0001193125-12-401501.txt : 20120924 0001193125-12-401501.hdr.sgml : 20120924 20120924155310 ACCESSION NUMBER: 0001193125-12-401501 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120924 DATE AS OF CHANGE: 20120924 GROUP MEMBERS: GERALD W. SCHWARTZ GROUP MEMBERS: ONEX PARTNERS LP GROUP MEMBERS: ONEX REAL ESTATE HOLDINGS III INC. GROUP MEMBERS: ONEX SKILLED HOLDINGS II LTD SARL GROUP MEMBERS: ONEX US PRINCIPALS LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Skilled Healthcare Group, Inc. CENTRAL INDEX KEY: 0001351051 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82895 FILM NUMBER: 121106482 BUSINESS ADDRESS: STREET 1: 27442 PORTOLA SUITE 200 CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 BUSINESS PHONE: 949-282-5200 MAIL ADDRESS: STREET 1: 27442 PORTOLA SUITE 200 CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 FORMER COMPANY: FORMER CONFORMED NAME: SHG Holding Solutions Inc DATE OF NAME CHANGE: 20060126 SC 13D 1 d415116dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

Skilled Healthcare Group, Inc.

(Name of Issuer)

 

 

 

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

83066R107

(CUSIP Number)

 

Andrea Daly, Esq.

c/o Onex Corporation

161 Bay Street

P.O. Box 700

Toronto, Ontario M5J 2S1

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 13, 2012

(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.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

(Continued on following pages)

 

 

 


CUSIP No. 83066R107   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Onex Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

14,750,623 shares of Class A Common Stock (the “Class A Common Stock”) issuable on conversion of Class B Common Stock of the Issuer (the “Class B Common Stock”).

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

14,750,623 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,750,623 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.6% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 22,485,366 shares of Class A Common Stock outstanding on August 6, 2012).

14

 

TYPE OF REPORTING PERSON

 

CO

 


CUSIP No. 83066R107   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Onex Partners LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

0

     8   

SHARED VOTING POWER

 

11,293,552 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

11,293,552 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,293,552 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.4% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 22,485,366 shares of Class A Common Stock outstanding on August 6, 2012).

14

 

TYPE OF REPORTING PERSON

 

PN

 


CUSIP No. 83066R107   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Onex US Principals LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

0

     8   

SHARED VOTING POWER

 

68,820 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

68,820 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

68,820 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 22,485,366 shares of Class A Common Stock outstanding on August 6, 2012).

14

 

TYPE OF REPORTING PERSON

 

PN

 


CUSIP No. 83066R107   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Onex Real Estate Holdings III Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

0

     8   

SHARED VOTING POWER

 

3,388,251 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

3,388,251 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,388,251 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.1% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 22,485,366 shares of Class A Common Stock outstanding on August 6, 2012).

14

 

TYPE OF REPORTING PERSON

 

CO

 


CUSIP No. 83066R107   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Onex Skilled Holdings II Limited SARL

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

3,191,536 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

3,191,536 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,191,536 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.4% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 22,485,366 shares of Class A Common Stock outstanding on August 6, 2012).

14

 

TYPE OF REPORTING PERSON

 

OO

 


CUSIP No. 83066R107   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Gerald W. Schwartz

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

14,750,623 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

14,750,623 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,750,623 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.6% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Person’s Class B Common Stock into Class A Common Stock (assuming 22,485,366 shares of Class A Common Stock outstanding on August 6, 2012).

14

 

TYPE OF REPORTING PERSON

 

IN

 


This Schedule 13D amends the Schedule 13G dated February 14, 2008 filed by Onex Corporation, Onex Partners LP, Onex US Principals LP, Skilled Executive Investco LLC, Onex Skilled Holdings II Limited and Gerald W. Schwartz with respect to beneficial ownership of shares of Skilled Healthcare Group, Inc. Subsequent to the transactions referred to in Item 3 hereof, neither Skilled Executive Investco LLC nor Onex Skilled Holdings II Limited SARL will beneficially own any shares of Skilled Healthcare Group, Inc.

