If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 830830105
|
SCHEDULE 13D
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Page 1 of 4 Pages
|
1
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NAMES OF REPORTING PERSONS
|
|
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Bain Capital Credit Member, LLC
|
|
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|||
|
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒ | ||||
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|
||||
3
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SEC USE ONLY
|
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
OO (See Item 3)
|
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|||
|
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware
|
|
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
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|
|
|
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|||
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||||
8
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SHARED VOTING POWER
|
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||
5,049,631*
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|||
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||||
9
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SOLE DISPOSITIVE POWER
|
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||
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|||
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||||
10
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SHARED DISPOSITIVE POWER
|
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5,049,631*
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
||
5,049,631
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.9% (See Item 5)**
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|||
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|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
OO
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|||
|
|
* Excludes 10,465,330 shares of common stock, par value $0.0277 per share (“Common Stock”) beneficially owned by affiliates of Centerbridge Capital Partners, L.P. (collectively, the “Centerbridge Entities”) and MAK-RO Capital Master Fund L.P. (collectively, the “MAK Entities”) that are subject to the Coordination Agreement and Proxy (each as defined in Item 4 of the initial statement on Schedule 13D filed with the SEC on June 11, 2018).
** The calculation is based upon
56,713,294 shares of Common Stock being outstanding upon completion of the offering described herein, as disclosed by the Issuer in its prospectus supplement on Form 424B4 filed with the SEC on November 29, 2018.
CUSIP No. 830830105
|
SCHEDULE 13D
|
Page 2 of 4 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Sankaty Champion Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒ | ||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,677,961*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,677,961*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,677,961
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.5% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* Excludes 10,465,330 shares of Common Stock beneficially owned by the Centerbridge Entities and the MAK Entities that are subject to the Coordination Agreement and Proxy (each as defined in Item 4 of the initial statement on Schedule 13D filed with the SEC on June 11, 2018).
** The calculation is based upon 56,713,294 shares of Common Stock being outstanding upon completion of the offering described herein, as disclosed by the Issuer in its prospectus supplement on Form 424B4 filed with the SEC on November 29, 2018.
CUSIP No. 830830105
|
SCHEDULE 13D
|
Page 3 of 4 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Sankaty Credit Opportunities IV, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒ | ||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,371,670*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,371,670*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,371,670
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.4% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* Excludes 10,465,330 shares of Common Stock beneficially owned by the Centerbridge Entities and the MAK Entities that are subject to the Coordination Agreement and Proxy (each as defined in Item 4 of the initial statement on Schedule 13D filed with the SEC on June 11, 2018).
** The calculation is based upon 56,713,294 shares of Common Stock being outstanding upon completion of the offering described herein, as disclosed by the Issuer in its prospectus supplement on Form 424B4 filed with the SEC on November 29, 2018.
CUSIP No. 830830105
|
SCHEDULE 13D
|
Page 4 of 4 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Sankaty Credit Opportunities Investors IV, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒ | ||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,371,670*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,371,670*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,371,670
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.4% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* Excludes 10,465,330 shares of Common Stock beneficially owned by the Centerbridge Entities and the MAK Entities that are subject to the Coordination Agreement and Proxy (each as defined in Item 4 of the initial statement on Schedule 13D filed with the SEC on June 11, 2018).
** The calculation is based upon 56,713,294 shares of Common Stock being outstanding upon completion of the offering described herein, as disclosed by the Issuer in its prospectus supplement on Form 424B4 filed with the SEC on November 29, 2018.
Item 1.
|
Security and Issuer.
|
This Amendment No. 4 to the statement on Schedule 13D (“Amendment No. 4”) amends the Schedule 13D originally filed by the Reporting Persons on June 11, 2018 (the “Original Schedule 13D”), as further amended on August 7, 2018 (the “Amendment No. 1”), August 14, 2018 (the “Amendment No. 2”) and September 25, 2018 (the “Amendment No. 3”) (collectively, the “Schedule 13D”), regarding the shares of common stock, par value $0.0277 per share (“Common Stock”), of Skyline Champion Corporation (the “Issuer”). The principal executive offices of the Issuer are located at P.O. Box 743, 2520 By-Pass Road, Elkhart, IN 46515.
Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Original Schedule 13D or the Amendment No. 1, Amendment No. 2 or Amendment No. 3 thereto. Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Original Schedule 13D or the Amendments thereto.
Item 4.
|
Purpose of Transaction.
|
Underwriting Agreement
Lock-up Agreement
The summaries of the November 2018 Underwriting Agreement and November 2018 Lock-up Agreement contained in this Item 4 are qualified in their entirety by reference to the November 2018 Underwriting Agreement and the November 2018 Lock-up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of this Schedule 13D is hereby amended and supplemented as follows:
(a)-(b) The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 4 is incorporated by reference in its entirety into this Item 5.
The calculation is based upon 56,713,294 shares of Common Stock being outstanding as of November 29, 2018, as disclosed by the Issuer in its prospectus supplement on Form 424B4 filed with the SEC on November 29, 2018.
(c) Except for the sales described in Item 4 above, none of the Reporting Persons has effected any transactions in the shares of Common Stock since the filing of the Amendment No. 3 to the Original Schedule 13D.
(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer.
|
The information set forth in Item 4 of this Amendment No. 4 is incorporated by reference in its entirety into this Item 6.
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 of this Schedule 13D is hereby amended and supplemented as follows:
Exhibit No.
99.9.
|
Underwriting Agreement, dated November 27, 2018, by and among the Issuer, Sankaty Champion Holdings,
LLC, Sankaty Credit Opportunities IV, L.P., Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., CCP Champion Investors, LLC, MAK Champion Investment LLC, MAK-RO
Capital Master Fund L.P., and the Underwriter (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2018).
|
|
99.10.
|
Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 29, 2018).
|
|
SANKATY CHAMPION HOLDINGS, LLC
|
|||
|
By:
|
Bain Capital Credit Member, LLC, its manager
|
||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
|
SANKATY CREDIT OPPORTUNITIES IV, L.P.
|
|||
By: |
Sankaty Credit Opportunities Investors IV, LLC, its general partner
|
|||
|
By:
|
Bain Capital Credit Member, LLC, its managing member
|
||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
|
SANKATY CREDIT OPPORTUNITIES INVESTORS IV, LLC
|
|||
|
By:
|
Bain Capital Credit Member, LLC, its managing member
|
||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
|
BAIN CAPITAL CREDIT MEMBER, LLC
|
|||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|