AUBURN HILLS, Mich., Oct. 29 /PRNewswire-FirstCall/ -- Champion
Enterprises, Inc. (NYSE: CHB), a leader in factory-built construction,
today announced it has commenced a cash tender offer for any and all of its
outstanding $82,298,000 aggregate principal amount of 7-5/8% Senior Notes
due 2009 (the "Notes") on the terms and subject to the conditions set forth
in the company's Offer to Purchase and Consent Solicitation Statement dated
Oct. 29, 2007. The tender offer will expire at 12:00 midnight, New York
City time, on Nov. 27, 2007, unless extended or earlier terminated by the
company. In connection with the cash tender offer, the company is also
soliciting consents to amend the indenture under which the Notes were
issued to eliminate or make less restrictive substantially all of the
restrictive covenants contained in the indenture. The tender offer
documents more fully set forth the terms of the tender offer and consent
solicitation.
The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Payment Deadline
described below, and accepted for purchase pursuant to the tender offer,
will be determined as specified in the tender offer documents and will be
equal to the present value on the applicable payment date, minus accrued
interest of (A) the scheduled payment of principal of the Notes on May 15,
2009, the maturity date of the Notes (the "Maturity Date") and (B) the
remaining scheduled interest payments on the Notes to and including the
Maturity Date, in each case determined on the basis of a yield to the
Maturity Date equal to the sum of (1) the yield on the 3.875% U.S. Treasury
note due May 15, 2009 (the "Reference Treasury Security"), as calculated by
Credit Suisse Securities (USA) LLC ("Credit Suisse"), acting as dealer
manager, in accordance with standard market practice, based on the bid side
price for the Reference Treasury Security as of the price determination
date, as described in the tender offer documents, plus (2) a fixed spread
of 50 basis points.
Each holder who validly tenders its Notes and delivers consents on or
prior to 5:00 p.m., New York City time, on Nov. 9, 2007 (the "Consent
Payment Deadline") will be entitled to a consent payment, which is included
in the total consideration above, of $30 for each $1,000 principal amount
of Notes tendered by such holder if such Notes are accepted for purchase
pursuant to the tender offer. Holders who tender Notes after the Consent
Payment Deadline, but prior to the expiration of the tender offer, will not
be entitled to receive the consent payment.
Prior to the expiration of the tender offer, upon satisfaction or
waiver of the conditions to the tender offer, the company may, at its
option, accept and pay for the tendered Notes. Subject to limited
conditions, all Notes tendered after the Consent Payment Deadline for
purchase will be accepted and paid for promptly following the expiration
date of the tender offer. Holders will be paid accrued and unpaid interest
up to but not including the applicable date of payment.
The company's obligation to consummate the tender offer is conditioned
upon the satisfaction of certain conditions, including (i) the receipt of
sufficient proceeds from the issuance of new notes, on or prior to the
Initial Acceptance Date or the Final Acceptance Date, as the case may be,
on terms satisfactory to the company to fund the tender offer expenses, and
the effectiveness of a credit facility amendment upon terms and conditions
satisfactory to the company, (ii) the tender of Notes representing a
majority of the principal amount of the outstanding amount of the Notes,
and (iii) the execution of a supplemental indenture implementing the
applicable proposed amendments to the Indenture following receipt of the
requisite consents. Full details of the terms and conditions of the tender
offer are included in the company's Offer to Purchase and Consent
Solicitation Statement dated Oct. 29, 2007.
The company has retained Credit Suisse as dealer manager and
solicitation agent in connection with the tender offer and consent
solicitation. Questions about the tender offer and consent solicitation may
be directed to Credit Suisse at (212) 325-4951 (collect). Holders can
request documents from D.F. King & Co., Inc., the information agent and
tender agent, at (999) 887-0082 (U.S. toll free) or (212) 269-5550
(collect).
This press release is neither an offer to purchase nor a solicitation
of an offer to sell the Notes or any other security. The tender offer is
made only by the Offer to Purchase and Consent Solicitation Statement dated
Oct. 29, 2007. The tender offer is not being made directly or indirectly to
any resident or person located in Italy or in any other jurisdiction where
the tender offer would be unlawful.
About Champion
Auburn Hills, Michigan-based Champion Enterprises, Inc., a leader in
factory-built construction, operates 32 manufacturing facilities in North
America and the United Kingdom working with independent retailers, builders
and developers. The Champion family of builders produces manufactured and
modular homes, as well as modular buildings for government and commercial
applications.
Forward Looking Statements
This news release contains, in addition to historical information,
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based
on the company's current assumptions, expectations and projections about
future events. Words like "believe," "anticipate," "intend," "estimate,"
"expect," "project" and similar expressions are used to identify
forward-looking statements, although not all forward-looking statements
contain these words. These forward-looking statements are necessarily
estimates reflecting the best judgment of the company's senior management
and involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the forward-looking
statements.
Investors should consider the information contained in the company's
filings with the SEC, including its Annual Report on Form 10-K for the 2006
fiscal year, especially in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors" sections,
its most recent Quarterly Reports on Form 10-Q and its Current Reports on
Form 8-K. Other unknown or unpredictable factors also could have material
adverse effects on the company's future results, performance or
achievements. In light of these risks, uncertainties, assumptions and
factors, the forward-looking events discussed in this news release may not
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated, or if
no date is stated, as of the date of this news release.
The company is not under any obligation and does not intend to make
publicly available any update or other revisions to any of the
forward-looking statements contained in this news release to reflect
circumstances existing after the date of this news release or to reflect
the occurrence of future events even if experience or future events make it
clear that any expected results expressed or implied by those
forward-looking statements will not be realized.
SOURCE Champion Enterprises, Inc.
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Related links:
http://www.championhomes.com
http://www.prnewswire.com/comp/110861.html /
CONTACT:
Laurie Van Raemdonck, Vice President,
Investor Relations, +1-248-340-7731,
lvanraemdonck@championhomes.net, Phyllis Knight, Executive Vice
President and CFO, +1-248-340-9090, both of Champion Enterprises,
Inc.
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