Hovnanian Enterprises Announces Reverse Stock Split
March 29 2019 - 8:30AM
Hovnanian Enterprises, Inc. (NYSE: HOV), a leading national
homebuilder, announced today the completion of a 1-for-25 reverse
stock split of the Company’s outstanding and treasury shares of its
Class A common stock and Class B common stock, together with a
proportionate reduction in the number of authorized shares of each
such class. The par value of the Company’s common stock was
unchanged at $0.01 per share after the reverse stock split. The
reverse stock split became effective at 12:01 am on March 29, 2019
and the Company’s shares of Class A common stock will begin trading
on a split adjusted basis on the New York Stock Exchange (“NYSE”)
when the market opens on March 29, 2019 under the Company’s
existing symbol “HOV.” The Company’s Class A common stock has
been assigned a new CUSIP number of 442487401 and the Company’s
Class B common stock has been assigned a new CUSIP number of
442487500 in connection with the reverse stock split.
The amendments to the Company’s certificate of
incorporation effecting the reverse stock split and authorized
share reduction were approved by the Company’s shareholders at the
Company’s annual meeting of shareholders on March 19, 2019.
The Company’s Board of Directors approved the reverse stock split
at a 1-for-25 ratio also on March 19, 2019. The reverse
stock split is primarily intended to increase the per share trading
price of the Company’s Class A common stock to regain
compliance with the minimum average closing price criteria set
forth in the NYSE’s Listed Company Manual.
At the effective time of the reverse stock
split, every 25 shares of the Company’s issued shares (including
treasury shares) of common stock were converted to one share of
common stock. The reverse stock split will affect all stockholders
uniformly and will not alter any stockholder’s percentage ownership
interest or proportionate voting power in the Company, except to
the extent that the reverse stock split results in fractional
shares. No fractional shares will be issued in connection with the
reverse stock split. Stockholders who would otherwise be entitled
to receive a fractional share will instead receive a cash
payment.
Hovnanian’s transfer agent, Computershare Inc.,
is acting as the exchange agent and transfer agent for the reverse
stock split. Stockholders holding their shares of common stock in
book-entry form or in “street name” need not take any action in
connection with the reverse stock split. Stockholders holding their
shares of common stock in certificated form will soon receive a
letter of transmittal from Computershare with instructions on how
to surrender certificates representing pre-split common
shares. Beneficial holders are encouraged to contact their
bank, broker or custodian with any procedural questions.
ABOUT HOVNANIAN ENTERPRISES, INC.:
Hovnanian Enterprises, Inc., founded in 1959 by
Kevork S. Hovnanian, is headquartered in Matawan, New Jersey and,
through its subsidiaries, is one of the nation’s largest
homebuilders with operations in Arizona, California, Delaware,
Florida, Georgia, Illinois, Maryland, New Jersey, Ohio,
Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and
West Virginia. The Company’s homes are marketed and sold under the
trade names K. Hovnanian® Homes and Brighton Homes®.
Additionally, the Company’s subsidiaries, as developers of K.
Hovnanian’s® Four Seasons communities, make the Company one of
the nation’s largest builders of active lifestyle communities.
Additional information on Hovnanian Enterprises,
Inc. can be accessed through the “Investor Relations” section of
the Hovnanian Enterprises’ website at http://www.khov.com. To be
added to Hovnanian's investor e-mail list, please send an e-mail to
IR@khov.com or sign up at http://www.khov.com.
FORWARD-LOOKING STATEMENTS
All statements in this press release
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 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. 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 our 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) geopolitical
risks, terrorist acts and other acts of war; (24) loss of key
management personnel or failure to attract qualified personnel;
(25) information technology failures and data security breaches;
(26) negative publicity; and (27) certain risks, uncertainties and
other factors described in detail in the Company’s Annual Report on
Form 10-K for the fiscal year ended October 31, 2018 and subsequent
filings with the Securities and Exchange Commission. Except as
otherwise required by applicable securities laws, 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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Contact: |
J. Larry
Sorsby |
Jeffrey
T. O’Keefe |
|
Executive
Vice President & CFO |
Vice
President, Investor Relations |
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732-747-7800 |
732-747-7800 |
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