Filing Details

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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.

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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

---

 

 

 

 

 

 

 

 

 

Items 5(a)-(c) of this Schedule 13D are hereby amended and restated as follows:

(a) – (b) The percentages of Common Stock reported herein are based on 56,188,252 shares of Common Stock being outstanding upon completion of the offering described in Item 4 hereof, as disclosed by the Issuer in its prospectus on Form 424B4 filed with the Securities and Exchange Commission ("SEC") on July 30, 2018.

Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own Common Stock as follows:

a.  Amount beneficially owned: 9,799,020

b.  Percent of class: 17.4%

c.  Voting and dispositive power:

i.  Sole power to vote or to direct the vote: 0

ii. Shared power to vote or to direct the vote: 9,799,020

iii. Sole power to dispose or direct the disposition of: 0

iv. Shared power to dispose or direct the disposition of: 9,799,020

CCP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by Centerbridge Associates, its general partner, and Cayman GP, the general partner of Centerbridge Associates.  Neither Centerbridge Associates nor Cayman GP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 under the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP.  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of shares of Common Stock owned by CCP.

 

2.  Centerbridge Capital Partners Strategic, L.P.

a.  Amount beneficially owned: 331,554

b.  Percent of class: 0.6%

c.  Voting and dispositive power:

i.  Sole power to vote or to direct the vote: 0

ii. Shared power to vote or to direct the vote: 331,554

iii. Sole power to dispose or direct the disposition of: 0

iv. Shared power to dispose or direct the disposition of: 331,554

CCPS has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by Centerbridge Associates, its general partner, and Cayman GP, the general partner of Centerbridge Associates.  Neither Centerbridge Associates nor Cayman GP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 under the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCPS.  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of shares of Common Stock owned by CCPS.

3.  CCP Champion Investors, LLC

a.  Amount beneficially owned: 241,026

b.  Percent of class: 0.4%

c.  Voting and dispositive power:

i.  Sole power to vote or to direct the vote: 0

ii. Shared power to vote or to direct the vote: 241,026

iii. Sole power to dispose or direct the disposition of: 0

iv. Shared power to dispose or direct the disposition of: 241,026

 

4.  Centerbridge Associates, L.P. and Centerbridge Cayman GP Ltd.

a.  Amount beneficially owned: 10,371,600

b.  Percent of class: 18.5%

c.  Voting and dispositive power:

i.  Sole power to vote or to direct the vote: 0

ii. Shared power to vote or to direct the vote: 10,371,600

iii. Sole power to dispose or direct the disposition of: 0

iv. Shared power to dispose or direct the disposition of: 10,371,600

Neither Centerbridge Associates nor Cayman GP directly owns any shares of Common Stock.  Centerbridge Associates, as general partner of CCP and CCPS, and as manager of CCPCI, has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by CCP, CCPS and CCPCI, which powers may also be exercised by Cayman GP, the general partner of Centerbridge Associates.  By reason of the provisions of Rule 13d-3 under the Act, Centerbridge Associates and Cayman GP may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP, CCPS and CCPCI.  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of shares of Common Stock owned by CCP, CCPS and CCPCI.

5.  Centerbridge Capital Partners SBS, L.P. and CCP SBS GP, LLC

a.  Amount beneficially owned: 89,921

b.  Percent of class: 0.2%

c.  Voting and dispositive power:

i.  Sole power to vote or to direct the vote: 0

ii. Shared power to vote or to direct the vote: 89,921

iii. Sole power to dispose or direct the disposition of: 0

iv. Shared power to dispose or direct the disposition of: 89,921

SBS has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by SBS GP, its general partner.  SBS GP does not directly own any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 under the Act, SBS GP may be deemed to beneficially own the shares of Common Stock beneficially owned by SBS.  However, none of the foregoing should be construed in and of itself as an admission by SBS GP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, SBS GP expressly disclaims beneficial ownership of shares of Common Stock owned by SBS.

6.  Mark T. Gallogly and Jeffrey H. Aronson

a.  Amount beneficially owned: 10,461,521

b.  Percent of class: 18.6%

c.  Voting and dispositive power:

i.  Sole power to vote or to direct the vote: 0

ii. Shared power to vote or to direct the vote: 10,461,521

iii. Sole power to dispose or direct the disposition of: 0

iv. Shared power to dispose or direct the disposition of: 10,461,521

Messrs. Gallogly and Aronson, indirectly, through various intermediate entities control each of the Centerbridge Funds.  Neither Mr. Gallogly nor Mr. Aronson directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 under the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by the Centerbridge Funds.  However, none of the foregoing should be construed in and of itself as an admission by Messrs. Gallogly or Aronson or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person.  In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of the shares of Common Stock owned by any of the Centerbridge Funds.

 

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.

Dated: August 14, 2018

 

 

[Skyline Champion Corporation – Schedule 13D/A]