The Issuer: | Champion Enterprises, Inc. (NYSE: CHB). |
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Securities Offered: | 2.75% Convertible Senior Notes due 2037. |
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Aggregate Principal Amount Offered: | $160,000,000 |
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Over-allotment Option: | $20,000,000 |
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Maturity Date: | November 1, 2037. |
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Interest: | 2.75% per annum, accruing from the settlement date. |
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Interest Rate Reduction After November 1, 2012: | Beginning on November 1, 2012, during any six-month period thereafter from November 1 to April 30 and from May 1 to October 31, if the average trading price of a note for the five consecutive trading days immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the notes, we will reduce the 2.75% interest rate for the notes to 2.25% solely for the relevant interest period. |
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Interest Payment Dates: | Each May 1 and November 1, beginning on May 1, 2008. |
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Price to Public: | 100% |
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Underwriting Discount: | 2.75% per
note |
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Proceeds to the Issuer: | 97.25% per note. |
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NYSE Closing Price on October 29, 2007: | $11.52 per share. |
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Conversion Premium: | Approximately
82% above NYSE closing price on October 29, 2007. |
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Initial Base Conversion Price: | Approximately
$20.97 per share of common stock, subject to adjustment. |
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Initial Base Conversion Rate: | 47.6954 shares of common stock per $1,000 principal amount of notes,
subject to adjustment. |
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Daily Share Cap: | For any day during the observation period, the daily conversion rate
fraction shall not exceed
1/20th of
86.8056 shares of
common stock, subject to adjustment. |
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Incremental Share Factor: | 39.1102, subject to adjustment. |
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Trade Date: | October 30, 2007. |
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Settlement Date: | November 2, 2007. |
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CUSIP/ISIN: | 158496
AC3/US 158496AC37 |
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Underwriter: | Credit Suisse Securities (USA) LLC |
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Total Net Proceeds/Use of Proceeds: | The
proceeds from the offering will be approximately $155 million,
after deducting the underwriters discounts and commissions and
estimated offering expenses, assuming the underwriter does not
exercise its option to purchase additional notes to cover
over-allotments. If the underwriter exercises its option to purchase
additional notes to cover over-allotments in full, the net proceeds
from the offering will be approximately $175 million, after
deducting the underwriters discounts and commissions and estimated
offering expenses. |
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The
issuer intends to use approximately $97 million of the net
proceeds from the offering to repurchase its 7.625% Senior Notes due
2009 tendered in the tender offer together with the tender premium
and accrued interest, to repay a portion of the issuers outstanding
principal and accrued interest under its term loan due 2012 and pay
related fees and expenses. The remaining proceeds will be used for
general corporate purposes. |
Adjustment to Conversion Rate upon a Make-whole Fundamental Change: | The number of additional shares by which the applicable conversion rate for the notes will be increased for conversions in connection with a make-whole fundamental change will be determined by reference to the table below, based on the date on which the fundamental change occurs or becomes effective (the effective date) and the price paid per share of the issuers common stock in the fundamental change in the case of a make-whole fundamental change constituting a share exchange, exchange offer, tender offer, consolidation, merger or similar transaction described in clause (2) of the definition of fundamental change (determined without regard to the parenthetical in such clause (2)) in which holders of the issuers common stock receive only cash, or in the case of all other make-whole fundamental changes, the average of the last reported sale prices of the issuers common stock over the five trading-day period ending on the trading day immediately preceding the effective date of such other make-whole fundamental change (the stock price). |
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The stock prices set forth in the first row of the table below
(i.e., column headers) will be adjusted as of any date on which the
base conversion rate of the notes is otherwise adjusted. The
adjusted stock prices will equal the stock prices applicable
immediately prior to such adjustment, multiplied by a fraction, the
numerator of which is the base conversion rate in effect immediately
prior to the adjustment giving rise to the stock price adjustment
and the denominator of which is the base conversion rate as so
adjusted. The number of additional shares will be adjusted in the
same manner as the base conversion rate as set forth under
Description of NotesConversion RightsConversion Rate
Adjustments in the prospectus supplement for the offering.
The following table sets forth the hypothetical stock price and the
number of additional shares to be received per $1,000 principal
amount of the notes: |
Stock Price | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective
Date |
$11.52 | $15.00 | $20.00 | $25.00 | $30.00 | $35.00 | $40.00 | $45.00 | $50.00 | $60.00 | $70.00 | $80.00 | $90.00 | $100.00 | $125.00 | $150.00 | $175.00 | $200.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
November 2, 2007 |
39.1102 | 32.1896 | 28.8095 | 21.8398 | 16.6211 | 13.2635 | 10.9561 | 9.2870 | 8.0296 | 6.2680 | 5.0953 | 4.2579 | 3.6290 | 3.1389 | 2.2827 | 1.7298 | 1.3447 | 1.0627 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
November 1, 2008 |
39.1102 | 29.7671 | 26.1360 | 19.3338 | 14.3841 | 11.2965 | 9.2296 | 7.7668 | 6.6839 | 5.1941 | 4.2177 | 3.5262 | 3.0087 | 2.6056 | 1.9004 | 1.4431 | 1.1229 | 0.8876 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
November 1, 2009 |
39.1102 | 26.9981 | 22.9177 | 16.3003 | 11.6978 | 8.9625 | 7.2071 | 6.0065 | 5.1411 | 3.9805 | 3.2346 | 2.7100 | 2.3177 | 2.0116 | 1.4733 | 1.1214 | 0.8736 | 0.6904 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
November 1, 2010 |
39.1102 | 23.8111 | 18.8907 | 12.4956 | 8.3970 | 6.1694 | 4.8473 | 3.9969 | 3.4096 | 2.6479 | 2.1654 | 1.8245 | 1.5672 | 1.3645 | 1.0037 | 0.7653 | 0.5964 | 0.4710 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
November 1, 2011 |
39.1102 | 20.1151 | 13.4314 | 7.4344 | 4.2753 | 2.9057 | 2.2332 | 1.8499 | 1.5984 | 1.2709 | 1.0535 | 0.8935 | 0.7697 | 0.6708 | 0.4929 | 0.3744 | 0.2900 | 0.2271 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
November 1, 2012 |
39.1102 | 18.9261 | 2.2707 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
| if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, based on a 365-day year, as applicable; | ||
| if the stock price is greater than $200 per share (subject to adjustment), no additional shares will be issued upon conversion; and | ||
| if the stock price is less than $11.52 per share (subject to adjustment), no additional shares will be issued upon conversion. |