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Statement”) is being filed on behalf of the Reporting Persons (as defined in Item 2(a) below) with respect to the shares of the Class A Common Stock (the “Class A Common Stock”), issuable on conversion of Class B Common Stock (“Class B Common Stock”) of Skilled Healthcare Group, Inc., a Delaware corporation (the “Issuer” or the “Company”). The Company’s principal executive offices are located at 27442 Portola Parkway, Suite 200, Foothill Ranch, CA 92610. The Reporting Persons may be deemed to be a group for the purposes of Section 13 of the Securities and Exchange Act of 1934, as amended, with each of such Reporting Persons being deemed to have beneficial ownership of all of the shares owned by the group.

Item 2. Identity and Background.

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Onex Corporation, an Ontario, Canada corporation (“Onex”); (ii) Onex Partners LP, a Delaware limited partnership (“OPLP”); (iii) Onex US Principals LP, a Delaware limited partnership (“USLP”); (iv) Onex Real Estate Holdings III Inc., a Delaware corporation (“OREH”); (v) Onex Skilled Holdings II Limited SARL, a Luxembourg company (“OSHL”) and (vi) Gerald W. Schwartz. The agreement among the Reporting Persons relating to the joint filing of this Statement is attached as Exhibit 1 hereto.

Onex’s principal business is to act as a diversified company that operates through autonomous subsidiaries, associated companies and strategic partnerships. Information relating to the directors and executive officers of Onex is set forth on Schedule A hereto which is incorporated herein by reference. Onex controls, directly or indirectly, each of OPLP, Onex Partners GP LP, Onex Partners GP Inc., USLP, Onex American Holdings GP LLC, and OREH. The address of the principal business and principal offices of Onex is 161 Bay Street, P.O. Box 700, Toronto, Ontario, Canada M5J 2S1.

OPLP’s principal business is investing in securities. The address of the principal business and principal offices of OPLP is 712 Fifth Avenue, New York, NY 10019. The general partner of OPLP is Onex Partners GP LP.

Onex Partners GP LP is a Delaware limited partnership. Onex Partners GP LP’s principal business is being the general partner of OPLP. The address of the principal business and principal offices of Partners GP LP is c/o Onex Investment Corp., 712 Fifth Avenue, New York, NY 10019. The general partner of Onex Partners GP LP is Onex Partners GP Inc.

Onex Partners GP Inc. is a Delaware corporation. Onex Partners GP Inc.’s principal business is being the general partner of Onex Partners GP LP. The address of the principal business and principal offices of Onex Partners GP Inc. is c/o Onex Investment Corp., 712 Fifth Avenue, New York, NY 10019. Information relating to the directors and executive officers of Onex Partners GP Inc. is set forth on Schedule B hereto which is incorporated herein by reference.

USLP’s principal business is investing in securities. The address of the principal business and principal offices of USLP is 421 Leader Street, Marion, Ohio 43302. The general partner of USLP is Onex American Holdings GP LLC.

Onex American Holdings GP LLC is a Delaware limited liability company. Onex American Holdings GP LLC’s principal business is being the general partner of USLP. The address of the principal business and principal offices of Onex American Holdings GP LLC is 421 Leader Street, Marion, Ohio 43302.

OREH’s principal business is a holding company that owns indirect interests in a variety of Onex’s investments. The address of the principal business and principal offices of OREH is 421 Leader Street, Marion, Ohio 43302. Information relating to the directors and executive officers of OREH is set forth on Schedule C hereto which is incorporated herein by reference.


OSHL’s principal business is owning shares of the Company. The address of the principal business and principal offices of OSHL is 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg. Information relating to the directors and executive officers of OSHL is set forth on Schedule D hereto which is incorporated herein by reference.

Mr. Schwartz’s business address is c/o Onex Corporation, 161 Bay Street, P.O. Box 700, Toronto, Ontario, Canada M5J 2S1. His present principal occupation is Chairman of the Board, President and Chief Executive Officer of Onex Corporation. Mr. Schwartz is a citizen of Canada. Mr. Schwartz is the indirect holder of all of the issued and outstanding shares of Multiple Voting Shares and 19.2% of the issued and outstanding Subordinate Voting Shares of Onex, ownership of which entitles Mr. Schwartz to elect a majority of the members of Onex’s Board of Directors.

