A newly amended 13D filing with the US SEC revealed that Christopher Shackelton and Adam Gray‘s Coliseum Capital had signed a Securities Purchase Agreement with Universal Technical Institute Inc (NYSE:UTI), upon which the company agreed to sell to the fund 700,000 shares of Series A Preferred Stock at a total purchase price of $70 million. Series A Preferred Stock can be converted into Common Shares, but only under certain conditions, such as stockholder approval (NYSE standards) and approval of the applicable educational regulatory agencies, without these conditions conversion is also possible if it would lead to the fund’s aggregate holding of no more than 4.99% of the outstanding stock. Universal Technical Institute (NYSE:UTI) also agreed to appoint Christopher Shackelton to its board of directors. After entering Securities Purchase Agreement, the company and the fund entered into Registration Rights Agreement, as well, in order to grant the fund certain piggyback registration rights covering the purchased shares. The new filing also showed that Coliseum Capital owns 4.86 million shares of Universal Technical Institute (NYSE:UTI), which account for 19% of the outstanding common stock, and include common shares “that are held directly by Christopher Shackelton, his spouse and trusts for the benefit of his descendants”. This represents an addition to the stake, as the fund previously held 3.6 million common shares as reported in its latest 13F filing (for the end of March).
Universal Technical Institute, as the name denotes, is engaged in providing technical education, more precisely providing post-secondary education for the people who want to become technicians in these areas – motorcycle, diesel, marine, collision repair and automotive. Over the past 12 months, the company’s stock has lost 75.64%. In its latest financial report for the second quarter of fiscal 2016, Universal Technical Institute reported a loss per share of $0.17 in line with estimates, and revenue of $88.19 million, slightly above the estimates of $84.5.
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According to our database, nine investors were long the Universal Technical Institute (NYSE:UTI) at the end of March, compared to 11 funds in the previous quarter. Among them the biggest position was held by Alexander Medina Seaver’s Stadium Capital Management, worth around $15.5 million, and the second largest position was disclosed by Coliseum Capital. Some other investors with similar bullishness include Jim Simons’s Renaissance Technologies, Wilmot B. Harkey and Daniel Mack’s Nantahala Capital Management, and D. E. Shaw’s D E Shaw.
Among investors who were no longer optimistic about investing in Universal Technical Institute, Inc. (NYSE:UTI) and who decided to drop their positions are Israel Englander’s Millennium Management, which dumped estimated $0.2 million in stock, and Gavin Saitowitz and Cisco J. del Valle’s Springbok Capital, which sold off about $0.1 million worth of shares.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Coliseum Capital Management | 0 | 4,816,515 | 0 | 4,816,515 | 4,816,515 | 18.8% |
Coliseum Capital | 0 | 3,957,022 | 0 | 3,957,022 | 3,957,022 | 15.5% |
Coliseum Capital Partners | 0 | 3,382,613 | 0 | 3,382,613 | 3,382,613 | 13.2% |
Coliseum Capital Partners II | 0 | 1,789,200 | 0 | 1,789,200 | 1,789,200 | 7.0% |
Coliseum Holdings I | 0 | 1,214,791 | 0 | 1,214,791 | 1,214,791 | 4.8% |
Coliseum Capital Co-Invest | 0 | 1,214,791 | 0 | 1,214,791 | 1,214,791 | 4.8% |
Adam Gray | 0 | 4,816,515 | 0 | 4,816,515 | 4,816,515 | 18.8% |
Christopher Shackelton | 41,475 | 4,816,515 | 41,475 | 4,816,515 | 4,857,990 | 19.0% |
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Page 1 of 15 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
UNIVERSAL
TECHNICAL INSTITUTE, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
913915104
(CUSIP Number)
Christopher Shackelton/Adam Gray
Metro Center
1 Station
Place, 7th Floor South
Stamford, CT 06902
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 24, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
* | The remainder of this cover page shall be filled out for a reporting persons 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, as amended, (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act (however, see the Notes).
