SC 13D/A

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

40,854,130

Sole dispositive power

0

Shared dispositive power

40,854,130

0001193125-22-246696.txt : 20220919 0001193125-22-246696.hdr.sgml : 20220919 20220919060700 ACCESSION NUMBER: 0001193125-22-246696 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220919 DATE AS OF CHANGE: 20220919 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL CO-INVEST III, L.P. GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Purple Innovation, Inc. CENTRAL INDEX KEY: 0001643953 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 474078206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88966 FILM NUMBER: 221249309 BUSINESS ADDRESS: STREET 1: 4100 N. CHAPEL RIDGE RD STREET 2: SUITE 200 CITY: LEHI STATE: UT ZIP: 84043 BUSINESS PHONE: 801-756-2600 MAIL ADDRESS: STREET 1: 4100 N. CHAPEL RIDGE RD STREET 2: SUITE 200 CITY: LEHI STATE: UT ZIP: 84043 FORMER COMPANY: FORMER CONFORMED NAME: Global Partner Acquisition Corp. DATE OF NAME CHANGE: 20150602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 SC 13D/A 1 d404454dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

PURPLE INNOVATION, INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74640Y 106

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

with a copy to:

Debevoise & Plimpton LLP

Attention: William D. Regner, Esq.

919 Third Avenue

New York, NY 10022

(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 17, 2022

(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 §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 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 Notes).


CUSIP No. 74640Y 106		13D/A		Page 2 of 11


1.		Names of reporting persons. Coliseum Capital Management, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 3 of 11


1.		Names of reporting persons. Coliseum Capital, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 4 of 11


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) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 5 of 11


1.		Names of reporting persons. Coliseum Capital Co-Invest III, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 6 of 11


1.		Names of reporting persons. Adam Gray
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States


CUSIP No. 74640Y 106		13D/A		Page 7 of 11


1.		Names of reporting persons. Christopher Shackelton
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States


CUSIP No. 74640Y 106		13D/A		Page 8 of 11

Explanatory Note: This Amendment No. 23 (this “Amendment”) to the Schedule 13D (the “Initial 13D”), filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 12, 2018 and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on May 23, 2018, Amendment No. 2 to the Initial 13D filed on June 12, 2018, Amendment No. 3 to the Initial 13D filed on March 1, 2019, Amendment No. 4 to the Initial 13D filed on November 19, 2019, Amendment No. 5 to the Initial 13D filed on May 22, 2020, Amendment No. 6 to the Initial 13D filed on July 8, 2020, Amendment No. 7 to the Initial 13D filed on August 24, 2020, Amendment No. 8 to the Initial 13D filed on September 14, 2020, Amendment No. 9 to the Initial 13D filed on November 23, 2020, Amendment No. 10 to the Initial 13D filed on November 24, 2020, Amendment No. 11 to the Initial 13D filed on March 9, 2021, Amendment No. 12 to the Initial 13D filed on May 25, 2021, Amendment No. 13 to the Initial 13D filed on December 20, 2021, Amendment No. 14 to the Initial 13D filed on December 22, 2021, Amendment No. 15 to the Initial 13D filed on December 29, 2021, Amendment No. 16 to the Initial 13D filed on March 7, 2022, Amendment No. 17 to the Initial 13D filed on March 8, 2022, Amendment No. 18 to the Initial 13D filed on March 29, 2022, Amendment No. 19 to the Initial 13D filed on May 16, 2022, Amendment No. 20 to the Initial 13D filed on May 18, 2022, Amendment No. 21 to the Initial 13D filed on May 20, 2022, and Amendment No. 22 to the Initial 13D filed on May 24, 2022, amends and supplements certain of the items set forth therein.

As used in this Amendment, the term “Reporting Persons” 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 Co-Invest III, L.P., a Delaware limited partnership (“CCC III”);

Adam Gray (“Gray”), a director of Purple Innovation, Inc. (the “Issuer”); and

Christopher Shackelton (“Shackelton”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

The Reporting Persons estimate the aggregate consideration that would be required to acquire the shares of Common Stock in the Proposal (as defined in Item 4) would be approximately $225.6 million (not including the impact of any outstanding equity awards). The shares of Common Stock that would be acquired by Coliseum (as defined in Item 4) in connection with the Proposal are currently expected to be purchased with Coliseum’s available capital and existing capital commitments.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On September 17, 2022, Coliseum Capital Management, LLC, on behalf of certain of its funds and managed accounts (collectively, “Coliseum”) submitted a letter setting forth a non-binding proposal to acquire all of the outstanding shares of Common Stock of the Issuer that are not owned by Coliseum or its affiliates for cash consideration of $4.35 per share of Common Stock (the “Proposal”) to the chairman of the board of directors of the Issuer (the “Board”).

