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Hayes Lemmerz International 8-K 2009 UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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:
Item 1.01. Entry into a Material Definitive
Agreement>.
The information provided in Item 1.03
of this Current Report on Form 8-K regarding Amendment No. 2 to the Credit
Agreement (as defined below), the DIP Credit Agreement (as defined below), the
Guaranty (as defined below), and the Depositary Agreement (as defined below) is
incorporated by reference in this Item 1.01.
Item 1.03. Bankruptcy or
Receivership>.
On May 11, 2009, Hayes Lemmerz International, Inc. (the “Company”), certain of its U.S. subsidiaries, and Hayes Lemmerz Finance
LLC—Luxembourg S.C.A. (collectively with the Company, the
“Debtors”) filed voluntary petitions for
relief under Chapter 11 of Title 11 of the United
States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court
for the District of Delaware (the “Bankruptcy Court”). The cases are being jointly
administered under Case No.
09-11655. The Debtors plan to continue to operate their businesses and
manage their properties as “debtors in possession” under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy Code and orders
of the Bankruptcy
Court. With the exception of Hayes Lemmerz Finance
LLC—Luxembourg S.C.A., a borrower under the Company’s secured credit facility and
the issuer of its 8.25% Senior Notes due 2015 (the
“Senior Notes”), the Company’s subsidiaries and operations outside
the United States were
not included in the
filing, are not debtors in
the Chapter 11 cases or any
other proceeding outside the United States, and are expected
to continue to operate in the ordinary course of business outside and unaffected by the
Chapter 11 cases and
process.
A copy of the press release announcing the bankruptcy
filing is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
In connection with the Chapter 11
filing, the Company, HLI Operating Company, Inc.,
and Hayes Lemmerz Finance LLC—Luxembourg S.C.A., the Lenders party thereto, Deutsche Bank AG, New York Branch, as
DIP Administrative Agent, Deutsche Bank Securities Inc. and General Electric
Capital Corporation, as Joint Book-Running Lead Managers, Joint Lead Arrangers,
and Joint Syndication Agents for the DIP Facilities, and Deutsche Bank
Securities Inc., as Documentation Agent for the DIP Facilities, entered into Amendment No. 2, dated as of May 12, 2009, to the Company’s Second Amended and Restated Credit
Agreement, dated as of May
30, 2007, as
amended by Amendment No.
1, dated as of January 30,
2009, with the lenders party thereto (the “Credit Agreement”). Pursuant to the amended Credit Agreement
(the “DIP Credit Agreement”) debtor-in-possession loan tranches (“DIP Loans”) were added to the Credit Agreement, including up to $100 million of additional liquidity to provide
operating funds to the
Company and its subsidiaries during the restructuring.
The DIP Loans consist of a senior secured debtor-in-possession
new money term loan facility (the “New Money DIP Loans”) in an aggregate principal amount of up
to $80 million and a senior secured
debtor-in-possession roll-up loan facility (the “Roll-up Loans”) in an aggregate principal amount of up
to $80 million. The Roll-up Loans will be issued to the prepetition lenders under the Credit
Agreement who make New Money DIP Loans in exchange for the prepetition loans
such lenders hold under the Credit Agreement; the Roll-up Loans will be deemed
issued to the lenders upon the occurrence of a triggering event in the future. In addition, the DIP Credit Agreement allows for a standby uncommitted new money term loan facility in an
aggregate
amount
of
up to $20 million.
The
lenders under the DIP Credit Agreement have committed to provide $16 million of
such amount, subject to approval of the Bankruptcy Court. The
DIP
Loans benefit from a super-priority claim and lien on the assets of
the
Borrowers pursuant
to a Bankruptcy Court order.
On
May 14, 2009, the
Honorable Judge Mary F. Walrath of the Bankruptcy Court approved an interim
order (the
“Interim
DIP Order”)
that
authorized the borrowing of up
to $30 million
of New
Money DIP Loans.
A
copy of the press
release announcing
the Bankruptcy Court’s
approval of the Interim
DIP Order and the Debtors’
other
first
day motions is
attached hereto as Exhibit 99.2
and
is incorporated herein by reference. Subject
to the
Bankruptcy Court’s
entry of final
approval
of the DIP Credit Agreement, an
additional $50 million
of New Money DIP Loans will
become
available
to the Borrowers. The
Bankruptcy Court has scheduled a hearing for final approval of the DIP Credit
Agreement on June
10,
2009.
The
proceeds of the New
Money DIP Loans
incurred under the DIP Credit Agreement will be used (i)
to pay costs, fees,
and
expenses related to the execution and delivery of the DIP Credit
Agreement, (ii) to repay
certain of the prepetition loans
(through
the exchange of Roll-up Loans),
(iii) to provide working capital from time to time for the Debtors
and the Company’s
non-U.S. subsidiaries,
(iv) for other general corporate purposes of the Debtors and the
Company’s
non-U.S. subsidiaries, and
(v) to pay
administrative costs
of the Chapter
11 cases
and claims or amounts approved by the Bankruptcy Court.
The
New
Money
DIP
Loans will
bear cash
interest
at the rate of LIBOR
(with a
floor of 6.00% per annum), plus 14% per annum, and
interest paid-in-kind (“PIK
Interest”)
at a rate of 6.00%
per
annum.
After
the Roll-up
Loans are
deemed to be borrowed, borrowings under the New Money DIP Loans and Roll-up
Loans will
bear cash
interest
at the rate of LIBOR
(with
a
floor of 3.00% per annum),
plus 7% per annum, plus PIK Interest of 3.00% per
annum. During
the continuance of an event of default under the DIP
Credit Agreement,
borrowings
will
bear interest at an additional 2.00%
per annum. In
addition, the DIP Credit Agreement obligates the Debtors to pay certain fees to
the agents and lenders
thereunder.
