Page 9 of 12 – SEC Filing
CUSIP No. 095306106 (Common Stock)
Explanatory Note: This Amendment No. 5 (this Amendment) to the Schedule 13D (the
Initial 13D) filed by the Filers (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on March 10, 2015, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on
February 16, 2017, Amendment No. 2 to the Initial 13D, filed on March 10, 2017, Amendment No. 3 to the Initial 13D, filed on March 22, 2017, and Amendment No. 4 to the Initial 13D, filed on June 20, 2017 amends and
supplements the items set forth herein.
As used in this statement, the term Filers collectively refers to:
| Coliseum Capital Management, LLC, a Delaware limited liability company (CCM); |
| Coliseum Capital, LLC, a Delaware limited liability company (CC); |
| Coliseum School Bus Holdings, LLC, a Delaware limited liability company (CSB); |
| Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP); |
| Coliseum Capital Partners II, L.P., a Delaware limited partnership (CCP2); |
| Adam Gray, a director of the Issuer (Gray); and |
| Christopher Shackelton (Shackelton). |
Item 4. Purpose of Transaction.
Securities Purchase Agreement
CCP, CCP II, CSB, and
Blackwell Partners, LLC Series A, a Delaware limited liability company (the Separate Account and together with CCP, CCP II, and CSB, the Sellers and each, individually, a Seller) and Blue Bird Corporation,
a Delaware corporation (the Issuer), entered into a Securities Purchase Agreement (the Purchase Agreement) on September 23, 2017, pursuant to which the Sellers agreed to sell and the Issuer agreed to purchase all of
(i) the shares of common stock, par value $0.0001 (the Common Stock) of the Issuer, (ii) the shares of the Issuers 7.625% Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share, and (iii) the
warrants to acquire Common Stock, in each case, owned by the Sellers (the Transaction Securities). The Issuer agreed to acquire the Transaction Securities for an aggregate purchase price of $32,113,843.36, reflecting a price per share of
Common Stock of $18.65. Pursuant to the Purchase Agreement, the Sellers will cause Mr. Adam Gray, a representative of the Sellers previously appointed to the board of directors of the Issuer, to resign from the board of the directors of the
Issuer, effective upon the closing of the transactions contemplated by the Purchase Agreement. A description of the Purchase Agreement contained herein is qualified in its entirety by reference to Exhibit 99.1, which is incorporated herein by
reference in its entirety.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
As of the
date of this Amendment No. 5, the Filers own no securities of the Issuer. Pursuant to that certain Purchase Agreement entered into by and between CCP, CCP II, CSB, and the Separate Account and the Issuer as of September 23, 2017, the
Sellers sold all of their securities of the Issuer for a total sale price of $32,113,843.36. The information in Item 4 is incorporated herein by reference.
The information relating to the beneficial ownership of shares of common stock, $0.0001 par value per share (the Common Shares) of Blue Bird
Corporation (the Issuer) by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference.
The information in Item 6 is incorporated herein by reference.
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