During the past five years, none of the Reporting Persons or other persons identified in this Item 2 (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

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

On September 13, 2012, OREH (i) acquired the 196,715 shares of the Class B Common Stock of the Company previously held by Skilled Executive Investco LLC and reported on Schedule 13G filed February 14, 2008 and (ii) acquired all of the outstanding shares of OSHL. OSHL was the successor to Onex Skilled Holdings Limited, a Gibraltar company, that was liquidated into OSHL in 2008. OSHL intends to liquidate into its sole shareholder, OREH, at which time OREH will be the direct owner of the 3,191,536 shares of Class B Common Stock currently held by OSHL. The shares of OSHL and the shares of Class B Common Stock were acquired by OREH in exchange for the issuance of shares of capital stock of OREH.

Item 4. Purpose of the Transaction.

The Reporting Persons’ acquired the shares of Class B Common Stock of the Company (the “Stock of the Company”) for investment purposes and to influence control over the management of the Issuer. Each Reporting Person continuously evaluates its ownership of the Stock of the Company and the Issuer’s business and industry. Depending on market conditions and other factors that each Reporting Person may deem material or relevant to its investment decision, such Reporting Person may dispose of all or a portion of the Stock of the Company it now or hereafter owns, acquire additional Stock of the Company in privately negotiated transactions, enter into hedging arrangements or derivative transactions with respect to the Stock of the Company or engage in any other transaction with respect to the Stock of the Company permitted by law. The purpose of the transfer of the shares of Class B Common Stock of the Company from Skilled Executive Investors LLC and OSHL to OREH is for internal purposes.

Except as described herein, the Reporting Persons do not have any definitive plans or proposals, though each reserves the right to subsequently devise or implement definitive plans or proposals, which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.


Item 5. Interest in Securities of the Issuer.

Amount beneficially owned:

 

Onex Corporation

     14,750,623 (1) 

Onex Partners LP

     11,293,552 (2) 

Onex US Principals LP

     68,820 (3) 

Onex Real Estate Holdings III Inc.

     3,388,251 (4) 

Onex Skilled Holdings II Limited SARL

     3,191,536 (5) 

Gerald W. Schwartz

     14,750,623 (6) 

 

(1) Onex may be deemed to own beneficially the shares of Class A Common Stock beneficially owned by (a) OPLP, through Onex’s ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of OPLP, (b) USLP through Onex’s ownership of all of the equity of Onex American Holdings GP LLC, the general partner of USLP and (c) OREH through Onex’s ownership of all of the common stock of OREH. Onex disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
(2) All of the shares beneficially owned by OPLP are reported as beneficially owned by each of OPLP, Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by OPLP.
(3) All of the shares beneficially owned by USLP are reported as beneficially owned by each of USLP, Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by USLP.
(4) All of the shares beneficially owned by OREH are reported as beneficially owned by each of OREH, Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by OREH.
(5) All of the shares beneficially owned by OSHL are reported as beneficially owned by each of OSHL, OREH, Onex and Mr. Schwartz, notwithstanding the fact that OREH, Onex and Mr. Schwartz have a pecuniary interest in less than 100% of the shares beneficially owned by OSHL.
(6) Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex, owns shares representing a majority of the voting rights of the shares of Onex and may be deemed to beneficially own all shares beneficially owned by Onex. The indirect interests of Onex are described in footnote (1). Mr. Schwartz disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Percent of class (based on 22,485,366 shares of Class A Common Stock outstanding as of August 6, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the two months ended June 30, 2012, filed with the Securities and Exchange Commission on August 8, 2012):

 

Onex Corporation

     39.6

Onex Partners LP

     33.4

Onex US Principals LP

     0.3

Onex Real Estate Holdings III Inc.

     13.1

Onex Skilled Holdings II Limited SARL

     12.4

Gerald W. Schwartz

     39.6


Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote:

  

Onex Corporation

     0   

Onex Partners LP

     0   

Onex US Principals LP

     0   

Onex Real Estate Holdings III Inc.

