Filed Pursuant to Rule 433
Registration No. 333-146980
October 29, 2007
Free Writing Prospectus
(To Prospectus dated October 29, 2007 and
Prospectus Supplement
dated October 29, 2007)
Contacts:
Laurie Van Raemdonck
Vice President, Investor Relations
(248) 340-7731
lvanraemdonck@championhomes.net
or
Phyllis Knight
Executive Vice President and CFO
(248) 340-9090
Champion Enterprises Prices Offering of $160 Million of Convertible Senior Notes
AUBURN HILLS, Mich., Oct. 30, 2007 Champion Enterprises, Inc. (NYSE: CHB), a leader in
factory-built construction, today announced the pricing of the previously announced public offering
of convertible senior notes due 2037. The
transaction was increased in size from the previously announced
aggregate principal amount of $130
million to $160 million. The company has also granted to the underwriter of the offering an option
to purchase up to an additional $20 million aggregate principal amount of notes solely to cover
over-allotments. Credit Suisse Securities (USA) LLC is acting as the underwriter and sole
bookrunning manager for the convertible notes offering.
The notes will bear interest at a rate of 2.75% per year, payable on May 1 and Nov. 1, beginning on
May 1, 2008. The notes will mature on Nov. 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 the company will have the right to redeem the
notes, in whole or in part. Holders of the notes have the right to require the company to
repurchase all or a portion of their notes on Nov. 1 of each of 2012, 2017, 2022, 2027 and 2032.
The notes will be convertible, under certain circumstances, at the holders option, at an initial
conversion rate of 47.6954 shares of the companys common stock per $1,000 principal amount of
notes (or an initial conversion price of approximately $20.97 per
share of common stock),
representing an 82% conversion premium based on the closing price of $11.52 per share
of the companys common stock on Oct. 29, 2007. The conversion rate and the conversion price will
be subject to adjustment in certain events.
The company intends to use approximately $97 million of the net proceeds of the notes offering to
repurchase its notes due 2009 tendered in a tender offer, including the tender premium and any
accrued interest thereon, repay no less than $8 million of the
outstanding principal, plus accrued
interest, under its term loan due 2012 and pay related fees and expenses. The remaining net
proceeds of approximately $58 million, or approximately $78 million if the underwriters exercise
their over-allotment option in full, will be used for general corporate purposes.
Closing of the public offering of the notes is expected to occur on Nov. 2, 2007 and will be
subject to the satisfaction of various customary closing conditions.
Champion Enterprises Prices Offering of $160 Million of Convertible Senior Notes
Page 2
This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
Champion Enterprises, Inc. has filed a registration statement (including a prospectus and
prospectus supplement) with the SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus (including the prospectus supplement) in that
registration statement and other documents Champion Enterprises, Inc. has filed with the SEC for
more complete information about Champion Enterprises, Inc. and this offering. You may get these
documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Champion
Enterprises, Inc., the underwriter or any dealer participating in the offering will arrange to send
you the prospectus and prospectus supplement if you request them by calling Credit Suisse
Securities (USA) LLC toll free at 1-800-221-1037 or Champion Enterprises, Inc. toll free at
1-888-603-0071.
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 companys 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 companys 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 companys filings with the SEC,
including its Annual Report on Form 10-K for the 2006 fiscal year, especially in the Managements
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 companys
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.