Attached files
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EX-10.1 - EXHIBIT 10.1 - CHAMPION INDUSTRIES INC | ex101.htm |
EX-10.2 - EXHIBIT 10.2 - CHAMPION INDUSTRIES INC | ex102.htm |
EX-10.4 - EXHIBIT 10.4 - CHAMPION INDUSTRIES INC | ex104.htm |
EX-10.3 - EXHIBIT 10.3 - CHAMPION INDUSTRIES INC | ex103.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) October 7, 2013
Champion Industries, Inc.
West Virginia
000-21084 55-0717455
2450 First Avenue
P. O. Box 2968
Huntington, West Virginia 25728
(Address of Principal Executive Offices) (Zip Code)
(304) 528-2700
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 (see General Instruction A.2. below):
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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))
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INFORMATION TO BE INCLUDED IN THE REPORT
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Section 1 – Registrant’s Business and Operations
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Item 1.01 Entry Into a Material Definitive Agreement.
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Champion Industries, Inc. (“Champion”), various Champion subsidiaries, as Guarantors, Marshall T. Reynolds, as shareholder and Big 4 Investments, LLC (“Administrative Agent”) as Lender and Administrative Agent entered into a Third Amended and Restated Credit Agreement dated October 7, 2013 (“October 2013 Credit Agreement”). Administrative Agent purchased the Company’s outstanding syndicated debt from Fifth Third Bank and the other Lenders (“Previous Lenders”) for a price of $10.0 million. The Administrative Agent then simultaneously entered into the October 2013 Credit Agreement with the Company pursuant to the provisions of Term Note A for $10.0 million and related Guaranty Agreement and Stock Pledge and Security Agreement all dated October 7, 2013. The indebtedness immediately prior to the note sale reflected a balance pursuant to the Loan Purchase Agreement between Administrative Agent and the Previous Lenders of approximately $19.9 million representing Term Loan A, Term Loan B and Revolving Loans plus Previous Lenders' accrued deferred fee and accrued interest of approximately $1.0 million.
The October 2013 Credit Agreement and related Term Note A, Guaranty Agreement and Stock Pledge and Security Agreement as further described herein amended various provisions of the Restated Credit Agreement dated October 19, 2012, including but not limited to:
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The foregoing summary of certain provisions of the October 2013 Credit Agreement is qualified in its entirety by reference to the complete October 2013 Credit Agreement filed as Exhibit 10.1 hereto. The foregoing summary of the Term Note A is qualified in its entirety by reference to the complete document filed as Exhibit 10.2. The foregoing summary of the Guaranty Agreement is qualified in its entirety by reference to the complete document filed as Exhibit 10.3. The foregoing summary of the Stock Pledge and Security Agreement is qualified in its entirety by reference to the complete document filed as Exhibit 10.4.
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Section 2 – Financial Information | |
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. | |
The description under “Item 1.01 – Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated herein by reference. |
Section 9 – Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
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10.1 |
Third Amended and Restated Credit Agreement dated October 7, 2013 (“October 2013 Credit Agreement”)
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10.2 | Term Note A | |
10.3 | Guaranty Agreement | |
10.4 | Stock Pledge and Security Agreement |
SIGNATURE | |
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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.
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CHAMPION INDUSTRIES, INC.
(Registrant)
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Date: October 8, 2013
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/s/ Todd R. Fry
Todd R. Fry, Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number
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Exhibit
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10.1
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Third Amended and Restated Credit Agreement dated October 7, 2013 (“October 2013 Credit Agreement”)
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10.2 | Term Note A | |
10.3 | Guaranty Agreement | |
10.4 | Stock Pledge and Security Agreement | |
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