Davis Polk advised Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC as dealer managers and solicitation agents in connection with Rule 144A/Regulation S exchange offers and a consent solicitation by K. Hovnanian Enterprises, Inc. Upon expiration of the exchange offers, K. Hovnanian Enterprises issued approximately $141.8 million aggregate principal amount of 5% senior secured notes due 2021 and $53.2 million aggregate principal amount of 2% senior secured notes due 2021 which, together with approximately $14.2 million in cash consideration, were exchanged for certain of its outstanding senior notes. The notes issued in the exchange offers are guaranteed by Hovnanian Enterprises, Inc. and substantially all of its restricted subsidiaries and are secured by a first-priority lien on the assets of certain of the subsidiary guarantors.

K. Hovnanian Enterprises, Inc. is a subsidiary of Hovnanian Enterprises, Inc., which is headquartered in Red Bank, New Jersey, and is one of the nation’s largest homebuilders.

The Davis Polk corporate team included partner Michael Kaplan, counsel Jeff Ramsay and associates Christopher R. Bornhorst and Russ McCracken (not yet admitted). Associate J.W. Perry provided credit advice. The tax team included partner Lucy W. Farr and associate Adam B. Perry. Counsel Loyti Cheng and associate Ona Oshen provided environmental advice. Karen S. Cottrell and Joshua Sills were the legal assistants on the transaction. Members of the Davis Polk team are based in the New York and London offices.