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Page 2 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 2 of 15 Pages |
1. | Names of Coliseum Capital Management, LLC | |||||
2. | Check the appropriate box if a member (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds (see instructions) AF | |||||
5. | Check if disclosure of legal ¨ | |||||
6. | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 4,816,515 (1) | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 4,816,515 (1) | |||||
11. | Aggregate amount beneficially owned by each reporting person 4,816,515 (1) | |||||
12. | Check if the aggregate amount in Row ¨ | |||||
13. | Percent of class represented by amount 18.8% (1) | |||||
14. | Type of reporting person (see IA |
(1) | Consists of (a) 3,601,724 of shares of the Issuers common stock, $0.0001 par value per share (the Common Shares) and (b) 1,214,791 Common Shares that could currently be obtained upon conversion of the Issuers Series A Convertible Preferred Stock, par value $0.0001 per share (Series A Preferred Stock) or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 19,806,230 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap (as such terms are defined in Item 4 below). |
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Page 3 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 3 of 15 Pages |
1. | Names of Coliseum Capital, LLC | |||||
2. | Check the appropriate box if a member (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds (see instructions) AF | |||||
5. | Check if disclosure of legal ¨ | |||||
6. | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 3,957,022 (1) | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 3,957,022 (1) | |||||
11. | Aggregate amount beneficially owned by each reporting person 3,957,022 (1) | |||||
12. | Check if the aggregate amount in Row ¨ | |||||
13. | Percent of class represented by amount 15.5% (1) | |||||
14. | Type of reporting person (see OO |
(1) | Consists of (a) 2,742,231 Common Shares and (b) 1,214,791 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 15,862,686 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap. |
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Page 4 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 4 of 15 Pages |
1. | Names of Coliseum Capital Partners, L.P. | |||||
2. | Check the appropriate box if a member (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds (see instructions) WC | |||||
5. | Check if disclosure of legal ¨ | |||||
6. | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 3,382,613 (1) | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 3,382,613 (1) | |||||
11. | Aggregate amount beneficially owned by each reporting person 3,382,613 (1) | |||||
12. | Check if the aggregate amount in Row ¨ | |||||
13. | Percent of class represented by amount 13.2% (1) | |||||
14. | Type of reporting person (see PN |
(1) | Consists of (a) 2,167,822 Common Shares and (b) 1,214,791 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 9,274,698 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap. |
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Page 5 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 5 of 15 Pages |
1. | Names of Coliseum Capital Partners II, L.P. | |||||
2. | Check the appropriate box if a member (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds (see instructions) WC | |||||
5. | Check if disclosure of legal ¨ | |||||
6. | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 1,789,200 (1) | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 1,789,200 (1) | |||||
11. | Aggregate amount beneficially owned by each reporting person 1,789,200 (1) | |||||
12. | Check if the aggregate amount in Row ¨ | |||||
13. | Percent of class represented by amount 7.0% (1) | |||||
14. | Type of reporting person (see PN |
(1) | Consists of (a) 574,409 Common Shares and (b) 1,214,791 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 1,705,329 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap. |
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Page 6 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 6 of 15 Pages |
1. | Names of Coliseum Holdings I, LLC | |||||
2. | Check the appropriate box if a member (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds (see instructions) WC | |||||
5. | Check if disclosure of legal ¨ | |||||
6. | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 1,214,791 (1) | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 1,214,791 (1) | |||||
11. | Aggregate amount beneficially owned by each reporting person 1,214,791 (1) | |||||
12. | Check if the aggregate amount in Row ¨ | |||||
13. | Percent of class represented by amount 4.8% (1) | |||||
14. | Type of reporting person (see 00 |
(1) | Consists of 1,214,791 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 19,806,230 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap. |
