CUSIP No. 830830105
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SCHEDULE 13D/A
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Page 2 of 9
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1
|
|
NAMES
OF REPORTING PERSONS
MAK Capital One L.L.C.
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS (see instructions)
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
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
4,039,759
|
|
9
|
|
SOLE
DISPOSITIVE POWER
|
|
10
|
|
SHARED
DISPOSITIVE POWER
4,039,759
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,039,759
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
x
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% (See Item 5)*
|
14
|
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
|
* 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 filed with the SEC on March 1, 2019 pursuant to Rule 424(b)(4).
CUSIP No. 830830105
|
SCHEDULE
13D/A
|
Page
3 of 9
|
1
|
|
NAMES
OF REPORTING PERSONS
Michael A. Kaufman
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS (see instructions)
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE
VOTING POWER
|
|
8
|
|
SHARED
VOTING POWER
4,039,759
|
|
9
|
|
SOLE
DISPOSITIVE POWER
|
|
10
|
|
SHARED
DISPOSITIVE POWER
4,039,759
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,039,759
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
x
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% (See Item 5)*
|
14
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
* 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 filed with the SEC on March 1, 2019 pursuant to Rule 424(b)(4).
CUSIP No. 830830105
|
SCHEDULE
13D/A
|
Page
4 of 9
|
1
|
|
NAMES
OF REPORTING PERSONS
MAK Champion Investment
LLC
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS (see instructions)
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
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
2,949,024
|
|
9
|
|
SOLE
DISPOSITIVE POWER
|
|
10
|
|
SHARED
DISPOSITIVE POWER
2,949,024
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,949,024
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
x
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% (Seem Item 5)*
|
14
|
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
* 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 filed with the SEC on March 1, 2019 pursuant to Rule 424(b)(4).
CUSIP No. 830830105
|
SCHEDULE
13D/A
|
Page
5 of 9
|
1
|
|
NAMES
OF REPORTING PERSONS
MAK Capital Fund LP
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS (see instructions)
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE
VOTING POWER
|
|
8
|
|
SHARED
VOTING POWER
2,949,024
|
|
9
|
|
SOLE
DISPOSITIVE POWER
|
|
10
|
|
SHARED
DISPOSITIVE POWER
2,949,024
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,949,024
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
x
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% (Seem Item 5)*
|
14
|
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
* 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 filed with the SEC on March 1, 2019 pursuant to Rule 424(b)(4).
CUSIP No. 830830105
|
SCHEDULE
13D/A
|
Page
6 of 9
|
1
|
|
NAMES
OF REPORTING PERSONS
MAK-ro Capital Master
Fund LP
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
x
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS (see instructions)
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE
VOTING POWER
|
|
8
|
|
SHARED
VOTING POWER
1,090,735
|
|
9
|
|
SOLE
DISPOSITIVE POWER
|
|
10
|
|
SHARED
DISPOSITIVE POWER
1,090,735
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,735
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
x
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (Seem Item 5)*
|
14
|
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
* 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 filed with the SEC on March 1, 2019 pursuant to Rule 424(b)(4).
SCHEDULE
13D
This
Amendment No. 6 to the statement on Schedule 13D (“
Amendment No. 6
”) amends the Schedule 13D originally filed
by the Reporting Persons on June 11, 2018, as amended on August 7, 2018, as further amended on August 14, 2018, as further amended
on September 25, 2018, as further amended on November 30, 2018 and as further amended on December 7, 2018 (collectively, the “
Schedule
13D
”), relates to 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. 6 does not modify any of the information previously reported on the Schedule
13D. Capitalized terms used but not otherwise defined in this Amendment No. 6 shall have the meanings ascribed to them
in the Schedule 13D.
Item
4.
Purpose of Transaction
.
Item
4 of the Schedule 13D is hereby amended and supplemented as follows:
Underwriting
Agreement
After
the close of business on February 27, 2019, the MAK Fund and MAK-ro Fund and certain other Sponsors and other selling shareholders (collectively, the “
Selling
Shareholders
”) entered into an underwriting agreement (the “
Underwriting Agreement
”) with Issuer
and Barclays Capital, Inc. (the “
Underwriter
”), pursuant to which the Underwriter agreed
to purchase an aggregate of 10,750,202 shares of Common Stock from the Selling Shareholders at the public offering price of $20.46
per share, less the underwriting discount of $0.248 per share. The transaction closed on March 5, 2019. MAK Fund and MAK-ro Fund
sold 1,095,000 and 405,000 shares of Common Stock, respectively.
