UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
LHC GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
50187A107
(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 5, 2015
(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. ¨
The information required in 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).
Page 1 of 11
CUSIP No. 50187A107 (Common Stock) |
1. | Names of Reporting Persons
Coliseum Capital Management, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
2,165,471 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
2,165,471 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,165,471 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
12.05% | |||||
12. | Type of Reporting Person (See Instructions)
OO, IA |
Page 2 of 11
CUSIP No. 50187A107 (Common Stock) |
1. | Names of Reporting Persons
Coliseum Capital, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,514,569 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,514,569 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,514,569 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.40% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 3 of 11
CUSIP No. 50187A107 (Common Stock) |
1. | Names of Reporting Persons
Coliseum Capital Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,161,271 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,161,271 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,161,271 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
6.46% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 4 of 11
CUSIP No. 50187A107 (Common Stock) |
1. | Names of Reporting Persons
Coliseum Capital Partners II, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
353,298 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
353,298 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
353,298 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
1.97% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 5 of 11
CUSIP No. 50187A107 (Common Stock) |
1. | Names of Reporting Persons
Adam Gray | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
2,165,471 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
2,165,471 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,165,471 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
12.05% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
Page 6 of 11
CUSIP No. 50187A107 (Common Stock) |
1. | Names of Reporting Persons
Christopher Shackelton | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
2,165,471 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
2,165,471 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,165,471 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. | Percent of Class Represented by Amount in Row (9)
12.05% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
Page 7 of 11
CUSIP No. 50187A107 (Common Stock)
Explanatory Note: This Amendment No. 4 (this Amendment), to the Schedule 13D (the Initial 13D) filed by the Filers (as defined below in Item 2) with the U.S. Securities and Exchange Commission (the Commission) on November 16, 2012, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on March 14, 2013, Amendment No. 2 to the Initial 13D filed on September 17, 2013 and Amendment No. 3 to the Initial 13D filed on August 21, 2014, amends and supplements the items set forth herein.
Item 1. Security and Issuer.
Item 1 is amended and restated in its entirety as follows.
The title of the class of equity securities to which this statement relates to is the Common Stock, $0.01 par value per share (the Common Stock) of LHC Group, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 420 West Pinhook Road, Suite A, Lafayette, Louisiana 70503.
Item 2. Identity and Background.
Item 2 is amended and restated in its entirety as follows.
(a) | 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 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 (Shackelton). |
(b) | The business address of the Filers is Metro Center, 1 Station Place, 7th Floor South, Stamford, CT 06902. |
(c) | Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted: |
CCM is the investment adviser to CCP and CCP2, which are investment limited partnerships. CC is the General Partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM. CCM is the manager with respect to the Common Stock.
(d) | During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years, none of the Filers 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 finding any violation with respect to such laws. |
Page 8 of 11
CUSIP No. 50187A107 (Common Stock)
(f) | The citizenship or place of organization for each of the Filers is listed in Row 6 of the cover pages hereto. |
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 Stock 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 17,968,180 shares of Common Stock outstanding as of May 4, 2015, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed on May 7, 2015.
The Filers effected the following transactions in the Common Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Common Stock by the Filers in the sixty days preceding the filing of this Schedule 13D:
Name |
Purchase or Sale | Date | Number of Shares |
Weighted Average Price Per Share |
||||||||||
CCP |
Sale | 6/3/2015 | 15,760 | $ | 36.27 | |||||||||
CCP2 |
Sale | 6/3/2015 | 3,988 | $ | 36.27 | |||||||||
Separate Account |
Sale | 6/3/2015 | 6,286 | $ | 36.27 | |||||||||
CCP |
Sale | 6/4/2015 | 11,512 | $ | 36.31 | |||||||||
CCP2 |
Sale | 6/4/2015 | 2,916 | $ | 36.31 | |||||||||
Separate Account |
Sale | 6/4/2015 | 4,601 | $ | 36.31 | |||||||||
CCP |
Sale | 6/5/2015 | 26,276 | $ | 36.30 | |||||||||
CCP2 |
Sale | 6/5/2015 | 6,656 | $ | 36.30 | |||||||||
Separate Account |
Sale | 6/5/2015 | 10,499 | $ | 36.30 | |||||||||
CCP |
Sale | 6/8/2015 | 4,759 | $ | 36.34 | |||||||||
CCP2 |
Sale | 6/8/2015 | 1,205 | $ | 36.34 | |||||||||
Separate Account |
Sale | 6/8/2015 | 1,900 | $ | 36.34 | |||||||||
CCP |
Sale | 6/9/2015 | 4,685 | $ | 36.39 | |||||||||
CCP2 |
Sale | 6/9/2015 | 1,187 | $ | 36.39 | |||||||||
Separate Account |
Sale | 6/9/2015 | 1,870 | $ | 36.39 |
Page 9 of 11
CUSIP No. 50187A107 (Common Stock)
The information in Item 6 is incorporated herein by reference.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
CCM is an investment adviser whose clients, including CCP, CCP2 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 Common Stock. CC is the general partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM. CCM has the right to receive performance-related fees from the Separate Account and CC has the right to receive performance-related fees from CCP and CCP2.