Obligations
under the DIP Credit
Agreement are secured by a
lien on substantially all of the assets of the Debtors (which lien will have a
first priority with respect to substantially all of the Debtors’
assets)
and
a
super-priority administrative expense
claim
in each of the Chapter
11 cases.
The
obligations
under the DIP Credit Agreement are guaranteed by the
Company and its domestic subsidiaries pursuant
to a Guaranty,
dated as of May 12,
2009.
Subject
to
local
law and other impediments, certain
of
the Company’s
foreign subsidiaries are required
to
guarantee the obligations under
the DIP Credit Agreement and grant liens on their assets in support of those
guarantees.
The
maturity
date of the obligations
under the DIP Credit Agreement will be the earliest
of: (i) six months
following the date
on which the Bankruptcy Court grants interim approval of the DIP Credit
Agreement (which
may be extended by up to three months by a majority of the DIP
Lenders);
(ii)
the effective date of a plan of
reorganization
for any Debtor; (iii)
forty
days
after the date
on which the Bankruptcy Court granted interim approval of the DIP Credit
Agreement, if
the Bankruptcy
Court has not granted final approval of the DIP Credit Agreement; and
(iv) the acceleration of obligations
under the DIP Credit Agreement or termination of the new money
term
loan commitments
under the
DIP Credit Agreement,
including, without limitation, as a result
of the occurrence of an event of default.
The
DIP Credit Agreement also
contains
various representations,
warranties and covenants by the Debtors that are customary for
transactions
of this nature, including, without
limitation,
reporting
requirements, maintenance of financial covenants,
and
milestones related
to the restructuring process.
The
foregoing summary of Amendment
No. 2 to the Credit Agreement, the DIP
Credit Agreement,
and the Guaranty
is
a summary only and is qualified, in all respects, by the provisions of
Amendment
No. 2 to the Credit Agreement, the
DIP Credit Agreement,
and the
Guaranty.
In
addition, HLI
Operating Company, Inc., as U.S. Borrower, and Hayes Lemmerz Finance
LLC—Luxembourg
S.C.A., as Luxembourg Borrower, entered into a Depositary Agreement,
dated as of May 12, 2009 (the
“Depositary
Agreement”), with
Deutsche Bank
AG, New York Branch, as DIP
Administrative Agent for the lenders
under
the DIP Credit Agreement,
and Deutsche
Bank Trust Company Americas,
as Depositary. Pursuant
to the Depositary Agreement, the
Depositary will hold in trust certain
funds
available to
the Company under the New
Money
DIP
Loans,
such funds to be disbursed to
the Company upon
satisfaction
of
certain conditions regarding the Company’s
use of the funds and its compliance with
the DIP Credit Agreement.
The
foregoing summary of the Depositary
Agreement
is a summary only and is qualified, in all respects, by the provisions of the
Depositary
Agreement.
The
Company believes
that
its
currently
outstanding common stock will have no value and will be cancelled under any plan
of reorganization it
may
propose under Chapter 11. The
Company also
believes
that
the holders of its
Senior
Notes
are unlikely to receive more than a de minimis distribution on account of their
interests in the Senior
Notes
and that such interests could be cancelled under any
plan of reorganization the
Company may
propose under Chapter 11. There
can be no assurance, however, that the
Company will be able to
develop, propose, and implement a successful
plan of reorganization.
The information provided
in Item 1.03 of this Current Report on Form 8-K regarding Amendment No. 2 to the
Credit Agreement, the DIP Credit Agreement, and the Guaranty is incorporated by
reference in this Item 2.03.
The Company’s filing of
petitions under Chapter 11 of the Bankruptcy Code on May 11, 2009,
constituted events of default under the Credit Agreement and the Indenture,
dated as of May 30, 2007, as amended to date, by and among Hayes Lemmerz Finance
LLC—Luxembourg S.C.A., the Guarantors named therein, U.S. Bank National
Association, as Trustee, and Deutsche Bank AG, London Branch, as London Paying
Agent (the “Indenture”), governing the Senior Notes. As a result, all
amounts under the Credit Agreement and Indenture became automatically due and
payable, subject to an automatic stay of any action to collect, assert, or
recover a claim against the Company under applicable bankruptcy
law.
Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On May 12, 2009, the
NASDAQ Stock Market (“NASDAQ”) notified the Company that, in accordance with
Listing Rules 5100 and 5110(b) and Interpretive Material 5100-1, as a result of
the Company’s filing of petitions under Chapter 11 of the Bankruptcy Code, the
Company’s common stock will be delisted by NASDAQ and trading will be suspended
at the opening of business on May 21, 2009. In addition, NASDAQ’s
notice stated that the Company’s failure to comply with Listing Rule
5450(b)(1)(A), which requires that stockholders’ equity be at least $10 million,
served as an additional basis for delisting. The Company does not
plan to appeal NASDAQ’s determination to delist the Company’s
securities.
On May 11, 2009, the
Company filed its Annual Report of Form 10-K for the fiscal year ended January
31, 2009 (the “Form 10-K”), with the United States Securities and Exchange
Commission. Because the Form 10-K included an audit report by the
Company’s independent registered public accounting firm that contained a going
concern qualification, the Company was required by Listing Rule 5250(b)(2) to
make a public announcement to that effect.
A copy of the press
release announcing the Company’s receipt of NASDAQ’s delisting notification and
announcing that the report of the Company’s independent registered public
accounting firm included in the Company’s Form 10-K contained a going concern
qualification is attached hereto as Exhibit 99.3 and is incorporated herein by
reference.
(d) Exhibits.
See
Exhibit Index.
SIGNATURES
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.
Dated:
May 15, 2009
EXHIBIT
INDEX
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