Current Report Filing (8-k)
May 12 2015 - 2:23PM
Edgar (US Regulatory)
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) April 29, 2015
Champion Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
West Virginia
(State or Other Jurisdiction of Incorporation)
000-21084 55-0717455
(Commission File No.) (IRS Employer Identification No.)
2450 First Avenue
P. O. Box 2968
Huntington, West Virginia 25728
(Address of Principal Executive Offices) (Zip Code)
(304) 528-2700
(Registrant's Telephone Number, Including Area Code)
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 as Lender and Administrative Agent entered into an Extension Agreement dated April 29, 2015 of the Third Amended and Restated Credit Agreement dated October 7, 2013 ("October 2013 Credit Agreement"), and related Term Note A, Guaranty Agreement, and Stock Pledge and Security Agreement. The Extension Agreement is filed as Exhibit 10.1 hereto. The October 2013 Credit Agreement and documents related thereto, filed with the Company's Current Report on Form 8-K dated October 8, 2013, are incorporated herein by reference.
The Extension Agreement is a continuation of the October 2013 Credit Agreement and related Term Note A, Guaranty Agreement, and Stock Pledge and Security Agreement. The principal terms and conditions of the Extension Agreement and the October 2013 Credit Agreement and documents related thereto are as follows:
●Maturity of April 1, 2017.
●Principal balance as of the date of execution of the Extension Agreement of $9,100,000.
●Interest rate at the Wall Street Journal prime rate of interest plus two percent.
●Principal payments due monthly at $50,000 per month.
●Financial covenant of maximum capital expenditures of $3,000,000 during any fiscal year.
●Personal guaranty of Marshall T. Reynolds.
●Stock Pledge and Security Agreement providing a third party credit enhancement to fully support the credit facility underwritten by the Administrative Agent.
●In consideration for the personal Guaranty Agreement of Marshall T. Reynolds and Stock Pledge and Security Agreement, the warrants held by the Previous Lenders were assigned to Marshall T. Reynolds. The warrants represent $0.001 per share warrants issued for up to 30% (on a post-exercise basis) of the outstanding common stock of the Company in the form of non-voting Class B common stock and associated Investor Rights Agreement.
The foregoing summary of certain provisions of the Extension Agreement is qualified in its entirety by reference to the complete Extension Agreement filed as Exhibit 10.1 hereto. 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 of the Current Report on Form 8-K dated October 8, 2013. The foregoing summary of the Term Note A is qualified in its entirety by reference to the complete document filed as Exhibit 10.2 of the Current Report on Form 8-K dated October 8, 2013. The foregoing summary of the Guaranty Agreement is qualified in its entirety by reference to the complete document filed as Exhibit 10.3 of the Current Report on Form 8-K dated October 8, 2013. 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 of the Current Report on Form 8-K dated October 8, 2013.
In April, 2015 the Company paid and satisfied the $500,000 premium provision related to Term Note A.
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| Section 2 – Financial Information |
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
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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. |
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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 |
Extension Agreement dated April 29, 2015
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| 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: May 12, 2015
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/s/ Justin T. Evans
Justin T. Evans, Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit |
| 10.1 |
Extension Agreement dated April 29, 2015 |
4
EXTENSION AGREEMENT
1. Identification of Note. This Agreement refers to the loan evidenced by a promissory note identified as Term Note A, dated October 7, 2013, in the original principal amount of $10,000,000.00 ("Note"), executed by Champion Industries, Inc., a West Virginia corporation (by its duly authorized officer)("Maker"), and guaranteed by, inter alia, Marshall T. Reynolds ("Guarantor"). This Note is presently held by Big 4 Investments, L.L.C., 63399 Hwy 51, Roseland, LA 70456 ("Holder"), upon which the present principal balance is Nine Million One Hundred Thousand ($9,100,000) Dollars.
2. Extension. It is agreed that the Note is extended to become due and payable on April 1, 2017, and Maker shall continue to make monthly payments of all accrued interest together with principal reduction payments of $50,000 per month on the first day of each month beginning May 1, 2015 on the same terms, rate and conditions set forth in the Note. The entire balance then due and owing shall be paid on April 1, 2017.
3. Maker's/Guarantors' promise to Pay. In consideration of Holder's forbearance to enforce payment except in accordance with this extension, Maker and Guarantor acknowledge and admit the indebtedness evidenced by the Note, and unconditionally promise to pay the indebtedness with interest at the time and in the manner provided in the Note, as extended by this Agreement.
4. No Novation/Collateral. This Agreement is an extension only, and not a novation. Except as otherwise provided, all of the terms and conditions of the Note, existing guarantees, and all terms and conditions of any and all security documents including but not limited to mortgages, deeds of trust, UCC-1s and security agreements ("collateral documents"), with the exception of maturity date, shall remain in full force and effect.
Executed by Maker and Guarantor this 29th day of April, 2015, in Huntington, West Virginia.
MAKER: GUARANTOR:
CHAMPION INDUSTRIES, INC.
/s/ Marshall T. Reynolds /s/ Marshall T. Reynolds
By: Marshall T. Reynolds MARSHALL T. REYNOLDS, individually
Authorized Officer
HOLDER:
BIG 4 INVESTMENTS, L.L.C.
BY: /s/ Edgar Ray Smith, III
Edgar Ray Smith, III, Managing Member
Date: May 4, 2015
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