Page 8 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
Explanatory Note: This Amendment No. 3 (this Amendment) to the Schedule 13D relating
to BioScrip, Inc., a Delaware corporation (the Issuer), filed by the Filers (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on March 19, 2015 (the Initial 13D), as amended
and supplemented by Amendment No. 1 to the Initial 13D filed on August 27, 2015 and Amendment No. 2 to the Initial 13D filed on April 5, 2016, amends and supplements certain of the items set forth therein.
As used in this Amendment, 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 Capital Partners, L.P., a Delaware limited partnership (CCP);
Coliseum Capital Partners II, L.P., a Delaware limited partnership (CCP2);
Adam Gray (Gray); and
Christopher Shackelton, a director of the Issuer (Shackelton).
Item 3. Source and Amount
of Funds or Other Consideration.
The source and amount of funds used in purchasing the Common Stock referred to in Item 4 below by the Filers and
a separate account investment advisory client of CCM (the Separate Account) were as follows:
Purchaser
Source of Funds Amount CCP
Working Capital $ 5,288,210.00 CCP2
Working Capital $ 1,183,324.00 Separate Account
Working Capital $ 1,928,466.00
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
Capitalized terms used
herein but not defined herein have the meanings assigned to them in the Initial 13D.
On June 16, 2016, the Issuer entered into an Underwriting
Agreement among the Issuer and Jefferies LLC, as representative for the underwriters therein, relating to an underwritten public offering of 45,200,000 Common Shares (the Offering). The Filers acquired 4,200,000 Common Shares in the
Offering at a purchase price of $2.00 per share.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
The
information relating to the beneficial ownership of Common Shares by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages
filed herewith are calculated based upon 113,980,241 Common Shares outstanding as of June 22, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 2, 2016 and also includes 45,200,000 Common Shares issued in the
Offering.
The Filers have not effected transactions in the Common Shares in open market transactions in the sixty days preceding the filing of this
Amendment.
Except as set forth in Item 6 hereof, no other person has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Shares, Preferred Shares or Warrants reported herein.
Page 8 of 9
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CUSIP No. 09069N108 (Common Stock)
Explanatory Note: This Amendment No. 3 (this Amendment) to the Schedule 13D relating
to BioScrip, Inc., a Delaware corporation (the Issuer), filed by the Filers (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on March 19, 2015 (the Initial 13D), as amended
and supplemented by Amendment No. 1 to the Initial 13D filed on August 27, 2015 and Amendment No. 2 to the Initial 13D filed on April 5, 2016, amends and supplements certain of the items set forth therein.
As used in this Amendment, 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 Capital Partners, L.P., a Delaware limited partnership (CCP); |
| Coliseum Capital Partners II, L.P., a Delaware limited partnership (CCP2); |
| Adam Gray (Gray); and |
| Christopher Shackelton, a director of the Issuer (Shackelton). |
Item 3. Source and Amount
of Funds or Other Consideration.
The source and amount of funds used in purchasing the Common Stock referred to in Item 4 below by the Filers and
a separate account investment advisory client of CCM (the Separate Account) were as follows:
| Purchaser | Source of Funds | Amount | ||||||
| CCP | Working Capital | $ | 5,288,210.00 | |||||
| CCP2 | Working Capital | $ | 1,183,324.00 | |||||
| Separate Account | Working Capital | $ | 1,928,466.00 | |||||
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
Capitalized terms used
herein but not defined herein have the meanings assigned to them in the Initial 13D.
On June 16, 2016, the Issuer entered into an Underwriting
Agreement among the Issuer and Jefferies LLC, as representative for the underwriters therein, relating to an underwritten public offering of 45,200,000 Common Shares (the Offering). The Filers acquired 4,200,000 Common Shares in the
Offering at a purchase price of $2.00 per share.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
The
information relating to the beneficial ownership of Common Shares by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages
filed herewith are calculated based upon 113,980,241 Common Shares outstanding as of June 22, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 2, 2016 and also includes 45,200,000 Common Shares issued in the
Offering.
The Filers have not effected transactions in the Common Shares in open market transactions in the sixty days preceding the filing of this
Amendment.
Except as set forth in Item 6 hereof, no other person has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Shares, Preferred Shares or Warrants reported herein.
Page 8 of 9
