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): November 2, 2007 (October 29, 2007)
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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| 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan
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48326 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(248) 340-9090
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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.
Convertible
Senior Notes Offering
On October 29, 2007, Champion Enterprises, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC (the “Underwriter”)
relating to the sale by the Company of $160,000,000 aggregate
principal amount of 2.75% convertible senior notes due 2037 (the “Notes”), with an
option granted to the Underwriter to purchase up to an additional $20 million aggregate principal
amount of Notes solely to cover over-allotments. The Notes will be
issued under an indenture for senior debt securities between the Company and Wells Fargo Bank, N.A.,
as trustee (the “Trustee”), a form of which was filed as an exhibit to the Company’s S-3 filed on
October 29, 2007, which will be supplemented by a first supplemental indenture between the Company
and the Trustee, a form of which is filed herewith (the “Supplemental Indenture”).
The Notes will bear interest at a rate of 2.75% per year, payable May 1 and November 1 of each
year, beginning on May 1, 2008. The Notes are convertible under certain circumstances and, if not
converted earlier, mature on November 1, 2037. Holders of the
Notes may require the Company to
repurchase the Notes if the Company is involved in certain types of corporate transactions or other
events constituting a fundamental change. Beginning in 2012, holders
of the Notes will have the right to require the Company to repurchase all
or a portion of their Notes on November 1 of each 2012, 2017,
2022, 2027 and 2032.
The
foregoing description of the Underwriting Agreement and the
Supplemental Indenture are qualified in their entirety by reference
to the Underwriting Agreement and the
Supplemental Indenture, which are attached hereto as Exhibit 1.1
and Exhibit 4.1, respectively, and are incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibit.
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| Exhibit |
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Description |
1.1
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Underwriting Agreement, dated October 29, 2007, by and among the Company and the Underwriter named therein. |
4.1
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Form of First Supplemental
Indenture by and between the Company and the Trustee. |