Skyline Champion Corporation
|
(Name of Issuer)
|
Common Stock, par value $0.0277 per share
|
(Title of Class of Securities)
|
830830105
|
(CUSIP Number)
|
Bain Capital Credit Member, LLC
200 Clarendon Street
Boston, Massachusetts 02116
(617) 516-2000
Attention: Michael Treisman
With a copy to:
Craig Marcus
Zachary Blume
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
(617) 951-7000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
June 1, 2018
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 830830105
|
SCHEDULE 13D
|
Page 2
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Bain Capital Credit Member, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
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
|
|
|
||
13,878,442*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
13,878,442*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,878,442
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.7% (See Item 5)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 830830105
|
SCHEDULE 13D
|
Page 3
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Sankaty Champion Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
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
|
|
|
||
10,108,533*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,108,533*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,108,533
|
|
|
|||
|
|
||||
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)
|
|
|
||
18.0% (See Item 5)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 830830105
|
SCHEDULE 13D
|
Page 4
|
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)
|
☒
|
||||
|
|
||||
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
|
|
|
||
3,769,909*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,769,909*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,769,909
|
|
|
|||
|
|
||||
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)
|
|
|
||
6.7% (See Item 5)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 830830105
|
SCHEDULE 13D
|
Page 5
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Sankaty Credit Opportunities Investors IV, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
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
|
|
|
||
3,769,909*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,769,909*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,769,909
|
|
|
|||
|
|
||||
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)
|
|
|
||
6.7% (See Item 5)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(i) |
Sankaty Champion Holdings, LLC, a Delaware limited liability company (“SCH”);
|
(ii) |
Sankaty Credit Opportunities IV, L.P., a Delaware limited partnership (“SCO IV” and, together with SCH, the “Funds”);
|
(iii) |
Sankaty Credit Opportunities Investors IV, LLC, a Delaware limited liability company (“SCOI IV”); and
|
(iv) |
Bain Capital Credit Member, LLC, a Delaware limited liability company (“BCCM”).
|
|
99.2
|
Share Contribution & Exchange Agreement dated January 5, 2018 by and among Skyline Corporation and Champion Enterprises Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on January 5, 2018).
|
99.3
|
Amended and Restated Coordination Agreement, dated as of May 31, 2018, by and among Sankaty Champion Holdings, LLC, Sankaty Credit Opportunities IV, L.P., Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., CCP Champion Investors, LLC, MAK Champion Investments LLC and MAK-RO Capital Master Fund L.P. (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on June 6, 2018).
|
|
99.6 | ||
99.7 |
Investor Rights Agreement, dated as of June 1, 2018, by and among Skyline Champion Corporation, Champion Enterprises Holdings, LLC, Sankaty Champion Holdings, LLC, Sankaty Credit Opportunities IV, L.P., Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., CCP Champion Investors, LLC, MAK Champion Investment LLC and MAK-RO Capital Master Fund L.P. (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed on June 6, 2018).
|
|
99.8.
|
Registration Rights Agreement, dated as of June 1, 2018, by and among Skyline Champion Corporation, Champion Enterprises Holdings, LLC, Arthur J. Decio, Sankaty Champion Holdings, LLC, Sankaty Credit Opportunities IV, L.P., Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., CCP Champion Investors, LLC, MAK Champion Investment LLC, MAK-RO Capital Master Fund L.P., and each other person party thereto (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on June 6, 2018).
|
|
SANKATY CHAMPION HOLDINGS, LLC
|
|||
|
By:
|
Bain Capital Credit Member, LLC, its manager
|
||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
|
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
|
|
SANKATY CREDIT OPPORTUNITIES INVESTORS IV, LLC
|
|||
|
By:
|
Bain Capital Credit Member, LLC, its managing member
|
||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
|
BAIN CAPITAL CREDIT MEMBER, LLC
|
|||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
99.2.
|
Share Contribution & Exchange Agreement dated January 5, 2018 by and among Skyline Corporation and Champion Enterprises Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on January 5, 2018).
