Attached files
| file | filename |
|---|---|
| EX-4.2 - WARRANT TO PURCHASE 987,998 SHARES OF COMMON STOCK - PALM HARBOR HOMES INC /FL/ | v172792_ex4-2.htm |
| EX-4.1 - WARRANT TO PURCHASE 62,542 SHARES OF COMMON STOCK - PALM HARBOR HOMES INC /FL/ | v172792_ex4-1.htm |
| EX-4.5 - REGISTRATION RIGHTS AGREEMENT - PALM HARBOR HOMES INC /FL/ | v172792_ex4-5.htm |
| EX-4.4 - WARRANT TO PURCHASE 87,389 SHARES OF COMMON STOCK - PALM HARBOR HOMES INC /FL/ | v172792_ex4-4.htm |
| EX-4.3 - WARRANT TO PURCHASE 158,705 SHARES OF COMMON STOCK - PALM HARBOR HOMES INC /FL/ | v172792_ex4-3.htm |
| EX-10.3 - MORTGAGE SALE, CONTRIBUTION AND SERVICING AGREEMENT - PALM HARBOR HOMES INC /FL/ | v172792_ex10-3.htm |
| EX-10.1 - CREDIT AGREEMENT - PALM HARBOR HOMES INC /FL/ | v172792_ex10-1.htm |
| EX-10.2 - GUARANTY AND SECURITY AGREEMENT - PALM HARBOR HOMES INC /FL/ | v172792_ex10-2.htm |
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): January 29,
2010
|
Palm
Harbor Homes, Inc.
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|
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(Exact
Name of Registrant as Specified in Its Charter)
|
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Florida
|
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(State
or Other Jurisdiction of Incorporation)
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0-24268
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59-1036634
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(Commission
File Number)
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(IRS
Employer Identification No.)
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15303
Dallas Parkway, Suite 800, Addison, Texas
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75001
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(972)
991-2422
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(Registrant’s
Telephone Number, Including Area Code)
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|
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(Former
Name or Former Address, if Changed Since Last
Report)
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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
January 29, 2010, the Company, and its subsidiaries CountryPlace Acceptance
G.P., LLC, a Texas limited liability company (“GP LLC”), and
CountryPlace Acceptance L.P., LLC a Delaware limited liability company (“LP LLC” and together
with GP LLC, the “Guarantors”) together
with CountryPlace Acceptance Corporation, a Nevada corporation (“CPA”), CountryPlace
Mortgage, Ltd., a Texas limited partnership (“CPM”), and
CountryPlace Mortgage Holdings, LLC, a Delaware limited liability company
(“Mortgage SPV”
and collectively with CPA and CPM, the “Borrowers”), entered
into a Credit Agreement (the “Credit Agreement”)
with Virgo - Redwood, LP, Virgo - Willow, LP, Virgo - Sierra, LP, and Virgo -
Magnolia, LP, as Lenders (the “Lenders”), and Virgo
Service Company LLC, a Delaware limited liability company, as administrative
agent and collateral agent (“Virgo”) for a
$24,800,000 term loan with a maturity date of January 29,
2014. Concurrently with the Credit Agreement, the Guarantors, the
Borrowers and Virgo also entered into a Guaranty and Security Agreement (the
“Guaranty”).
$19,800,000
was advanced under the Credit Agreement at closing and an additional $5,000,000
is available to be advanced upon the satisfaction of certain conditions,
including the pledge to Virgo of all the capital stock of Standard Casualty
Company, which stock is currently held by Textron as collateral under the
Textron Credit Agreement. Advances under the Credit Agreement bear
variable interest at the annual rate of the Eurodollar Rate plus
12%. The Eurodollar Rate cannot be less than 3.0% nor greater than
4.5%. The Credit Agreement is secured by, among other things, a pool
of loans and securitization certificates contributed by CPM to the Mortgage SPV,
all assets of the Mortgage SPV, and all capital stock and ownership interests in
CPA, CPM, Mortgage SPV and the Guarantors. CPM will continue to
service the pledged pool of loans under that certain Mortgage Sale, Contribution
and Servicing Agreement dated January 29, 2010 between Mortgage SPV, CPM and
Virgo (the “Servicing
Agreement”). The Borrowers expect to use the proceeds from the
Credit Agreement to repay intercompany indebtedness owing to the Company and the
Company expects to use the proceeds for general corporate purposes.