     0   

Onex Skilled Holdings II Limited SARL

     0   

Gerald W. Schwartz

     0   

(ii) Shared power to vote or to direct the vote:

  

Onex Corporation

     14,750,623   

Onex Partners LP

     11,293,552   

Onex US Principals LP

     68,820   

Onex Real Estate Holdings III Inc.

     3,388,251   

Onex Skilled Holdings II Limited SARL

     3,191,536   

Gerald W. Schwartz

     14,750,623   

(iii) Sole power to dispose or to direct the disposition of:

  

Onex Corporation

     0   

Onex Partners LP

     0   

Onex US Principals LP

     0   

Onex Real Estate Holdings III Inc.

     0   

Onex Skilled Holdings II Limited SARL

     0   

Gerald W. Schwartz

     0   

(iv) Shared power to dispose or to direct the disposition of:

  

Onex Corporation

     14,750,623   

Onex Partners LP

     11,293,552   

Onex US Principals LP

     68,820   

Onex Real Estate Holdings III Inc.

     3,388,251   

Onex Skilled Holdings II Limited SARL

     3,191,536   

Gerald W. Schwartz

     14,750,623   

Except as set forth in Items 3 and 4, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2 of this Statement has engaged in any transaction during the past 60 days in any shares of the Class A Common Stock.

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

The Reporting Persons hold shares of the Class B Common Stock. Such shares of Class B Common Stock vote with the shares of Class A Common Stock on a 10 for 1 basis (meaning each share of Class B Common Stock has the right to 10 votes and each share of Class A Common Stock has the right to 1 vote on all matters presented to the stockholders for approval). Because of these voting rights and their ownership of such shares, the Reporting Persons may, among other things, exercise a controlling influence over the Company’s affairs, the election of directors and the approval of significant corporate transactions, including a merger or the sale of all or substantially all of the Company’s assets. Onex may have the ability to prevent any transaction that requires approval of the Company’s stockholders regardless of whether or not other stockholders believe that any such transaction is in the Company’s best interests and the interests of such other stockholders. Onex’s ability to exercise a controlling influence over the Company’s affairs is, to a certain extent, enhanced in the Investor Stockholders Agreement (attached to this Statement as Exhibit 2), to which the Company and certain of its stockholders are a party and which sets forth rights of the Company’s controlling stockholder, Onex, including the right to select a majority of the Company’s directors, and rights of the Issuer’s other stockholders.

Stockholders Agreement

On December 27, 2005, the Company entered into the Investor Stockholders Agreement with certain of its then current stockholders (the “Stockholders Agreement”) and any other stockholder or option holder who becomes a party to the Stockholders Agreement by execution of a joinder agreement.

Voting Rights

Under the Stockholders Agreement, each stockholder is required to vote all of the shares such stockholder owns in the Company for the election of directors and on all other matters which are submitted to a vote or consent of the stockholders on which such shares are entitled to vote in the same manner that shares held by the Majority Onex Investors (as defined here) vote such shares. The “Majority Onex Investors” means Onex and its affiliates holding, in the aggregate, a majority of the shares held by Onex and its affiliates.


Item 7. Material to be Filed as Exhibits.

 

(1)       Joint Filing Agreement
(2)       Investors Stockholders Agreement dated December 27, 2005 by and among the Company and certain of its then current stockholders (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 filed on October 10, 2006).
(3)       Power of Attorney incorporated by reference to the Amendment to Form 4 to Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on September 10, 1996.


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.

DATE: September 24, 2012

 

ONEX CORPORATION
By:  

/s/ Andrea E. Daly

  Name: Andrea E. Daly
  Title: Vice President, General Counsel and Secretary
By:  

/s/ Donald W. Lewtas

  Name: Donald W. Lewtas
  Title: Chief Financial Officer
ONEX PARTNERS LP
By: Onex Partners GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner
By:  

/s/ Robert M. Le Blanc

  Name: Robert M. Le Blanc
  Title: Managing Director
By:  

/s/ Donald F. West

  Name: Donald F. West
  Title: Vice President and Secretary
ONEX US PRINCIPALS LP
By:  

/s/ Donald F. West

  Name: Donald F. West
  Title: Representative
ONEX REAL ESTATE HOLDINGS III INC.
By:  

