8-K

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): March 19, 2010 (March 18, 2010)

Champion Enterprises, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Michigan

(State or Other Jurisdiction of Incorporation)

1-9751	38-2743168
(Commission File Number)	(IRS Employer Identification No.)

755 W Big Beaver Rd, Suite 1000, Troy, Michigan	48084
(Address of Principal Executive Offices)	(Zip Code)

(248) 614-8200

(Registrant’s Telephone Number, Including Area Code)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 19, 2010, the Company completed the court-approved sale of substantially all of its assets to Champion Enterprises Holdings, LLC (collectively “Purchasers”). In connection with the closing of the Sale, directors Peterson, Belsky, Griffiths, and Madden resigned effective immediately. In addition, in connection with the closing of the Sale, the Company entered an Engagement Letter with Jack B. Fishman and Associates, P.C. to administer the Debtors’ estate.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On March 18, 2010, section 5.01 of the bylaws of the Company was amended to reduce the minimum number of required Directors to one.

Item 8.01. Other Events.

On March 19, 2010, the Purchasers issued a press release announcing it had acquired substantially all assets of the Company (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number
99.1	Press Release

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 thereunto duly authorized.

CHAMPION ENTERPRISES, INC.
By:	/s/ Roger K. Scholten (contemporaneous with closing)
	Roger K. Scholten
	Authorized Signatory

Date: March 19, 2010

EX-99.1

Contact:

Phyllis Knight
Executive Vice President and CFO
(248) 614-8200

Acquisition of Champion Enterprises is Completed

Investor Group Injects $50 Million in New Capital to Support the Company

TROY, Mich., March 19, 2010 — Champion Enterprises Holdings, LLC today announced that it has completed the acquisition of the domestic and international operations of Champion Enterprises, Inc. out of bankruptcy. In connection with the transaction, an investor group consisting of affiliates of Centerbridge Partners, L.P., MAK Capital Fund LP and Sankaty Advisors, LLC invested $50 million in new capital to support the operations and growth initiatives of the newly created company. The new company emerges recapitalized and with a substantially deleveraged balance sheet consisting of $40 million of term debt along with the assumption of certain operating liabilities.

“The completion of this transaction is a significant step forward for Champion and represents very positive news for our customers, employees and other business partners,” said William C. Griffiths, President and Chief Executive Officer of Champion Enterprises Holdings, LLC. “The infusion of new capital will allow us to fund growth initiatives as the housing markets begin to recover, and is particularly well timed in light of the upcoming spring selling season.”

Michael Bevacqua, Managing Director of Sankaty Advisors, LLC, stated: “The investor group is excited about the prospects for the new Champion and we look forward to working with the company as it executes its immediate priorities for the business — providing much needed financing and marketing support for our dealer base and improving upon our already strong market position in the manufactured housing industry.”

David Trucano, Managing Director of Centerbridge Partners, L.P. added: “We would like to thank the management team and employees of Champion for their efforts throughout the sale process. With a recapitalized balance sheet and a highly regarded management team to lead our efforts, we believe that the new Champion is now better positioned than ever to succeed by meeting the needs of its diversified customer base.”

Acquisition of Champion Enterprises is Completed; Investor Group Injects $50 Million in New Capital to Support the Company
Page 2

About Champion

Troy, Michigan-based Champion Enterprises Holdings, LLC is a leader in factory-built construction which through its operating subsidiaries manufactures products at 27 facilities in North America and the United Kingdom and distributes its products through independent retailers, builders and developers. The Champion family of builders produces manufactured and modular homes, as well as modular buildings for government and commercial applications. For more information, please visit www.championhomes.com.

About Centerbridge

Centerbridge Partners was established in 2006 and currently has approximately $11 billion in assets under management investing across multiple strategies including private equity and distressed credit. The firm is dedicated to partnering with world class management teams to invest throughout a company’s capital structure and to employ various strategies to help companies achieve their operating and financial objectives. Centerbridge’s limited partners include many of the world’s most prominent financial institutions, university endowments, pension and sovereign wealth funds, and charitable trusts.

About MAK Capital

MAK Capital, one of the top performing asset managers over the past decade, focuses on contrarian opportunities in the financial markets. MAK invests with a long term perspective across a variety of asset classes, including distressed debt and equities.

About Sankaty Advisors

Sankaty Advisors, LLC, the credit affiliate of Bain Capital, LLC, is one of the nation’s leading private managers of fixed income and credit instruments. With approximately $20 billion in committed assets under management, Sankaty invests in a wide variety of securities and investments, including leveraged loans, high-yield bonds, distressed/stressed debt, mezzanine debt, structured products and equities.

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