Skyline Champion Corporation

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*	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.

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* Excludes 20,867,338 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 56,188,252 shares of Common Stock being outstanding upon completion of the offering described herein, as disclosed by the Issuer in its prospectus on Form 424B4 filed with the SEC on July 30, 2018.

 

CUSIP No. 830830105

SCHEDULE 13D

Page 3 of 7 Pages

 

1	NAMES OF REPORTING PERSONS
	Sankaty Champion Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	T
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
			7,703,684*
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			7,703,684*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,703,684
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)
	13.7% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

 

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This Amendment No. 2 to the statement on Schedule 13D (“Amendment No. 2”) 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”), 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. 2 does not modify any of the information previously reported on the Original Schedule 13D or the Amendment No. 1 thereto.  Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Original Schedule 13D or the Amendment No. 1 thereto.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

On August 7, 2018, the Underwriter Representatives exercised their Greenshoe Option, pursuant to the August 2, 2018 Underwriting Agreement, to purchase an additional 1,350,000 shares from the Selling Shareholders.  Pursuant to the Greenshoe Option, Sankaty Credit Opportunities IV, L.P. and Sankaty Champion Holdings, LLC sold 116,984 and 313,675 shares of Common Stock, respectively, to the Underwriter Representatives, which such transaction closed on August 10, 2018.

 

Item 5 of the Original 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. 2  is incorporated by reference in its entirety into this Item 5.

By virtue of the Investor Rights Agreement and the Coordination Agreement, the Reporting Persons and the other Sponsors may be deemed to be members of a “group” (within the meaning of Rule 13d-5 under the Act) that beneficially owns an aggregate of 31,444,058 shares, or approximately 56.0%, of the outstanding shares of Common Stock.  However, neither the filing of this Amendment No. 2, nor the filing of the Original Schedule 13D or the Amendment No. 1 thereto, shall be deemed an admission that the Reporting Persons and the other Sponsors are members of any such group.  Each of the other Sponsors has separately filed a Schedule 13D reporting its beneficial ownership of the shares of Common Stock held by it and is separately filing an amendment to its Schedule 13D to report the sale of shares of Common Stock pursuant to the Greenshoe Option.  Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held by each of the other Sponsors.

(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. 1 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.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 14, 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