Coliseum stated in the Proposal that the Proposal is conditioned upon the transaction being (a) negotiated by, and subject to the approval of, a special committee of independent and disinterested members of the Board (the “Special Committee”) and (b) subject to a non-waivable condition requiring approval by the affirmative vote of a majority of the shares of Common Stock not owned by the Reporting Persons or other interested parties.

The Proposal does not create any legal obligations and no such obligations will arise unless and until definitive transaction documentation with the Issuer has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Amendment. While the Proposal remains under consideration by the Special Committee, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Special Committee and its representatives. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal until a definitive agreement has been reached or unless disclosure is otherwise required under applicable U.S. securities laws.

The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the Nasdaq Global Select Market and other material changes in the Issuer’s business or corporate structure. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with relevant parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements.


CUSIP No. 74640Y 106		13D/A		Page 9 of 11

No assurances can be given that a definitive agreement will be reached or that the transaction contemplated by the Proposal will be consummated. Coliseum reserves the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. If the transaction contemplated by the Proposal is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

The foregoing descriptions of the Proposal do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such document, which is attached hereto as Exhibit 99.1.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

The information relating to the beneficial ownership of Class A Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 82,763,884 shares of Class A Stock outstanding as of August 8, 2022, based on information provided by the Issuer’s Quarterly Report on Form 10-Q, as filed on August 9, 2022, plus 8,000,000¹ shares of Class A Stock reported as being issued in connection with the acquisition reported in the Issuer’s Current Report on Form 8-K, as filed on August 31, 2022 (the “August 31 8-K”), for a total of 90,763,884 shares of Class A Stock outstanding. When including the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B Stock” and, together with the Class A Stock, the “Common Stock”), the Reporting Persons beneficially own 44.8% of the Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 above.

¹	Number of shares subject to adjustment as set forth in Exhibit 2.1 to the August 31 8-K.


CUSIP No. 74640Y 106		13D/A		Page 10 of 11

Item 7. Material to be Filed as Exhibits.


Exhibit Number		Description of Exhibit

99.1		Letter, dated September 17, 2022, from Coliseum to the chairman of the Board of the Issuer


CUSIP No. 74640Y 106		13D/A		Page 11 of 11

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: September 19, 2022


COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CAPITAL CO-INVEST III, L.P.

		By:	Coliseum Capital, LLC, General Partner

By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact
		By:	/s/ Thomas Sparta
			Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL, LLC

		ADAM GRAY

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.
		CHRISTOPHER SHACKELTON

By:	Coliseum Capital, LLC, General Partner

		By:	/s/ Thomas Sparta
By:	/s/ Thomas Sparta		Thomas Sparta, Attorney-in-fact
	Thomas Sparta, Attorney-in-fact

EX-99.1 2 d404454dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

COLISEUM CAPITAL MANAGEMENT, LLC

DELIVERED VIA EMAIL

September 17, 2022

Purple Innovation, Inc.

4100 North Chapel Ridge Road, Suite 200

Lehi, UT 94043

Attn: Mr. Paul Zepf, Chairman of the Board of Directors

Dear Mr. Zepf,

Coliseum Capital Management, LLC, on behalf of certain of its funds and managed accounts (collectively, “Coliseum” or “we”), is pleased to submit this non-binding proposal to acquire all of the outstanding capital stock of Purple Innovation, Inc. (“Purple”, “you” or the “Company”) in an all-cash transaction (the “Transaction”).

As you know, we are currently the largest shareholder of the Company, holding approximately 45% of Purple’s outstanding shares, and have been a significant and constructive investor since the Company went public in the de-SPAC transaction in early 2018. Our Co-Founder and Co-Managing Partner, Adam Gray, has been a member of the Board of Directors of Purple since the time of our initial investment, helping to guide the Company through various stages of its post-IPO journey, including various governance, management transition, strategic, operational and financial initiatives. Coliseum has also provided meaningful capital support, both in the form of equity and debt, at key points throughout this period of time.

