0000895345-16-000557.txt : 20161007 0000895345-16-000557.hdr.sgml : 20161007 20161007091013 ACCESSION NUMBER: 0000895345-16-000557 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161007 DATE AS OF CHANGE: 20161007 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL PARTNERS II, L.P. GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61953 FILM NUMBER: 161926178 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 MAIL ADDRESS: STREET 1: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: METRO CENTER STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH CITY: STAMFORD STATE: CT ZIP: 06902 SC 13D/A 1 wd13da-accuride_coliseum.htm

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  

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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
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ACCURIDE CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)


00439T206
(CUSIP Number)
Christopher Shackelton/Adam Gray
Metro Center
1 Station Place, 7th Floor South
Stamford, CT 06902

Warren S. de Wied
Fried, Frank, Harris, Shriver & Jacobson, LLP
One New York Plaza
 New York, New York 10004
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 7, 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/A, 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 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, 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).
 
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 25, 2016 (the "Original Schedule 13D," together with this Amendment No. 1, the "Schedule 13D"), relating to shares of common stock, $0.01 par value per share (the "Common Stock"), of Accuride Corporation (the "Issuer"), a corporation organized under the laws of Delaware.  Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.  This Amendment No. 1 amends Items 4 and 7 as set forth below.
 
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock for investment purposes 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 Common Stock at times, and in such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer's 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 Issuer's 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 shareholders, 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 Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's 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 shares of Common Stock or dispose of shares of Common Stock 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.
On September 2, 2016, the Issuer announced the proposed acquisition (the "Acquisition") of the Issuer by affiliates of Crestview Partners, L.L.C, pursuant to the Agreement and Plan of Merger, dated September 2, 2016 with Armor Parent Corp., a Delaware corporation, and Armor Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent.  On October 7, 2016, the Reporting Persons sent a letter to the Board of Directors of the Issuer, and issued a press release containing the text of that letter, which press release is attached hereto as Exhibit 2 and is incorporated herein by reference. In that letter, the Reporting Persons, among other things, expressed their belief that the Acquisition undervalues the Issuer, is the wrong strategic choice for the Issuer, and is not in the best interests of the stockholders of the Issuer. The Reporting Persons noted their intention to vote against the Acquisition and urged fellow stockholders to vote against the Acquisition.
Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D/A is hereby amended and supplemented by the addition of the following:
 
Exhibit
  
Description
2
  
Press Release, dated October 7, 2016
 

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: October 7, 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
   By:
/s/ Chivonne Cassar
  
 
Chivonne Cassar, Attorney-in-fact
    
Chivonne Cassar, Attorney-in-fact
  
           
 
 EX-2 2 ex-2_accuride.htm PRESS RELEASE
Exhibit 2
 
Coliseum Capital Management Sends Letter to Board of Directors of Accuride
Largest Shareholder Says Proposed Sale of Company Not in Best Interests of Shareholders
Transaction Materially Undervalues Accuride
Believes Shareholders Should Vote Against Transaction at Special Meeting
Stamford, CT – October 7, 2016 – Coliseum Capital Management, the largest shareholder of Accuride Corporation (NYSE: ACW) with an ownership of approximately 19% of the outstanding stock, today announced that it has sent a letter to the Accuride Board of Directors stating its strong opposition to Accuride's agreement to be acquired by funds managed by Crestview Partners for $2.58 per share.
The full text of the letter can be found below.

October 7, 2016
Board of Directors
Accuride Corporation
7140 Office Circle
Evansville, IN 47715

Gentlemen:

As the largest holder of common stock of Accuride Corporation, owning 19% of the outstanding shares, Coliseum Capital Management, LLC is writing this letter in response to the proposed sale of Accuride to affiliates of Crestview Advisors LLC for $2.58 per share.  We believe this transaction materially undervalues the Company, is the wrong strategic choice for Accuride and is not in the best interests of shareholders.  We will be voting against the transaction.