/s/ Donald W. Lewtas

  Name: Donald W. Lewtas
  Title: President


By:

 

/s/ Andrea E. Daly

  Name: Andrea E. Daly
  Title: Vice President and Secretary

GERALD W. SCHWARTZ

By:

 

/s/ Donald W. Lewtas

  Name: Donald W. Lewtas
  Title: Authorized Signatory for Gerald
W. Schwartz
ONEX SKILLED HOLDINGS II LIMITED SARL

By:

 

/s/ Donald F. West

  Name: Donald F. West
  Title: Type A Manager


Schedule A

Directors and Executive Officers of Onex Corporation (“Onex”)

The name, business address and present principal occupation of each director and executive officer of Onex are set forth below. All executive officers and directors listed on this Schedule A are Canadian citizens, except as specifically indicated below. All occupation or employment positions are with Onex, except as specifically indicated below.

 

Name                Business Address   

Present Principal

Occupation or Employment

Gerald W. Schwartz    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Chairman of the Board, President,
Chief Executive Officer and
Director
Ewout R. Heersink
(Netherlands Citizen)
   161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Director and Managing Director
Anthony Munk    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Managing Director
Donald W. Lewtas    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Chief Financial Officer
Timothy A.R. Duncanson    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Managing Director
Christine M. Donaldson    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Vice President, Finance
Seth M. Mersky
(U.S. Citizen)
   161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Managing Director
Andrea E. Daly    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Vice President, General Counsel
and Secretary


Name                Business Address   

Present Principal

Occupation or Employment

William A. Etherington    118 Yorkville Avenue
Suite 701
Toronto, Ontario
Canada M5R 1H5
   Director; Corporate Director
John B. McCoy    191 West Nationwide Blvd.
Suite 625
Columbus, Ohio
USA 43215
   Director; Retired
Christopher A. Govan    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Managing Director
Daniel C. Casey    Creson Corporation
170 Merton Street
Toronto, Ontario
Canada M4S 1A1
   Director; Chairman and Chief
Executive Officer of Creson
Corporation, an Ontario real estate
company
David J. Mansell    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Managing Director
Serge Gouin    Quebecor Media
612 St. Jacques Street, 13
th Floor
Montreal, Quebec
Canada H3C 4M8
   Director; Chairman of the Board of
Quebecor Media
Konstantin Gilis    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Managing Director
J. Robert S. Prichard, O.C.    Torys LLP
79 Wellington Street West, Suite 3000
Toronto, Ontario
Canada M5K 1N2
   Director; Chairman of Torys LLP
Arni C. Thorsteinson    Shelter Canadian Properties Limited
2600-7 Evergreen Place
Winnipeg, Manitoba
Canada R3L 2T3
   Director; President of Shelter
Canadian Properties Limited
Heather M. Reisman    Indigo Books & Music Inc.
468 King St. W.
Suite 500
Toronto, Ontario M5V 1L8
   Director; Chair and Chief
Executive Officer of Indigo Books
& Music Inc.


Name                Business Address   

Present Principal

Occupation or Employment

Peter C. Godsoe    Scotia Plaza, Suite 3005
40 King Street West
Toronto, Ontario
Canada M5H 1H1
   Director; Corporate Director


Schedule B

Directors and Executive Officers of Onex Partners GP Inc. (“Partners GP”)

The name, business address and present principal occupation of each director and executive officer of Partners GP are set forth below. All executive officers and directors listed on this Schedule B are United States citizens, except as specifically indicated below.

 

Name                Business Address    Present Principal Occupation
Joshua Hausman    c/o Onex Investment Corp.
712 Fifth Avenue
New York, NY 10019
   Director and Vice President;
Principal of Onex Investment Corp.
Robert M. LeBlanc    c/o Onex Investment Corp.
712 Fifth Avenue
New York, NY 10019
   Director and President; Managing
Director of Onex Investment Corp.
Donald F. West    c/o OMI Management U.S. Limited
Partnership
421 Leader Street
Marion, Ohio 43302
   Vice President; Director of OMI
Management U.S. Limited
Partnership


Schedule C

Directors and Executive Officers of Onex Real Estate Holdings III Inc. (“OREH”)

The name, business address and present principal occupation of each director and executive officer of OREH are set forth below. All executive officers and directors listed on this Schedule C are Canadian citizens, except as specifically indicated below.