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Page 7 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 7 of 15 Pages |
1. | Names of Coliseum Capital Co-Invest, L.P. | |||||
2. | Check the appropriate box if a member (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds (see instructions) WC | |||||
5. | Check if disclosure of legal ¨ | |||||
6. | Citizenship or place of Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 1,214,791 (1) | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 1,214,791 (1) | |||||
11. | Aggregate amount beneficially owned by each reporting person 1,214,791 (1) | |||||
12. | Check if the aggregate amount in Row ¨ | |||||
13. | Percent of class represented by amount 4.8% (1) | |||||
14. | Type of reporting person (see PN |
(1) | Consists of 1,214,791 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 2,453,077 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap. |
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Page 8 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 8 of 15 Pages |
1. | Names of Adam | |||||
2. | Check the appropriate box if a member (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds (see instructions) AF | |||||
5. | Check if disclosure of legal ¨ | |||||
6. | Citizenship or place of United States | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 4,816,515 (1) | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 4,816,515 (1) | |||||
11. | Aggregate amount beneficially owned by each reporting person 4,816,515 (1) | |||||
12. | Check if the aggregate amount in Row ¨ | |||||
13. | Percent of class represented by amount 18.8% (1) | |||||
14. | Type of reporting person (see IN |
(1) | Consists of (a) 3,601,724 Common Shares and (b) 1,214,791 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 19,806,230 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap. |
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Page 9 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 9 of 15 Pages |
1. | Names of Christopher Shackelton | |||||
2. | Check the appropriate box if a member (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds (see instructions) AF, PF | |||||
5. | Check if disclosure of legal ¨ | |||||
6. | Citizenship or place of United States | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 41,475 (1) | ||||
8. | Shared voting power 4,816,515 (2) | |||||
9. | Sole dispositive power 41,475 (1) | |||||
10. | Shared dispositive power 4,816,515 (2) | |||||
11. | Aggregate amount beneficially owned by each reporting person 4,857,990 (1)(2) | |||||
12. | Check if the aggregate amount in Row ¨ | |||||
13. | Percent of class represented by amount 19.0% (1)(2) | |||||
14. | Type of reporting person (see IN |
(1) | Consists of Common Shares that are held directly by Christopher Shackelton, his spouse and trusts for the benefit of his descendants. |
(2) | Consists of (a) 3,601,724 Common Shares and (b) 1,214,791 Common Shares that could currently be obtained upon conversion of the Series A Preferred Stock or that could be voted pursuant to the as-converted voting provisions of the Series A Preferred Stock. Does not include 19,806,230 Common Shares (or the voting equivalent thereof) subject to the Conversion Cap and the Voting Cap. |
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Page 10 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 10 of 15 Pages |
This Amendment No. 1 (this Amendment) to the Schedule 13D (the Initial
Schedule 13D) filed on March 21, 2016 with the Securities and Exchange Commission (the SEC) by Coliseum Capital Management, LLC (CCM), Coliseum Capital, LLC (CC), Coliseum
Capital Partners, L.P. (CCP), Coliseum Capital Partners II, L.P. (CCP2), Adam Gray (Gray) and Christopher Shackelton (Shackelton), relating to shares of common stock,
$0.0001 par value per share (the Common Shares), of Universal Technical Institute, Inc. (the Issuer), a corporation organized under the laws of Delaware, amends and supplements the Initial Schedule 13D as set
forth below.
Item 2. Identity and Background.
Item 2 is amended and restated in its entirety as follows:
The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization,
general partners, directors, executive officers and controlling persons and the information regarding them, are as follows:
(a) | This Schedule 13D is filed by: |
CCM, a Delaware limited liability company; |
CC, a Delaware limited liability company; |
CCP, a Delaware limited partnership; |
CCP2, a Delaware limited partnership ; |
Coliseum Holdings I, LLC, a Delaware limited partnership (CH1); |
Coliseum Capital Co-Invest, L.P., a Delaware limited partnership (CCC); |
Gray; and |
Shackelton. |
The foregoing persons are hereinafter sometimes collectively referred to as the
Reporting Persons.