Coliseum is a long-term, fundamental investor with more than $1 billion in assets under management.  We are a patient, collaborative investor that focuses on working supportively with management teams and boards.  Since Coliseum's inception more than 10 years ago, my co-founding partner, Adam Gray, and I have sat on the boards of thirteen public companies.  We are proud of the partnerships we have built, and appreciate opportunities to work closely with management teams to create value for all shareholders.  In Coliseum's history, this is the first letter we have written in opposition to a proposed merger.

We have a long track record as a supportive shareholder of Accuride.  We have closely monitored the Company since 2007, and have been one of Accuride's largest shareholders since 2012.  We have developed a strong relationship with management, and credit Rick Dauch and his team with driving significant intrinsic value over the past five and a half years. 
 
Our view of value and the merits of this transaction are based on many years of industry and Accuride-specific research.  We have toured facilities, spent time with multiple layers of management and forged relationships with customers and competitors.  We have confidence in the Company's strategic plan, talented and committed workforce, valuable operating assets, durable brand and advantageous competitive position.

Now is the wrong time to sell Accuride.  The Company has made substantial investments over the past five and a half years, spending over $150 million to upgrade manufacturing facilities and successfully restore its customer relationships.  We believe that the truck market is at a cyclical low, but when the cycle turns the Company will be well-positioned to harvest the benefits of the hard work and investment.  Shareholders who patiently supported these investments should participate in the upside.

Accuride's prospects as an independent company are strong.  The Company's own projections (disclosed in the preliminary proxy) forecast 2018 Adjusted EBITDA of $98 million.  Using the Company's blended Total Enterprise Value multiple of 5.5x (calculated from the fairness analysis of its financial advisor) produces a conservative valuation of $5.00 per share, which equates to a 94% return over the next two years.  Furthermore, these projections do not incorporate any material deleveraging or additional value contributed by acquisitions, which could further enhance returns – benefits that would be captured by Crestview as a result of the transaction.

Less than 18 months ago, Accuride's common stock was trading near $5.00 per share and the Company received third party acquisition proposals at prices above $5.00 per share…  We understand, having sat in many boardrooms ourselves, the difficult decisions that boards are faced with at challenging times.  While we appreciate the effort consumed by this transaction, we strongly recommend pursuing another course.  Rather than allowing Crestview to capture the value resulting from the truck market normalizing, this value should accrue to the benefit of the Company's existing shareholders.

Specifically, we believe the Company should consider a modest public equity raise from current shareholders in order to facilitate refinancing its senior notes, as well as pursue growth initiatives through strategic acquisitions.  We do not believe the current debt balance is untenable (especially if supported by a public equity raise).  Additionally, we believe there are numerous actionable, value-enhancing acquisition opportunities ranging from Asian sourcing capacity to European footprint expansion.  (We suspect that Crestview has already identified attractive targets and intends to aggressively take advantage of these dynamics.)

Instead of selling Accuride at a steep discount to its fundamental value, current shareholders should have the opportunity to support the Company in responsibly managing its debt maturities and strategically positioning itself to create significant shareholder value.  Coliseum would be prepared to provide that support by participating in an equity raise.
 
We feel compelled to take this uncharacteristic step and oppose this transaction in view of the considerable value that shareholders are being asked to sacrifice.  We believe our fellow shareholders should oppose this transaction as well.

We look forward to hearing back from you and to discussing this matter further.



Respectfully,

Chris Shackelton
Coliseum Capital Management, LLC


Cc:      Warren S. de Wied – Fried, Frank, Harris, Shriver & Jacobson LLP
About Coliseum Capital Management , LLC
Coliseum Capital is an investment firm founded in 2005 by Managing Partners Chris Shackelton and Adam Gray, which focuses on long-term investments in both public and private companies. Coliseum directs capital behind strong management teams, with a willingness to work alongside companies to facilitate further value creation.  

Coliseum Contact
Coliseum Capital Management, LLC
203-883-0100

Media Contact
Chris Kittredge/David Millar
Sard Verbinnen & Co.
212-687-8080