UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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May
15, 2009 (May 11, 2009)
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Date
of Report (Date of earliest event reported)
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Hayes
Lemmerz International, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-50303
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32-0072578
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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15300
Centennial Drive, Northville, Michigan 48168
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(Address
of principal executive
offices) (Zip
Code)
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(734)
737-5000
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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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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 Inte
rnational, 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 Ch
apter 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
administ
ered under Case No.
09-11655
.
The Debtors plan to cont
inue to operate their businesses and
manage their properties as “
d
ebtors 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 exc
eption 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
n
ot included in the
filing, are not debtors in
the C
hapter 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
C
hapter 11 cases and
process
.
A copy of th
e press release
a
nnouncing 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 f
or 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
ame
nded by Amendment No.
1, dated as of January 30,
2009, with the lenders party thereto (the “
Credit Agreement”
). Pursuant t
o the amended Credit Agreement
(the “
D
IP Credit Agreement”
)
debtor-in-possession
loan
tranche
s
(“
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 “
N
ew 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 eve
n
t in the future
.
In addition,
the DIP Credit Agreement
allows
for a
standby uncommitted
new money
term loan facility
i
n an
aggregate
amount
of
up to
$20
million
.
T
he
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 pu
rsuant
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 u
p
to $30
million
of
New
Money DIP Loans
.
A
copy of the
press
release
a
nnouncing
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
f
inal
approv
al
of the DIP Credit Agreement,
an
additional
$50 million
of New Money DIP Loans
will
be
come
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 Ne
w
Money DIP L
oans
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 re
pa
y
certain of the prepetition l
oans
(through
the exchange of Roll-up L
oans)
,
(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 p
ay
administrative
costs
of the
Chapter
11 c
ases
and claims or amounts approved by the Bankruptcy Cour
t
.
T
he
New
M
oney
DIP
L
oan
s
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
L
oan
s
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 a
nnum),
plus 7% per annum, plus PIK Interest of 3.00%
pe
r
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 lende
rs
thereunder.
Obligations
under the DIP Cred
it
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
exp
ense
claim
in each of the C
hapter
11 c
ases.
The
obligations
under the DIP Credit Agreement are guaranteed by
the
Company and its domestic subsidiaries
pursuant
to a Guarant
y
,
dated as of May
1
2
,
2009
.
Subject
to
local
law and other impediments,
certain
o
f
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
reorganiza
tion
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
obliga
tions
under the DIP Credit Agreement or termination of the new m
oney
term
loan c
ommitments
under
the
DIP Credit Agreement
,
including, without limitation, as a
result
of the occurrence of an event of d
efault.
The
DIP Credit Agreement
also
contains
various
representations,
warranties and covenants by the Debtors that are customary for
transact
ions
of this nature, including, without
limitation,
reporting
requirements, maintenance of financial covenants
,
and
milestones relate
d
to the restructuring process.
The
foregoing summary of
Amendment
No. 2 to the Credit Agreement, the
DIP
Credit Agreement
,
and the Guarant
y
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 th
e
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 B
ank
AG, New York Branch, as
DIP
Administrative Agent for the
l
enders
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 t
o
the Company under the
New
M
oney
DIP
L
oan
s
,
such funds to be
disburse
d
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
Deposit
ary
Agreement
is a summary only and is qualified, in all respects, by the provisions of the
Depositary
Agreement.
The
Company
believe
s
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
believe
s
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 succe
ssful
plan of reorganization.
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
.
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.
Item
2.04.
Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
.
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.
Item
9.01. Financial Statements and Exhibits
.
(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.
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HAYES
LEMMERZ INTERNATIONAL, INC.
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By:
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/s/ Patrick C.
Cauley
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Patrick
C. Cauley
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Vice
President, General Counsel and
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Secretary
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Dated:
May 15, 2009
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
release of the Company dated May 11, 2009.
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99.2
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Press release of the Company
dated May 14, 2009.
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99.3
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Press release of the Company
dated May 15, 2009.
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