UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 15, 2009
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-9235
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93-0768752 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification |
| Incorporation)
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No.) |
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| 419 West Pike Street,
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45334-0629 |
| Jackson Center, Ohio
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(Zip Code) |
| (Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: (937) 596-6849
N/A
(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:
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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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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On January 15, 2009, Thor Industries, Inc. (the “Company”) entered into a Credit Agreement
(the “Credit Agreement”) with Stephen Adams, in his individual capacity, and Stephen Adams and his
successors, as trustee under the Stephen Adams Living Trust (the “Trust” and together with each of
the foregoing persons, the “Borrowers”), pursuant to which the Company loaned $10 million to the
Borrowers (the “Loan”). The Borrowers own approximately 90% of FreedomRoads Holding Company, LLC
(“FreedomRoads”), the parent company of one of the Company’s dealers, and pursuant to the terms of
the Credit Agreement, the Borrowers agreed to use the proceeds of the Loan solely to make an equity
contribution to FreedomRoads to enable FreedomRoads to repay its principal obligations under
floorplan financing arrangements with third parties in respect of products of the Company and its
subsidiaries.
The principal amount of the Loan is payable in full on January 15, 2014 and bears interest at
a rate of 12% per annum. Interest is payable in kind for the first year of the Loan and is payable
in cash on a monthly basis thereafter. The Credit Agreement also contains customary
representations and warranties, affirmative and negative covenants, events of default and
acceleration provisions for a loan of this type.
The obligations of the Borrowers under the Credit Agreement are guaranteed by FreedomRoads and
are secured by a first priority security interest in all of the direct and indirect legal,
equitable and beneficial interests of the Borrowers in FreedomRoads.
In connection with the Loan, the Borrowers caused FreedomRoads and its subsidiaries
(collectively, the “FR Dealers”), to enter into an agreement pursuant to which the FR Dealers
agreed to purchase additional recreation vehicles from the Company and its subsidiaries. The term
of this agreement continues until the repayment in full of the Loan under the Credit Agreement
(including any refinancing or replacement thereof).
A copy of the Credit Agreement is attached hereto as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference. The foregoing summary of the Credit Agreement does not purport
to be complete and is subject to and qualified in its entirety by reference to the attached
agreement.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit Number |
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Description |
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10.1
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Credit Agreement between the Company and Stephen Adams, in his
individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living
Trust, dated January 15, 2009. |