Wilmington Trust, National Association, as collateral agent, relating to the $125,000,000 Credit Agreement dated January 29, 2018. 10(xxx) Pledge Agreement, dated as of September 10, 2018, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the pledgors party thereto and Wilmington Trust, National Association, as collateral agent, relating to the $125,000,000 Credit Agreement dated January 29, 2018. 10(yyy) Joinder to Intercreditor Agreement and Mortgage Tax Collateral Agency Agreement, dated as of September 10, 2018, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the subsidiary guarantors party thereto, Wilmington Trust, National Association, as administrative agent, Wilmington Trust, National Association, as junior joint collateral agent and Wilmington Trust, National Association, as mortgage tax collateral agent, relating to the $125,000,000 Credit Agreement dated January 29, 2018. 21 Subsidiaries of the Registrant. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Deloitte & Touche LLP. 23(c) Consent of Deloitte & Touche LLP. 31(a) Rule13a-14(a)/15d-14(a) Certification of Chief Executive Officer. 31(b) Rule13a-14(a)/15d-14(a) Certification of Chief Financial Officer. 32(a) Section1350 Certification of Chief Executive Officer. 32(b) Section1350 Certification of Chief Financial Officer. 99(a) Financial Statements of GTIS HOV Holdings V, L.L.C. 99(b) Financial Statements of GTIS HOV Holdings VI, L.L.C.

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

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