UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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.
Michigan
(State or Other Jurisdiction of Incorporation)
| 1-9751 | 38-2743168 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 755 W Big Beaver Rd, Suite 1000, Troy, Michigan | 48084 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(248) 614-8200
(Registrant’s Telephone Number, Including Area Code)
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 Company’s 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 Company’s 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.
| Exhibit | ||
| Number | ||
| 10.1 | Waiver and Forbearance Agreement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CHAMPION ENTERPRISES, INC. | ||||
| By: | /s/ ROGER K. SCHOLTEN | |||
| Roger K. Scholten | ||||
| Senior Vice President, General Counsel, and Secretary | ||||
Date: October 13, 2009