(b) | The business address of the Reporting Persons is Metro Center, 1 Station Place, 7th Floor South, Stamford, CT 06902. |
(c) | The present principal business, occupation or employment of each of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted is as follows: |
CCM is the investment adviser to CCP, CCP2 and CCC, which are investment limited partnerships. CC is the General
Partner of CCP, CCP2 and CCC. Gray and Shackelton are the managers of CC and CCM. CCM is the non-member manager of CH1. CH1s business is to serve an investment vehicle for the Reporting Persons investment in the Series A Preferred Stock
and is the direct owner of all the Series A Preferred Stock reported in this Amendment. CH1 is owned by certain of the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) as follows:
Reporting Person | Percentage Ownership in CH1 | |||
CCP | 49.9 | % | ||
Separate Account | 18.8 | % |
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Page 11 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 11 of 15 Pages |
CCP2 | 13.9 | % | ||
CCC | 17.4 | % | ||
Total | 100.0 | % |
(d) | During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. |
(f) | The citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto. |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is supplemented as follows:
The source and amount
of funds used in purchasing the Series A Preferred Stock by certain of the Reporting Persons and the Separate Account are as follows:
Purchaser | Source of Funds | Amount | ||||
CCP | Working Capital | $ | 34,930,000 | |||
CCP2 | Working Capital | $ | 9,724,000 | |||
CCC | Working Capital | $ | 12,214,000 | |||
Separate Account | Working Capital | $ | 13,132,000 |
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
Securities Purchase
Agreement
On June 24, 2016, the Issuer entered into a securities purchase agreement (the Purchase Agreement) with Coliseum
Holdings I, LLC (CH1), a special purpose vehicle used by the Reporting Persons to acquire the Series A Preferred Stock. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to CH1 in a private placement (the
Private Placement) 700,000 shares of Series A Preferred Stock at a purchase price per share of $100.00 for gross proceeds of $70 million.
Certificate of Designations
Pursuant to the Certificate
of Designations of Series A Preferred Stock (the Certificate of Designations), the Series A Preferred Stock may be converted into Common Shares, subject to certain conditions. Until stockholder approval as required under the
listing standards of the NYSE and approval of the applicable educational regulatory agencies (including without limitation the Department of Education) (collectively, Required Approvals) in connection with the Private Placement is
obtained, the Series A Preferred Stock beneficially owned by the holders of Series A Preferred Stock and their respective affiliates may only be converted into Common Shares to the extent that, after giving effect to such conversion, the amount of
Common Shares the holder thereof together with its affiliates would beneficially own pursuant to such conversion, in the aggregate, is less than or equal to 4.99% of the Common Shares outstanding on the date of issuance of the Series A Preferred
Stock (the Conversion Cap). The Conversion Cap will not apply to the Series A Preferred Stock once the Issuer obtains the Required Approvals.
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Page 12 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 12 of 15 Pages |
The Series A Preferred Stock will be entitled to vote with the holders of Common Shares (and any other class
or series similarly entitled to vote with the holders of Common Shares) and not as a separate class, at any annual or special meeting of stockholders of the Issuer, and may act by written consent in the same manner as the holders of Common Shares,
on an as-converted basis, provided that prior to the receipt of the Required Approvals, the voting power of the Series A Preferred Stock beneficially owned by each holder of Series A Preferred Stock together with its respective affiliates, will not
to exceed 4.99% of the aggregate voting power of all of the Issuers voting stock outstanding on the date of issuance of the Series A Preferred Stock (the Voting Cap). The holders of Series A Preferred Stock are also entitled
to consent to certain matters, as more fully described in the Certificate of Designations.
Dividends on the Series A Preferred Stock are noncumulative
and accrue from the date of the original issuance at a rate of 7.5% per annum on the liquidation preference then in effect (a Cash Dividend). As of the date of issuance of the Series A Preferred Stock, the liquidation preference is
equal to $100.00, which may be adjusted from time to time by the accrual of Accrued Dividends (as defined below). If the Issuer does not declare and pay a Cash Dividend, the liquidation preference on the Series A Preferred Stock will be increased to
an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to such then-applicable liquidation preference multiplied by 9.5% per annum (an Accrued Dividend).
If the Issuer is required or elects to obtain the Required Approvals, and if such approval are not obtained within the time periods set forth in the
Certificate of Designations, the dividend rate with respect to Cash Dividends and Accrued Dividends will increased to a rate of 12.5% and 14.5%, respectively, subject to downward adjustment upon obtaining the Required Approvals.
