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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. [  ]

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CUSIP No. 830830105

SCHEDULE 13D

Page 4 of 5 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Sankaty Credit Opportunities IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	T
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			2,990,020*
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			2,990,020*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,990,020
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.3% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

*

Excludes 21,723,400 shares of Common Stock beneficially owned by the Centerbridge Entities and the MAK Entities that are subject to the Coordination Agreement and Proxy (each as defined in Item 4 of the initial statement on Schedule 13D filed with the SEC on June 11, 2018).  The number of shares of Common Stock reported in these cover pages does not reflect the additional shares of Common Stock that the Reporting Persons have agreed to sell in the Greenshoe Option (as defined in Item 4 of this Amendment 1).

This Amendment No. 1 to the statement on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D originally filed on June 11, 2018 (the Original Schedule 13D”) by the Reporting Persons regarding the shares of common stock, par value $0.0277 per share (“Common Stock”), of Skyline Champion Corporation (the “Issuer”). The principal executive offices of the Issuer are located at P.O. Box 743, 2520 By-Pass Road, Elkhart, IN 46515.

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D.  Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

After the close of business on August 2, 2018, Sankaty Champion Holdings, LLC and Sankaty Credit Opportunities IV, L.P. and certain other Sponsors (collectively, the “Selling Shareholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with the Issuer and Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and Jefferies LLC (the “Underwriter Representatives”), pursuant to which the Underwriters identified therein agreed to purchase an aggregate of 9,000,000 shares of Common Stock from the Selling Shareholders at the public offering price of $22.00 per share, less the underwriting discount of $1.21 per share.  Sankaty Credit Opportunities IV, L.P. and Sankaty Champion Holdings, LLC sold 779,889 and 2,091,174 shares of Common Stock, respectively, pursuant to the Underwriting Agreement, which such transaction closed on August 7, 2018.  Additionally, on August 7, 2018, the Underwriters exercised their 30-day option under the Underwriting Agreement (the “Greenshoe Option”) to purchase an additional 1,350,000 shares from the Selling Shareholders.  The closing of the sales relating to such option exercise is expected to occur on August 10, 2018.

 

    In connection with the Underwriting Agreement, each of the Selling Shareholders entered into a lock-up agreement (the “Lock-up Agreement”) with the Underwriter Representatives.  Under the Lock-up Agreement, each Selling Shareholder agreed, subject to specified exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock, or securities convertible into or exercisable or exchangeable for shares Common Stock, for 90 days after August 2, 2018 without first obtaining the written consent of the Underwriter Representatives.

The summaries of the Underwriting Agreement and Lock-up Agreement contained in this Item 4 are qualified in their entirety by reference to the Underwriting Agreement and the Lock-up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.

Item 5 of the Original Schedule 13D is hereby amended and supplemented as follows:

(a)-(b) The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 1 is incorporated by reference in its entirety into this Item 5.

By virtue of the Investor Rights Agreement and the Coordination Agreement, the Reporting Persons and the other Sponsors may be deemed to be members of a “group” (within the meaning of Rule 13d-5 under the Act) that beneficially owns an aggregate of 32,730,779 shares, or approximately 58.3%, of the outstanding shares of Common Stock (after giving effect to distributions in kind by certain Sponsors, but prior to the closing of the Greenshoe Option).  However, the filing of this Amendment No. 1 or the Original Schedule 13D shall not be deemed an admission that the Reporting Persons and the other Sponsors are members of any such group.  Each of the other Sponsors has separately filed a Schedule 13D reporting its beneficial ownership of the shares of Common Stock held by it and is separately filing an amendment to its Schedule 13D to report the sale of shares of Common Stock pursuant to the Underwriting Agreement.  Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held by each of the other Sponsors.

 (c) Except for the sales described in Item 4 above, none of the Reporting Persons has effected any transactions in the shares of Common Stock during the past 60 days.

(d) To the knowledge of the Reporting Persons, 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 shares of Common Stock beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:

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	SANKATY CREDIT OPPORTUNITIES IV, L.P.
	By:	Sankaty Credit Opportunities Investors IV, LLC, its general partner
	By:	Bain Capital Credit Member, LLC, its managing member
	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Executive Vice President

 

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INDEX TO EXHIBITS