XML 33 R19.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Note 12 - Senior Notes and Credit Facilities
3 Months Ended
Jan. 31, 2020
Notes to Financial Statements  
Long-term Debt [Text Block]
12.
Senior Notes and Credit Facilities
 
Senior notes and credit facilities balances as of
January 31, 2020
and
October 31, 2019
, were as follows:
 
   
January 31,
   
October 31,
 
(In thousands)
 
2020
   
2019
 
Senior Secured Notes:
           
10.0% Senior Secured Notes due July 15, 2022
 
$195,842
   
$218,994
 
10.5% Senior Secured Notes due July 15, 2024
 
69,683
   
211,391
 
7.75% Senior Secured 1.125 Lien Notes due February 15, 2026
 
350,000
   
350,000
 
10.5% Senior Secured 1.25 Lien Notes due February 15, 2026
 
282,322
   
282,322
 
11.25% Senior Secured 1.5 Lien Notes due February 15, 2026
 
103,141
   
103,141
 
10.0% Senior Secured 1.75 Lien Notes due November 15, 2025
 
158,502
   
-
 
Total Senior Secured Notes
 
$1,159,490
   
$1,165,848
 
Senior Notes:
           
8.0% Senior Notes due November 1, 2027 (1)
 
$-
   
$-
 
13.5% Senior Notes due February 1, 2026
 
90,590
   
90,590
 
5.0% Senior Notes due February 1, 2040
 
90,120
   
90,120
 
Total Senior Notes
 
$180,710
   
$180,710
 
Senior Unsecured Term Loan Credit Facility due February 1, 2027
 
$39,551
   
$202,547
 
Senior Secured 1.75 Lien Term Loan Credit Facility due January 31, 2028
 
$81,498
   
$-
 
Senior Secured Revolving Credit Facility (2)
 
$-
   
$-
 
Net discounts and premiums
 
$23,503
   
$(49,145
)
Net debt issuance costs
 
$(24,552
)  
$(19,970
)
Total Senior Notes and Credit Facilities, net of discount, premium and debt issuance costs
 
$1,460,200
   
$1,479,990
 
 
(
1
$26.0
million of
8.0%
Senior Notes are owned by a wholly-owned consolidated subsidiary of HEI. Therefore, in accordance with GAAP, such notes are
not
reflected on the Condensed Consolidated Balance Sheets of HEI. On
November 1, 2019,
the maturity of the
8.0%
Senior Notes was extended to
November 1, 2027.
 
(
2
) At
January 31, 2020,
provides for up to
$125.0
million in aggregate amount of senior secured
first
lien revolving loans. Availability thereunder will terminate on
December 28, 2022.
 
General
 
Except for K. Hovnanian, the issuer of the notes and borrower under the Credit Facilities (as defined below), our home mortgage subsidiaries, certain of our title insurance subsidiaries, joint ventures and subsidiaries holding interests in our joint ventures, we and each of our subsidiaries are guarantors of the Credit Facilities, the senior secured notes and senior notes outstanding at
January 31, 2020 (
collectively, the “Notes Guarantors”).
 
The credit agreements governing the Credit Facilities and the indentures governing the senior secured and senior notes (together, the “Debt Instruments”) outstanding at
January 
31,
2020
do
not
contain any financial maintenance covenants, but do contain restrictive covenants that limit, among other things, the ability of HEI and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (other than non-recourse indebtedness, certain permitted indebtedness and refinancing indebtedness), pay dividends and make distributions on common and preferred stock, repay certain indebtedness prior to its respective stated maturity, repurchase common and preferred stock, make other restricted payments (including investments), sell certain assets (including in certain land banking transactions), incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of their assets and enter into certain transactions with affiliates. The Debt Instruments also contain customary events of default which would permit the lenders or holders thereof to exercise remedies with respect to the collateral (as applicable), declare the loans made under the Unsecured Term Loan Facility (defined below) (the “Unsecured Term Loans”), loans made under the Secured Term Loan Facility (defined below) (the “Secured Term Loans”) and loans made under the Secured Credit Agreement (as defined below) (the “Secured Revolving Loans”) or notes to be immediately due and payable if
not
cured within applicable grace periods, including the failure to make timely payments on the Unsecured Term Loans, Secured Term Loans, Secured Revolving Loans or notes or other material indebtedness, cross default to other material indebtedness, the failure to comply with agreements and covenants and specified events of bankruptcy and insolvency, with respect to the Unsecured Term Loans, Secured Term Loans and Secured Revolving Loans, material inaccuracy of representations and warranties and with respect to the Unsecured Term Loans, Secured Term Loans and Secured Revolving Loans, a change of control, and, with respect to the Secured Term Loans, Secured Revolving Loans and senior secured notes, the failure of the documents granting security for the obligations under the secured Debt Instruments to be in full force and effect, and the failure of the liens on any material portion of the collateral securing the obligations under the secured Debt Instruments to be valid and perfected. As of
January 31, 2020,
we believe we were in compliance with the covenants of the Debt Instruments.
 