|
|
99.3
|
Amended and Restated Coordination Agreement, dated as of May 31, 2018, by and among Sankaty Champion Holdings, LLC, Sankaty Credit Opportunities IV, L.P., Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., CCP Champion Investors, LLC, MAK Champion Investments LLC and MAK-RO Capital Master Fund L.P. (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed on June 6, 2018).
|
|
99.7
|
Investor Rights Agreement, dated as of June 1, 2018, by and among Skyline Champion Corporation, Champion Enterprises Holdings, LLC, Sankaty Champion Holdings, LLC, Sankaty Credit Opportunities IV, L.P., Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., CCP Champion Investors, LLC, MAK Champion Investment LLC and MAK-RO Capital Master Fund L.P. (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed on June 6, 2018).
|
|
99.8
|
Registration Rights Agreement, dated as of June 1, 2018, by and among Skyline Champion Corporation, Champion Enterprises Holdings, LLC, Arthur J. Decio, Sankaty Champion Holdings, LLC, Sankaty Credit Opportunities IV, L.P., Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., CCP Champion Investors, LLC, MAK Champion Investment LLC, MAK-RO Capital Master Fund L.P., and each other person party thereto (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed on June 6, 2018).
|
|
SANKATY CHAMPION HOLDINGS, LLC
|
|||
|
By:
|
Bain Capital Credit Member, LLC, its manager
|
||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
|
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
|
|
SANKATY CREDIT OPPORTUNITIES INVESTORS IV, LLC
|
|||
|
By:
|
Bain Capital Credit Member, LLC, its managing member
|
||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
|
BAIN CAPITAL CREDIT MEMBER, LLC
|
|||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
SHAREHOLDERS: | ||||
|
SANKATY CHAMPION HOLDINGS, LLC
|
|||
|
By:
|
Bain Capital Credit Member, LLC, its manager
|
||
|
By:
|
/s/ Andrew S. Viens
|
||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
|
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
|
INVESTORS | ||||
CCP CHAMPION INVESTORS, LLC
|
||||
By: |
CENTERBRIDGE ASSOCIATES, L.P., its manager
|
|||
By:
|
CENTERBRIDGE CAYMAN GP LTD., its general partner
|
|||
By:
|
/s/ Susanne V. Clark
|
|||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
CENTERBRIDGE CAPITAL PARTNERS, L.P.
|
||||
By: |
CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
|||
By:
|
CENTERBRIDGE CAYMAN GP LTD., its general partner
|
|||
By:
|
/s/ Susanne V. Clark
|
|||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
|
||||
By: |
CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
|||
By:
|
CENTERBRIDGE CAYMAN GP LTD., its general partner
|
|||
By:
|
/s/ Susanne V. Clark
|
|||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
|
||||
By: |
CCP SBS GP, LLC, its general partner
|
|||
By:
|
/s/ Susanne V. Clark
|
|||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
MAK CHAMPION INVESTMENT LLC
|
||||
By: |
MAK Capital Fund, L.P.
|
|||
By:
|
/s/ Michael Kaufman
|
|||
|
Name:
|
Michael Kaufman
|
||
|
Title:
|
Portfolio Manager
|
MAK-RO CAPITAL MASTER FUND L.P.
|
||||
By: |
MAK GP LLC, its general partner
|
|||
By:
|
/s/ Michael Kaufman
|
|||
|
Name:
|
Michael Kaufman
|
||
|
Title:
|
Portfolio Manager
|
SHAREHOLDERS: | ||||
|
MAK CHAMPION INVESTMENT LLC
|
|||
|
By:
|
MAK Capital Fund, L.P.
|
||
|
By:
|
/s/ Michael Kaufman
|
||
|
Name:
|
Michael Kaufman
|
||
|
Title:
|
Portfolio Manager
|
|
MAK-RO CAPITAL MASTER FUND L.P.