Based on our extensive knowledge of the business and industry, we believe Purple is best served to navigate its ongoing challenges and risks as a private company. To be clear, we are supportive of current leadership and believe they are focused upon the right priorities, albeit meaningfully constrained given the Company’s balance sheet and current profile as a publicly traded company.

Given the long-term nature of our investment strategy and extensive history with the Company, Coliseum is uniquely positioned to support Purple’s growth while offering shareholders a favorable and certain outcome in terms of immediate liquidity at a significant premium to current prices.

Our all-cash offer, detailed below, is not contingent upon financing.

Should the Company’s Board of Directors have an interest in exploring a Transaction with us, we stand ready to negotiate and execute a non-disclosure agreement to facilitate the sharing of certain non-public information related to financial, operations, legal and regulatory aspects of the Company. We would anticipate an expedited due diligence process, minimizing disruption to the management team and concurrently negotiating definitive documents with a goal of signing agreements expeditiously.

105 Rowayton Avenue, 1^st Floor, Rowayton, CT 06853

COLISEUM CAPITAL MANAGEMENT, LLC

The key terms of our proposal are:

Purchase Price per Share: $4.35 in cash per share, which would immediately provide liquidity and significantly enhanced value to Purple’s shareholders, while removing the risks and challenges of operating as a public company. This price represents a 56% premium to yesterday’s (September 16, 2022) $2.79 closing price and a 41% premium to the $3.09 price at which shares were issued in the most recent Intellibed transaction.

Company/Regulatory Approvals: Our proposal is subject to the following conditions:

Independent Committee: the Transaction must be negotiated by, and subject to the approval of, a special committee of independent and disinterested directors of the Company

Shareholder Approval: the Transaction must be subject to a non-waivable condition that the Transaction be approved by the affirmative vote of a majority of the outstanding shares not held by Coliseum or other interested parties

Regulatory Approval: receipt of any required regulatory approvals, including expiration or termination of the applicable HSR waiting period

Tax Receivable Agreement: receipt of a waiver by the parties to the Tax Receivable Agreement (filed as Exhibit 10.7 to the Company’s most recent Form 10-K) agreeing to waive the change of control trigger contained therein and permit the Tax Receivable Agreement to remain in place following the closing of the Transaction

Definitive Documentation: negotiation of definitive documentation on mutually acceptable terms

Other: receipt of any necessary approvals that may be required under material contracts (other than the Company’s existing debt agreements)

Anticipated Sources / Certainty of Financing: Our proposal is not contingent on raising any third-party debt or equity financing. We anticipate funding for the Transaction will be in the form of cash and shares of the Company already owned by the Coliseum Funds. To be clear, we have available capital and freely callable commitments within the Coliseum Funds to fully fund the purchase price outlined herein.

Due Diligence: Our proposal is subject to satisfactory confirmatory due diligence which we are prepared to commence immediately following execution of a mutually agreeable non-disclosure agreement. Given our knowledge of the Company and the industry, we are confident we can conduct due diligence efficiently and without significant disruption to the Company’s management.

This letter does not impose any legally binding or enforceable obligation on the part of Coliseum or any other person. Coliseum maintains the right to withdraw this proposal or terminate discussions at any time without notice and without any liability to any person. Any obligation of Coliseum or its affiliates with respect to the Transaction will be only as set forth in a definitive executed written agreement.

105 Rowayton Avenue, 1^st Floor, Rowayton, CT 06853

COLISEUM CAPITAL MANAGEMENT, LLC

Given our obligations under federal securities laws, we intend to promptly file an amendment to our Schedule 13D, including a copy of this letter, with the Securities and Exchange Commission.

We appreciate your consideration of our proposal, which we believe offers a highly valuable opportunity for shareholders to achieve a premium price as well as certainty in terms of liquidity. As you know, we have spent a meaningful amount of time involved with Purple and are very familiar with the Company and the industry. We believe our deep experience – in the industry and with the Company – uniquely positions Coliseum to be the best long-term partner for Purple, and to move efficiently and collaboratively toward a transaction that is in the best interests of all parties.

We look forward to a constructive dialogue and are available to discuss at your convenience.

Very truly yours,

Coliseum Capital Management, LLC

By: /s/ Adam Gray

Adam Gray, Managing Partner

By: /s/ Christopher Shackelton

Christopher Shackelton, Managing Partner

105 Rowayton Avenue, 1^st Floor, Rowayton, CT 06853