If our consolidated fixed charge coverage ratio is less than
2.0
to
1.0,
as defined in the applicable Debt Instrument, we are restricted from making certain payments, including dividends, and from incurring indebtedness other than certain permitted indebtedness, refinancing indebtedness and nonrecourse indebtedness. As a result of this ratio restriction, we are currently restricted from paying dividends (in the case of the payment of dividends on preferred stock, our secured debt leverage ratio must also be less than
4.0
to
1.0
), which are
not
cumulative, on our
7.625%
Series A Preferred Stock. We anticipate that we will continue to be restricted from paying dividends for the foreseeable future. Our inability to pay dividends is in accordance with covenant restrictions and will
not
result in a default under our Debt Instruments or otherwise affect compliance with any of the covenants contained in our Debt Instruments.
 
Under the terms of our Debt Instruments, we have the right to make certain redemptions and prepayments and, depending on market conditions and covenant restrictions,
may
do so from time to time. We also continue to actively analyze and evaluate our capital structure and explore transactions to simplify our capital structure and to strengthen our balance sheet, including those that reduce leverage and/or extend maturities, and will seek to do so with the right opportunity. We
may
also continue to make debt purchases and/or exchanges for debt or equity from time to time through tender offers, exchange offers, open market purchases, private transactions, or otherwise, or seek to raise additional debt or equity capital, depending on market conditions and covenant restrictions.
 
Fiscal
2020
 
On
December 10, 2019,
K. Hovnanian consummated an exchange offer pursuant to which it issued
$158.5
million aggregate principal amount of
10.0%
1.75
Lien Notes due
2025
(the
“1.75
Lien Notes”) in exchange for
$23.2
million in aggregate principal amount of its outstanding
10.0%
Senior Secured Notes due
2022
(the
“10.0%
2022
Notes”) and
$141.7
million in aggregate principal amount of its outstanding
10.5%
Senior Secured Notes due
2024
(the
“10.5%
2024
Notes” and, together with the
10.0%
2022
Notes, the “Second Lien Notes”). K. Hovnanian also exchanged
$163.0
million in aggregate principal amount of its Unsecured Term Loans for
$81.5
million in aggregate principal amount of Secured Term Loans made under a new Senior Secured
1.75
Lien Term Loan Credit Facility due
January 31, 2028 (
the “Secured Term Loan Facility”). There was
no
cash consideration in these exchanges. These secured notes and term loan exchanges were accounted for in accordance with ASC
470
-
60,
resulting in a carrying value of
$164.9
million and
$148.8
million, respectively, for the
$158.5
million of
1.75
Lien Notes and
$81.5
million of Secured Term Loans, respectively, and a net gain on extinguishment of debt of
$9.5
million, which is included as “Gain on Extinguishment of Debt” on the Condensed Consolidated Statement of Operations. The effect of this gain on a per share basis was
$0.65,
excluding the impact of taxes, as our deferred tax assets are fully reserved by a valuation allowance.
 
The
1.75
Lien Notes were issued under an Indenture, dated as of
December 10, 2019,
among HEI, K. Hovnanian, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The
1.75
Lien Notes are guaranteed by HEI and the Notes Guarantors and the
1.75
Lien Notes and the guarantees thereof will be secured by substantially all of the assets owned by K. Hovnanian and the Notes Guarantors, subject to permitted liens and certain exceptions. Interest on the
1.75
Lien Notes is payable semi-annually on
May 15
and
November 15
of each year, beginning on
May 15, 2020,
to holders of record at the close of business on
May 1
or
November 1,
as the case
may
be, immediately preceding each such interest payment date. The
1.75
Lien Notes have a maturity of
November 15, 2025.
 
The
1.75
Lien Notes are redeemable in whole or in part at K. Hovnanian’s option at any time prior to
November 15, 2021
at a redemption price equal to
100.0%
of their principal amount plus an applicable “Make-Whole Amount”. At any time and from time to time on or after
November 15, 2021
and prior to
November 15, 2022,
K. Hovnanian
may
redeem some or all of the
1.75
Lien Notes at a redemption price equal to
105.00%
of their principal amount, at any time and from time to time after
November 15, 2022
and prior to
November 15, 2023,
K. Hovnanian
may
redeem some or all of the
1.75
Lien Notes at a redemption price equal to
102.50%
of their principal amount and at any time and from time to time after
November 15, 2023,
K. Hovnanian
may
redeem some or all of the
1.75
Lien Notes at a redemption price equal to
100.0%
of their principal amount. In addition, K. Hovnanian
may
also redeem up to
35.0%
of the aggregate principal amount of the
1.75
Lien Notes prior to
November 15, 2021
with the net cash proceeds from certain equity offerings at
110.00%
of principal.  
 
The Secured Term Loans and the guarantees thereof will be secured on a pari passu basis with the
1.75
Lien Notes by the same assets that will secure the
1.75
Lien Notes, subject to permitted liens and certain exceptions. The Secured Term Loans bear interest at a rate equal to
10.0%
per annum and will mature on
January 31, 2028. 
The Secured Term Loans bear interest at a rate equal to
10.0%
per annum and interest is payable in arrears, on the last business day of each fiscal quarter. The Secured Term Loans
may
be voluntarily prepaid in whole or in part at K. Hovnanian’s option at any time prior to
November 15, 2021
at a prepayment price equal to
100.0%
of their principal amount plus any applicable “Make-Whole Amount”. At any time and from time to time on or after
November 15, 2021
and prior to
November 15, 2022,
K. Hovnanian
may
voluntarily prepay some or all of the Secured Term Loans at a prepayment price equal to
105.00%
of their principal amount, at any time and from time to time after
November 15, 2022
and prior to
November 15, 2023,
K. Hovnanian
may
voluntarily prepay some or all of the Secured Term Loans at a prepayment price equal to
102.50%
of their principal amount and at any time and from time to time after
November 15, 2023,
K. Hovnanian
may
voluntarily prepay some or all of the Secured Term Loans at a prepayment price equal to
100.0%
of their principal amount.
  
Fiscal
2019
 
On
January 15, 2019, 
K. Hovnanian issued
$25.0
million in aggregate principal amount of the additional
10.5%
2024
Notes to GSO Capital Partners LP (“GSO”) or
one
or more funds managed, advised or sub-advised by GSO (collectively, the “GSO Entities”) at a discount for a purchase price of
$21.3
million in cash. The additional
10.5%
2024
Notes were issued as additional notes of the same series as the
10.5%
2024
Notes.
 
On
October 31, 2019,
K. Hovnanian, HEI, the Notes Guarantors, Wilmington Trust, National Association, as administrative agent, and affiliates of certain investment managers (the “Investors”), as lenders, entered into a credit agreement (the “Secured Credit Agreement” and, together with the Unsecured Term Loan Facility and the Secured Term Loan Facility, the “Credit Facilities”) providing for up to
$125.0
million in aggregate amount of Secured Revolving Loans to be used for general corporate purposes, upon the terms and subject to the conditions set forth therein. Secured Revolving Loans are to be borrowed by K. Hovnanian and guaranteed by the Notes Guarantors. Availability under the Secured Credit Agreement will terminate on
December 28, 2022.
The Secured Revolving Loans bear interest at a rate per annum equal to
7.75%,
and interest is payable in arrears, on the last business day of each fiscal quarter.
 
On
October 31, 2019,
K. Hovnanian completed private placements of senior secured notes as follows: (i) K. Hovnanian issued an aggregate of
$350.0
million of
7.75%
Senior Secured
1.125
Lien Notes due
2026
(the
“1.125
Lien Notes”) in part pursuant to a Note Purchase Agreement, dated
October 31, 2019,
among K. Hovnanian, the Notes Guarantors and certain Investors as purchasers thereof (the
“1.125
Lien Notes Purchase Agreement”) and in part pursuant to the Exchange Agreement (as defined below), with the proceeds from the sale of
1.125
Lien Notes under the
1.125
Lien Notes Purchase Agreement used to fund the cash payments to certain Exchanging Holders (as defined below) under the Exchange Agreement; and (ii) K. Hovnanian issued an aggregate of
$282.3
million of
10.5%
Senior Secured
1.25
Lien Notes due
2026
(the
“1.25
Lien Notes”), pursuant to a Note Purchase Agreement (the
“1.25
Lien Notes Purchase Agreement”), dated
October 31, 2019,
among K. Hovnanian, the Notes Guarantors and certain Investors as purchasers thereof (the
“1.25
Lien Notes Purchasers”), the proceeds of which were used to fund the Satisfaction and Discharge (as defined below).
 
In addition, on
October 31, 2019,
K. Hovnanian completed private exchanges of (i) approximately
$221.0
million aggregate principal amount of its
10.0%
2022
Notes and approximately
$114.0
million aggregate principal amount of its
10.5%
2024
Notes held by certain participating bondholders (the “Exchanging Holders”) for a portion of the
$350.0
million aggregate principal amount of
1.125
Lien Notes described above and/or cash, and (ii) approximately
$99.6
million aggregate principal amount of its
10.5%
2024
Notes held by certain of the Exchanging Holders for approximately
$103.1
million aggregate principal amount of
11.25%
Senior Secured
1.5
Lien Notes due
2026
(the
“1.5
Lien Notes” and, together with the
1.125
Lien Notes and the
1.25
Lien Notes, the “New Secured Notes”), pursuant to an Exchange Agreement, dated
October 30, 2019 (
the “Exchange Agreement”), among K. Hovnanian, the Notes Guarantors and the Exchanging Holders.
 
On
October 31, 2019,
K. Hovnanian issued notices of redemption for all of its outstanding
9.50%
Senior Secured Notes due
2020
(the
“9.50%
Notes”),
2.000%
Senior Secured Notes due
2021
(the
“2.000%
Notes”) and
5.000%
Senior Secured Notes due
2021
(the
“5.000%
Notes”) and deposited with Wilmington Trust, National Association, as trustee under the indenture (the
“9.50%
Notes Indenture”) governing the
9.50%
Notes and as trustee under the indenture (the
“5.000%/2.000%
Notes Indenture”) governing the
5.000%
Notes and the
2.000%
Notes sufficient funds to satisfy and discharge (collectively, the “Satisfaction and Discharge”) (i) the
9.50%
Indenture and to fund the redemption of all outstanding
9.50%
Notes and to pay accrued and unpaid interest on the redeemed notes to, but
not
including, the
November 10, 2019
redemption date and (ii) the
5.000%/2.000%
Indenture and to fund the redemption of all outstanding
5.000%
Notes and
2.000%
Notes and to pay accrued and unpaid interest on the redeemed notes to, but
not
including, the
November 30, 2019
redemption date. Proceeds from the issuance of the
1.25
Lien Notes together with cash on hand were used to fund the Satisfaction and Discharge. Upon the Satisfaction and Discharge of the
9.50%
Notes Indenture, all of the collateral securing the
9.50%
Notes was released and the restrictive covenants and events of default contained therein ceased to have effect and upon the Satisfaction and Discharge of the
5.000%/2.000%
Notes Indenture, all of the collateral securing the
5.000%
Notes and the
2.000%
Notes was released and the restrictive covenants and events of default contained therein ceased to have effect as to both such series of Notes.
 
HEI and K. Hovnanian obtained the consent of certain lenders/holders under its existing debt instruments to amend such debt instruments in connection with the issuance of the New Secured Notes and the execution of the indentures governing the New Secured Notes and the Secured Credit Agreement. HEI, K. Hovnanian and the guarantors also amended such debt instruments to add certain subsidiaries as guarantors thereunder and, in the case of the Second Lien Notes, to add such new guarantors as pledgors and grantors of their assets (subject to permitted liens and certain exceptions) to secure such Second Lien Notes.
 
Secured Obligations
 
The
10.0%
2022
Notes have a maturity of
July 15, 2022
and bear interest at a rate of
10.0%
per annum payable semi-annually on
January 15
and
July 15
of each year, to holders of record at the close of business on
January 1
and
July 1,
as the case
may
be, immediately preceding such interest payment dates. K. Hovnanian
may
also redeem some or all of the
10.0%
2022
Notes at
105.0%
of principal commencing
July 15, 2019,
at
102.50%
of principal commencing
July 15, 2020
and at
100.0%
of principal commencing
July 15, 2021.
 
The
10.5%
2024
Notes have a maturity of
July 15, 2024
and bear interest at a rate of
10.5%
per annum payable semi-annually on
January 15
and
July 15
of each year, to holders of record at the close of business on
January 1
and
July 1,
as the case
may
be, immediately preceding such interest payment dates. The
10.5%
2024
Notes are redeemable in whole or in part at our option at any time prior to
July 15, 2020
at
100.0%
of their principal amount plus an applicable “Make-Whole Amount.” K. Hovnanian
may
also redeem some or all of the
10.5%
2024
Notes at
105.25%
of principal commencing
July 15, 2020,
at
102.625%
of principal commencing
July 15, 2021
and at
100.0%
of principal commencing
July 15, 2022.
In addition, K. Hovnanian
may
also redeem up to
35.0%
of the aggregate principal amount of the
10.5%
2024
Notes prior to
July 15, 2020
with the net cash proceeds from certain equity offerings at
110.50%
of principal.
 
The
1.125
Lien Notes have a maturity of
February 15, 2026
and bear interest at a rate of
7.75%
per annum payable semi-annually on
February 15
and
August 15
of each year, to holders of record at the close of business on
February 1
and
August 1,
as the case
may
be, immediately preceding such interest payment dates. The
1.125
Lien Notes are redeemable in whole or in part at our option at any time prior to
February 15, 2022
at
100.0%
of their principal amount plus an applicable “Make-Whole Amount.” In addition, up to
35%
of the original aggregate principal amount of the
1.125
Lien Notes
may
be redeemed with the net cash proceeds from certain equity offerings at
107.75%
of principal at any time prior to
February 15, 2022.
K. Hovnanian
may
also redeem some or all of the
1.125
Lien Notes at
103.875%
of principal commencing
February 15, 2022,
at
101.937%
of principal commencing
February 15, 2023
and at
100.0%
of principal commencing
February 15, 2024.
 
The
1.25
Lien Notes have a maturity of
February 15, 2026
and bear interest at a rate of
10.5%
per annum payable semi-annually on
February 15
and
August 15
of each year, to holders of record at the close of business on
February 1
and
August 1,
as the case
may
be, immediately preceding such interest payment dates. The
1.25
Lien Notes are redeemable in whole or in part at our option at any time prior to
February 15, 2022
at
100.0%
of their principal amount plus an applicable “Make-Whole Amount.” In addition, up to
35%
of the original aggregate principal amount of the
1.25
Lien Notes
may
be redeemed with the net cash proceeds from certain equity offerings at
110.5%
of principal at any time prior to
February 15, 2022.
K. Hovnanian
may
also redeem some or all of the
1.25
Lien Notes at
105.25%
of principal commencing
February 15, 2022,
at
102.625%
of principal commencing
February 15, 2023
and at
100.0%
of principal commencing
February 15, 2024.
 
The
1.5
Lien Notes have a maturity of
February 15, 2026
and bear interest at a rate of
11.25%
per annum payable semi-annually on
February 15
and
August 15
of each year, to holders of record at the close of business on
February 1
and
August 1,
as the case
may
be, immediately preceding such interest payment dates. The
1.5
Lien Notes are redeemable in whole or in part at our option at any time prior to
February 15, 2026
at
100.0%
of their principal amount.
 
See “—
Fiscal
2020”
for a discussion of the
1.75
Lien Notes and the Secured Term Loans and “—
Fiscal
2019”
for a discussion of the Secured Credit Agreement.
 
Each series of secured notes and the guarantees thereof, the Secured Term Loans and the guarantees thereof and the Secured Credit Agreement and the guarantees thereof are secured by the same assets. Among the secured debt, the liens securing the Secured Credit Agreement are senior to the liens securing all of K. Hovnanian’s other secured notes and the Secured Term Loan. The liens securing the
1.125
Lien Notes are senior to the liens securing the
1.25
Lien Notes,
1.5
Lien Notes, the
1.75
Lien Notes, the Secured Term Loans, the Second Lien Notes and any other future secured obligations that are junior in priority with respect to the assets securing the
1.125
Lien Notes, the liens securing the
1.25
Lien Notes are senior to the liens securing the
1.5
Lien Notes, the
1.75
Lien Notes, the Secured Term Loans, the Second Lien Notes and any other future secured obligations that are junior in priority with respect to the assets securing the
1.25
Lien Notes, the liens securing the
1.5
Lien Notes are senior to the liens securing the
1.75
Lien Notes, the Secured Term Loans, the Second Lien Notes and any other future secured obligations that are junior in priority with respect to the assets securing the
1.5
Lien Notes, the liens securing the
1.75
Lien Notes and the Secured Term Loans (which are secured on a pari passu basis with each other) are senior to the liens securing the Second Lien Notes and any other future secured obligations that are junior in priority with respect to the assets securing the
1.75
Lien Notes and the Secured Term Loans, in each case, with respect to the assets securing such debt.
 
As of
January 31, 2020,
the collateral securing the Secured Credit Agreement, the Secured Term Loan Facility and the secured notes would have included (in the case of the Secured Credit Agreement, the Secured Term Loans, the New Secured Notes and the
1.75
Lien Notes, such collateral will be perfected in accordance with the terms of the applicable Debt Instrument) (
1
)
$87.8
million of cash and cash equivalents, which included
$18.5
million of restricted cash collateralizing certain letters of credit (subsequent to such date, fluctuations as a result of cash uses include general business operations and real estate and other investments along with cash inflow primarily from deliveries); (
2
)
$446.5
 million aggregate book value of real property, which does
not
include the impact of inventory investments, home deliveries or impairments thereafter and which
may
differ from the value if it were appraised; and (
3
) equity interests in joint venture holding companies with an aggregate book value of
$200.3
million.
 
Unsecured Obligations
 
On
January 29, 2018,
K. Hovnanian, the Notes Guarantors, Wilmington Trust, National Association, as administrative agent, and the GSO Entities entered into a senior unsecured term loan credit facility (the “Unsecured Term Loan Facility”), under which K. Hovnanian has borrowed approximately
$202.5
million of Unsecured Term Loans to fund, together with cash on hand, the redemption of certain of K. Hovnanian’s unsecured notes. The Term Loans bear interest at a rate equal to
5.0%
per annum and interest is payable in arrears, on the last business day of each fiscal quarter. The Term Loans will mature on
February 1, 2027.
On
February 1, 2018,
K. Hovnanian issued
$90.6
million aggregate principal amount of its
13.5%
Senior Notes due
2026
(the
“2026
Notes”) and
$90.1
million aggregate principal amount of its
5.0%
Senior Notes due
2040
(the
“2040
Notes”) under a new indenture in an exchange offer (the “Exchange Offer”) for
$170.2
million aggregate principal amount of K. Hovnanian’s
8.0%
Senior Notes. Also, as part of the Exchange Offer, K. Hovnanian at Sunrise Trail III, LLC, a wholly-owned subsidiary of HEI (the “Subsidiary Purchaser”), purchased for
$26.5
million in cash an aggregate of
$26.0
million in principal amount of the
8.0%
Notes (the “Purchased
8.0%
Notes”). The
2026
Notes and the
2040
Notes were issued by K. Hovnanian and guaranteed by certain of its subsidiaries, except the Subsidiary Purchaser, which does
not
guarantee the
2026
Notes or the
2040
Notes. The
2026
Notes bear interest at
13.5%
per annum and mature on
February 1, 2026.
The
2040
Notes bear interest at
5.0%
per annum and mature on
February 1, 2040.
Interest on the
2026
Notes and the
2040
Notes is payable semi-annually on
February 1
and
August 1
of each year to holders of record at the close of business on
January 15
or
July 15,
as the case
may
be, immediately preceding each such interest payment date.
 
K. Hovnanian’s
2026
Notes are redeemable in whole or in part at K. Hovnanian’s option at any time prior to
February 1, 2025
at a redemption price equal to
100%
of their principal amount plus an applicable “Make Whole Amount”. At any time and from time to time on or after
February 1, 2025,
K. Hovnanian
may
also redeem some or all of the
2026
Notes at a redemption price equal to
100.0%
of their principal amount.
 
At any time and from time to time on or after
February 1, 2020
and prior to
February 1, 2021,
K. Hovnanian
may
redeem some or all of the
2040
Notes at a redemption price equal to
102.50%
of their principal amount and at any time and from time to time after
February 1, 2021,
K. Hovnanian
may
also redeem some or all of the
2040
Notes at a redemption price equal to
100.0%
of their principal amount.  
 
Other
 
We have certain stand-alone cash collateralized letter of credit agreements and facilities under which there was a total of
$17.8
million and
$19.2
million letters of credit outstanding at
January 31, 2020
and
October 31, 2019,
respectively. These agreements and facilities require us to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash we have available for other uses. At
January 31, 2020
and
October 31, 2019,
the amount of cash collateral in these segregated accounts was
$18.5
million and
$19.9
million, respectively, which is reflected in “Restricted cash and cash equivalents” on the Condensed Consolidated Balance Sheets.