|
|||
By: | MAK GP LLC, its general partner | |||
|
By:
|
/s/ Michael Kaufman
|
||
|
Name:
|
Michael Kaufman
|
||
|
Title:
|
Portfolio Manager
|
INVESTORS | ||||
CCP CHAMPION INVESTORS, LLC
|
||||
By: |
CENTERBRIDGE ASSOCIATES, L.P., its manager
|
|||
By:
|
CENTERBRIDGE CAYMAN GP LTD., its general partner
|
|||
By:
|
/s/ Susanne V. Clark
|
|||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
CENTERBRIDGE CAPITAL PARTNERS, L.P.
|
||||
By: |
CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
|||
By:
|
CENTERBRIDGE CAYMAN GP LTD., its general partner
|
|||
By:
|
/s/ Susanne V. Clark
|
|||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
|
||||
By: |
CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
|||
By:
|
CENTERBRIDGE CAYMAN GP LTD., its general partner
|
|||
By:
|
/s/ Susanne V. Clark
|
|||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
|
||||
By: |
CCP SBS GP, LLC, its general partner
|
|||
By:
|
/s/ Susanne V. Clark
|
|||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
SANKATY CHAMPION HOLDINGS, LLC
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By: |
Bain Capital Credit Member, LLC, its manager
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By:
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/s/ Andrew S. Viens
|
|||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
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SANKATY CREDIT OPPORTUNITIES IV, L.P.
|
||||
By: |
Sankaty Credit Opportunities Investors IV, LLC, its general partner
|
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By: | Bain Capital Credit Member, LLC, its managing member | |||
By:
|
/s/ Andrew S. Viens
|
|||
|
Name:
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
SHAREHOLDERS: | ||||
|
CCP CHAMPION INVESTORS, LLC
|
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|
By:
|
CENTERBRIDGE ASSOCIATES, L.P., its manager
|
||
By: | CENTERBRIDGE CAYMAN GP LTD., its general partner | |||
|
By:
|
/s/ Susanne V. Clark
|
||
|
Name:
|
Susanne V. Clark
|
||
|
Title:
|
Authorized Signatory
|
|
CENTERBRIDGE CAPITAL PARTNERS, L.P.
|
|||
|
By:
|
CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
||
By: | CENTERBRIDGE CAYMAN GP LTD., its general partner | |||
|
By:
|
/s/ Susanne V. Clark
|
||
|
Name:
|
Susanne V. Clark | ||
|
Title:
|
Authorized Signatory
|
|
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
|
|||
|
By:
|
CENTERBRIDGE ASSOCIATES, L.P., its general partner
|
||
By: | CENTERBRIDGE CAYMAN GP LTD., its general partner | |||
|
By:
|
/s/ Susanne V. Clark
|
||
|
Name:
|
Susanne V. Clark | ||
|
Title:
|
Authorized Signatory
|
|
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
|
|||
|
By:
|
CCP SBS GP, LLC, its general partner
|
||
|
By:
|
/s/ Susanne V. Clark
|
||
|
Name:
|
Susanne V. Clark | ||
|
Title:
|
Authorized Signatory
|
INVESTORS | ||||
SANKATY CHAMPION HOLDINGS, LLC
|
||||
By: |
Bain Capital Credit Member, LLC, its manager
|
|||
By:
|
/s/ Andrew S. Viens
|
|||
|
Name
|
Andrew S. Viens
|
||
|
Title:
|
Executive Vice President
|
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
|
MAK CHAMPION INVESTMENT LLC
|
||||
By:
|
MAK Capital Fund, L.P.
|
|||
By:
|
/s/ Michael Kaufman
|
|||
|
Name:
|
Michasel Kaufman
|
||
|
Title:
|
Portfolio Manager
|
MAK-RO CAPITAL MASTER FUND L.P.
|
||||
By:
|
MAK Capital Fund, L.P.
|
|||
By:
|
/s/ Michael Kaufman
|
|||
|
Name:
|
Michasel Kaufman
|
||
|
Title:
|
Portfolio Manager
|