Item 7. Material to Be Filed as Exhibits
Exhibit No. |
Description of Exhibit | |
1 | Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G | |
2 | Power of Attorney of Christopher Shackelton | |
3 | Power of Attorney of Adam Gray |
Page 10 of 11
CUSIP No. 50187A107 (Common Stock)
SIGNATURES
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: June 9, 2015
COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL, LLC | |||||||
By: | /s/ Christopher Shackelton |
By: | /s/ Christopher Shackelton | |||||
Christopher Shackelton, Manager | Christopher Shackelton, Manager | |||||||
COLISEUM CAPITAL PARTNERS, L.P. | COLISEUM CAPITAL PARTNERS II, L.P. | |||||||
By: | Coliseum Capital, LLC, General Partner | By: | Coliseum Capital, LLC, General Partner | |||||
By: | /s/ Christopher Shackelton |
By: | /s/ Christopher Shackelton | |||||
Christopher Shackelton, Manager | Christopher Shackelton, Manager | |||||||
CHRISTOPHER SHACKELTON | ADAM GRAY | |||||||
By: | Christopher Shackelton | |||||||
/s/ Christopher Shackelton |
By: | /s/ Christopher Shackelton | ||||||
Christopher Shackelton | Christopher Shackelton, Attorney-in-fact |
Page 11 of 11
Exhibit 1
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the Act) by and among the parties listed below, each referenced to herein as a Joint Filer. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Date: June 9, 2015
COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL, LLC | |||||||
By: | /s/ Christopher Shackelton |
By: | /s/ Christopher Shackelton | |||||
Christopher Shackelton, Manager | Christopher Shackelton, Manager | |||||||
COLISEUM CAPITAL PARTNERS, L.P. | COLISEUM CAPITAL PARTNERS II, L.P. | |||||||
By: | Coliseum Capital, LLC, General Partner | By: | Coliseum Capital, LLC, General Partner | |||||
By: | /s/ Christopher Shackelton |
By: | /s/ Christopher Shackelton | |||||
Christopher Shackelton, Manager | Christopher Shackelton, Manager | |||||||
CHRISTOPHER SHACKELTON | ADAM GRAY | |||||||
By: | Christopher Shackelton | |||||||
/s/ Christopher Shackelton |
By: | /s/ Christopher Shackelton | ||||||
Christopher Shackelton | Christopher Shackelton, Attorney-in-fact |
Exhibit 2
POWER OF ATTORNEY
June 9, 2015
Know all by these presents, that the undersigned hereby constitutes and appoints Adam Gray the undersigneds true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigneds capacity as a beneficial owner and a director of LHCG Group, Inc. (the Company), (a) Schedules 13D and 13G (and any amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the Exchange Act) and the rules thereunder, (b) Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules thereunder, and (c) any other forms or reports the undersigned may be required to file in connection with the undersigneds ownership, acquisition, or disposition of securities of the Company;
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or any amendment thereto), and timely file such schedule, form or report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 13 and Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G and Forms 3, 4, and 5 with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.
/s/ Christopher Shackelton |
Signature |
Christopher Shackelton |
Print Name |
Exhibit 3
POWER OF ATTORNEY
June 9, 2015
Know all by these presents, that the undersigned hereby constitutes and appoints Christopher Shackelton the undersigneds true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigneds capacity as a beneficial owner and possibly a director by deputization, as applicable, of LHCG Group, Inc. (the Company), (a) Schedules 13D and 13G (and any amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the Exchange Act) and the rules thereunder, (b) Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules thereunder, and (c) any other forms or reports the undersigned may be required to file in connection with the undersigneds ownership, acquisition, or disposition of securities of the Company;
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or any amendment thereto), and timely file such schedule, form or report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 13 and Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G and Forms 3, 4, and 5 with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.
/s/ Adam Gray |
Signature |
Adam Gray |
Print Name |