 

Name                Business Address    Present Principal Occupation
Anthony Munk    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Director and Vice President;
Managing Director of Onex
Corporation
Robert M. LeBlanc
(U. S. Citizen)
   c/o Onex Investment Corp.
712 Fifth Avenue
New York, NY 10019
   Director and Vice President;
Managing Director of Onex
Investment Corp.
Donald W. Lewtas    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Director and President; Chief
Financial Officer of Onex
Corporation
Christopher A. Govan    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Vice President; Managing Director
of Onex Corporation
Andrea E. Daly    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Vice President and Secretary; Vice
President, General Counsel and
Secretary of Onex Corporation
Timothy A.R. Duncanson    161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Vice President; Managing Director
of Onex Corporation
Ewout R. Heersink
(Netherlands Citizen)
   161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Vice President; Managing Director of
Onex Corporation


Seth M. Mersky
(U.S. Citizen)
   161 Bay Street
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
   Vice President; Managing Director
of Onex Corporation
Donald F. West
(U.S. Citizen)
   421 Leader Street
Marion, Ohio 43302
   Vice President; Director of OMI
Management U.S. Limited
Partnership


Schedule D

Directors and Executive Officers of Onex Skilled Holdings II Limited SARL (“OSHL”)

The name, business address and present principal occupation of each director and executive officer of OSHL are set forth below. All executive officers and directors listed on this Schedule D are United States citizens, except as specifically indicated below.

 

Robert M. LeBlanc    c/o Onex Investment Corp.
712 Fifth Avenue
New York, NY 10019
   Type A Manager;
Managing Director of Onex
Investment Corp.
Donald F. West    c/o OMI Management U.S. Limited
Partnership
421 Leader Street
Marion, Ohio 43302
   Type A Manager;
Director of OMI Management U.S.
Limited Partnership
Olivier Dorier
(Luxembourg Citizen)
   6C, rue Gabriel Lippmann
L-5365 Munsbach
Grand-Duchy of Luxembourg
   Type B Manager;
Partner, MAS International


EXHIBIT INDEX

 

(1)       Joint Filing Agreement
(2)*       Investors Stockholders Agreement dated December 27, 2005 by and among the Company and certain of its then current stockholders (incorporated by reference from the Company’s Registration Statement on Form S-1 filed on October 10, 2006).
(3)*       Power of Attorney incorporated by reference to the Amendment to Form 4 to Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on September 10, 1996.

 

* Previously filed.
EX-99.1 2 d415116dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning others, except to the extent that it knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the 24th day of September, 2012.

 

ONEX CORPORATION
By:  

/s/ Andrea E. Daly

  Name: Andrea E. Daly
  Title: Vice President, General Counsel and Secretary
By:  

/s/ Donald W. Lewtas

  Name: Donald W. Lewtas
  Title: Chief Financial Officer
ONEX PARTNERS LP
By: Onex Partners GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner
By:  

/s/ Robert M. Le Blanc

  Name: Robert M. Le Blanc
  Title: Managing Director
By:  

/s/ Donald F. West

  Name: Donald F. West
  Title: Vice President and Secretary


ONEX US PRINCIPALS LP
By:  

/s/ Donald F. West

 

Name: Donald F. West

Title: Representative

ONEX REAL ESTATE HOLDINGS III INC.
By:  

/s/ Donald W. Lewtas

 

Name: Donald W. Lewtas

Title: President

By:  

/s/ Andrea E. Daly

 

Name: Andrea E. Daly

Title: Vice President and Secretary

GERALD W. SCHWARTZ
By:  

/s/ Donald W. Lewtas

 

Name: Donald W. Lewtas

Title: Authorized Signatory for Gerald W. Schwartz

ONEX SKILLED HOLDINGS II LIMITED SARL
By:  

/s/ Donald F. West

 

Name: Donald F. West

Title: Type A Manager