As
partial consideration for the loan under the Credit Agreement, on January 29,
2010, the Company issued warrants (the “Warrants”) to the
Lenders to purchase up to an aggregate of 1,296,634 shares of the Company’s
common stock at a purchase price of $2.1594 per share. The Warrants
contain an anti-dilution provision that prevents the Warrant holder’s
fully-diluted percentage interest in the Company from being diluted in the event
that any convertible securities of the Company are converted into other equity
securities of the Company. The Warrants also contain an anti-dilution
provision that prevents the Warrant holder from having its fully-diluted
percentage ownership in the Company diminished by more than 10% in the event
that the Company issues additional equity securities. These
anti-dilution provisions expire four years after the issuance of the
Warrants. The Warrants themselves expire five years after their
issuance.
Pursuant
to the terms of a Registration Rights Agreement among the Company and the
Lenders, dated January 29, 2010, the Lenders were granted certain registration
rights with respect to the shares of common stock issuable on exercise of the
Warrants.
The
foregoing summary set forth in response to this Item 1.01 is qualified by
reference to the full text of the Credit Agreement, the Guaranty, the Servicing
Agreement, the Warrants and the Registration Rights Agreement, all of which are
attached hereto as exhibits.
Item
3.02 Unregistered Sales of Equity Securities.
The
contents of Item 1.01 are incorporated herein by reference. The
Warrants were sold to the Lenders pursuant to an exemption from the registration
requirements of Section 5 of the Securities Act of 1933, as amended (the “Act”) pursuant to
Section 4(2) of the Act and Rule 506 promulgated thereunder. The
Warrants were sold exclusively to “accredited investors” as defined in Rule
501(a) under the Act.
2
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|
4.1
|
Warrant
to purchase 62,542 shares of Common Stock, dated January 29, 2010, issued
by the Company to Virgo - Sierra,
LP.
|
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4.2
|
Warrant
to purchase 987,998 shares of Common Stock, dated January 29, 2010, issued
by the Company to Virgo - Redwood,
LP.
|
|
4.3
|
Warrant
to purchase 158,705 shares of Common Stock, dated January 29, 2010, issued
by the Company to Virgo - Willow,
LP.
|
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4.4
|
Warrant
to purchase 87,389 shares of Common Stock, dated January 29, 2010, issued
by the Company to Virgo - Magnolia,
LP.
|
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4.5
|
Registration
Rights Agreement dated January 29, 2010 by and among the Company, Virgo -
Sierra, LP, Virgo - Redwood, LP, Virgo - Willow, LP, and Virgo - Magnolia,
LP.
|
|
10.1
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Credit
Agreement among CountryPlace Acceptance Corporation, CountryPlace
Mortgage, Ltd., and CountryPlace Mortgage Holdings, LLC, as Borrowers,
Palm Harbor Homes, Inc., CountryPlace Acceptance G.P., LLC, and
CountryPlace Acceptance L.P., LLC, as Guarantors, Virgo -
Redwood, LP, Virgo - Willow, LP, Virgo - Sierra, LP, and Virgo – Magnolia,
LP, as Lenders, and Virgo Service Company LLC, as administrative agent and
collateral agent, dated January 29,
2010.
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10.2
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Guaranty
and Security Agreement among CountryPlace Acceptance Corporation,
CountryPlace Mortgage, Ltd., and CountryPlace Mortgage Holdings, LLC, as
Borrower Grantors, Palm Harbor Homes, Inc., CountryPlace Acceptance G.P.,
LLC, and CountryPlace Acceptance L.P., LLC, as Guarantor Grantors, and
Virgo Service Company LLC, as administrative agent and collateral agent,
dated January 29, 2010.
|
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10.3
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Mortgage
Sale, Contribution and Servicing Agreement among CountryPlace Mortgage
Holdings, LLC, CountryPlace Mortgage, Ltd., as Seller and Servicer, and
Virgo Service Company LLC, as Credit Agreement Agent, dated January 29,
2010.
|
3
SIGNATURE
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 hereunto duly
authorized.
Date: February
3, 2010
| PALM HARBOR HOMES, INC. | |||
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By:
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/s/ Kelly Tacke | |
|
Kelly
Tacke
Chief
Financial and Accounting Officer
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