Lock-up
Agreement
In
connection with the Underwriting Agreement, each of the Selling Shareholders entered into a lock-up agreement (the “
Lock-up
Agreement
”) with the Representative. Under the Lock-up Agreement, each Selling Shareholder agreed, subject to specified
exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock, or securities convertible into or exercisable
or exchangeable for shares Common Stock, for 45 days after February 27, 2019 without first obtaining the written consent of the
Representative.
The
summaries of the Underwriting Agreement and Lock-up Agreement contained in this Item 4 are qualified in their entirety by reference
to the Underwriting Agreement and the 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 the 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. 6 is incorporated
by reference in its entirety into this Item 5.
Pursuant
to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own Common Stock as follows: (i) MAK Capital
and Mr. Kaufman possess the voting power and dispositive power in respect of 4,039,759 shares; (ii) MAK Champion and MAK Fund
possess the voting power and dispositive power in respect of 2,949,024 shares; and (iii) MAK-ro Fund possesses the voting power
and dispositive power in respect of 1,090,735 shares.
By
virtue of the Investor Rights Agreement and the Coordination Agreement (each of which terminated by their terms upon the completion
of the Transaction described in Item 4 of this Amendment No 6), the Reporting Persons and other Sponsors may be deemed to
have been members of a “group” (within the meaning of Rule 13d-5 under the Act). However, in connection
with the Transaction described in Item 4 of this Amendment No. 6, each of the other Sponsors no longer beneficially own any shares
of the Issuer’s outstanding Common Stock and disclaim “group” status within the meaning of Rule 13d-5. The
filing of this Amendment No. 6 to the Schedule 13D shall not be deemed an admission that the Reporting Persons and the other Sponsors
are or were 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. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held
by each of the other Sponsors.
The
calculation is based upon 56,713,294 shares of Common Stock being outstanding upon completion of the offering pursuant to
the Underwriting Agreement, as disclosed by the Issuer in its prospectus supplement filed with the SEC on March 1, 2019 pursuant
to Rule 424(b)(4).
(c)
Except for the sales described in Item 4 above and in the Schedule 13D, no Reporting Person
has effected any transactions in the shares of Common Stock during the last 60 days.
Item.
6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of Issuer.
Item
6 of this Schedule 13D is hereby amended and supplemented as follows
The
information set forth in Item 4 of this Amendment No. 6 is incorporated by reference in its entirety into this Item 6.
Item
7. Material to be Filed as Exhibits
Exhibit
9
|
Underwriting Agreement, dated February 27, 2019, 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., Arthur J. Decio and the Representative (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 March 1, 2019).
|
Exhibit
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 March 1, 2019).
|
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.
|
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Date: March 5, 2019
|
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MAK CAPITAL ONE L.L.C.
|
|
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By:
|
/s/ Michael
A. Kaufman
|
|
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Michael A. Kaufman,
|
|
|
Managing Member
|
|
|
|
|
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/s/ Michael
A. Kaufman
|
|
|
MICHAEL A. KAUFMAN
|
|
|
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MAK CHAMPION INVESTMENT LLC
|
By:
|
MAK CAPITAL FUND LP
|
|
|
|
|
By:
|
/s/ Michael
A. Kaufman
|
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Michael A. Kaufman,
|
|
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President
|
|
|
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MAK CAPITAL FUND LP
|
|
By:
|
MAK GP LLC, general partner
|
|
|
|
|
By:
|
/s/ Michael
A. Kaufman
|
|
|
Michael A. Kaufman,
|
|
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Managing Member
|
|
|
|
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MAK-RO CAPITAL MASTER FUND
LP
|
By:
|
MAK GP LLC, general partner
|
|
|
|
|
By:
|
/s/ Michael
A. Kaufman
|
|
|
Michael A. Kaufman,
|
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Managing Member
|
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