The foregoing summary of the Purchase Agreement and Certificate of Designations is qualified in its entirety by the Purchase Agreement, a copy of which is
filed as Exhibit 2 to this Amendment and incorporated herein by reference, and by the Certificate of Designations, a copy of which is filed as Exhibit 3 to this Amendment and incorporated herein by reference.
Registration Rights Agreement
On June 24, 2016, the
Issuer and the CH1 entered into a registration rights agreement (the Registration Rights Agreement) that will, among other things and subject to certain exceptions, require the Issuer, upon the request of the holders of the Series
A Preferred Stock to register the Common Shares issuable upon conversion of the Series A Preferred Stock. Pursuant to the terms of the Registration Rights Agreement, these registration rights will not become effective until twelve months after the
closing date of the Private Placement and the costs incurred in connection with such registrations will be borne by the Issuer.
The foregoing summary of
the Registration Rights Agreement is qualified in its entirety by the Registration Rights Agreement, a copy of which is filed as Exhibit 4 to this Schedule 13D and incorporated herein by reference.
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Page 13 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 13 of 15 Pages |
Appointment of Christopher Shackelton as Director
In connection with the entry into the Purchase Agreement, the Issuer will appoint Christopher Shackelton to its board of directors. Mr. Shackeltons
initial term as director will run until the next annual meeting of the Issuers stockholders at which members of its board of directors are elected.
The Reporting Persons acquired the Series A Preferred Stock and the Common Shares (collectively, the Securities) for investment purposes,
and such purposes were made in the Reporting Persons ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Securities at times, and in
such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Securities, changes in the Issuers operations, business strategy or prospects, or from a sale or merger of the
Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuers operations, prospects, business development, management, competitive and strategic matters, capital structure and prevailing market conditions, as
well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such
matters with management or directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and
discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Securities, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the
Issuers operations, governance or capitalization or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other
plans and/or make other proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D or acquire additional
Securities or dispose of all or some of the Securities beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
(a) | (b) The information relating to the beneficial ownership of the Common Shares by each of the Reporting Persons 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 24,344,515 Common Shares outstanding as of March 31, 2016, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the SEC on April 29, 2016. |
(c) | See Item 4 above. |
(d) | Except as set forth in Item 6 hereof, 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 Series A Preferred Stock reported herein. |
(e) | Not applicable. |
The information in Items 4 and 6 hereof is incorporated herein by reference.
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Page 14 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 14 of 15 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
Item 6 is supplemented as follows:
CCM is
an investment adviser whose clients, including CCP, CCP2, CCC and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series A Preferred Stock. CC is the general
partner of CCP, CCP2 and CCC. Gray and Shackelton are the managers of CC and CCM. CCM is the non-member manager of CH1.
The Reporting Persons are parties
to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.
The information in Item 4 hereof is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Exhibit | Description | |
1* | Joint Filing Agreement, dated June 28, 2016 | |
2* | Purchase Agreement, dated June 24, 2016 | |
3* | Certificate of Designations, dated June 23, 2016 | |
4* | Registration Rights Agreement, dated June 24, 2016 |
* | Filed herewith. |
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Page 15 of 15 – SEC Filing
SCHEDULE 13D | ||||
CUSIP No. 913915104 | Page 15 of 15 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct
DATED: June 28, 2016
COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL PARTNERS II, L.P. | |||||
By: | Coliseum Capital, LLC, General Partner | |||||
By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||
Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||
COLISEUM CAPITAL, LLC | ADAM GRAY | |||||
By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||
Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||
COLISEUM CAPITAL PARTNERS, L.P. | CHRISTOPHER SHACKELTON | |||||
By: | Coliseum Capital, LLC, General Partner | |||||
By: | /s/ Chivonne Cassar Chivonne Cassar, Attorney-in-fact | By: | /s/ Chivonne Cassar Chivonne Cassar, Attorney-in-fact | |||
COLISEUM HOLDINGS I, LLC | COLISEUM CAPITAL CO-INVEST, L.P. | |||||
By: | Coliseum Capital Management, LLC, its Manager | By: | Coliseum Capital, LLC, General Partner | |||
By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||
Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact |