UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): October 13, 2009 (October 9, 2009)
Champion Enterprises, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
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1-9751
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38-2743168 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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755 W Big Beaver Rd, Suite 1000, Troy, Michigan
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48084 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(248) 614-8200
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On October 9, 2009, Champion Enterprises, Inc. (the Company) and Champion Home Builders Co.
(Champion Homes), a wholly-owned subsidiary of the Company, and certain additional subsidiaries
of the Company entered into a waiver and forbearance agreement (the Forbearance Agreement)
relating to the Amended and Restated Credit Agreement among the Company, Champion Homes, Credit
Suisse, Cayman Islands Branch (Credit Suisse), as Administrative Agent, and the lenders party
thereto (the Lenders), dated as of April 7, 2006, as amended (the Credit Agreement).
Pursuant to the Forbearance Agreement, the Lenders have agreed to forbear from taking certain
actions as a result of the Companys failure to pay principal installments under the Credit
Agreement in the amount of $1,500,000, that were payable on or about September 30, 2009, and
interest and fee payments in the amount of approximately $1,918,872, that were payable on or about
October 5, 2009. Moreover, the Forbearance Agreement provides waivers of certain financial
covenants as of the end of the Companys 2nd and 3rd quarters of 2009.
Pursuant to the terms of the Forbearance Agreement, the Lenders have agreed to forbear from
accelerating the maturity of the loans outstanding under the Credit Agreement and from exercising
other remedies under the Credit Agreement until October 30, 2009. However, the Forbearance
Agreement is subject to termination prior to such date upon the occurrence of certain triggering
events described in the Forbearance Agreement. The foregoing description does not purport to be
complete and is qualified in its entirety by reference to the text of the Forbearance Agreement,
which is attached as Exhibit 10.1 to this Current Report and is incorporated into this Item 1.01 by
reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit |
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Number |
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10.1
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Waiver and Forbearance Agreement. |