0001193125-17-238224.txt : 20170727 0001193125-17-238224.hdr.sgml : 20170727 20170727142303 ACCESSION NUMBER: 0001193125-17-238224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170727 DATE AS OF CHANGE: 20170727 GROUP MEMBERS: GERALD W. SCHWARTZ GROUP MEMBERS: ONEX PARTNERS LP GROUP MEMBERS: ONEX REAL ESTATE HOLDINGS III INC. GROUP MEMBERS: ONEX US PRINCIPALS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Healthcare, 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82895 FILM NUMBER: 17985658 BUSINESS ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 610-444-6350 MAIL ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 FORMER COMPANY: FORMER CONFORMED NAME: Skilled Healthcare Group, Inc. DATE OF NAME CHANGE: 20070209 FORMER COMPANY: FORMER CONFORMED NAME: SHG Holding Solutions Inc DATE OF NAME CHANGE: 20060126 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/A 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 SC 13D/A 1 d401520dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Genesis Healthcare, Inc.

(formerly known as Skilled Healthcare Group, Inc.)

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

37185X 106

(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)

July 25, 2017

(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. 37185X 106   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Onex Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (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

 

11,757,791 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

 

11,757,791 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,757,791 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)

 

13.2% of the Issuer’s shares of Class A Common Stock, assuming conversion of only the Reporting Persons’ Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

CO

 

 

2

CUSIP No. 37185X 106   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Onex Partners LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (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

 

9,002,138 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,002,138 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,002,138 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)

 

10.4% of the Issuer’s shares of Class A Common Stock, assuming conversion of only the Reporting Persons’ Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

PN

 

 

3

CUSIP No. 37185X 106   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Onex US Principals LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (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

 

54,860 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

54,860 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

54,860 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)

 

0.1% of the Issuer’s shares of Class A Common Stock, assuming conversion of only the Reporting Persons’ Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

PN

 

 

4

CUSIP No. 37185X 106   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)  ☒        (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

 

2,700,793 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,700,793 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,700,793 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)

 

3.4% of the Issuer’s shares of Class A Common Stock, assuming conversion of only the Reporting Persons’ Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

CO

 

 

5

CUSIP No. 37185X 106   SCHEDULE 13D  

 

  1   

NAMES OF REPORTING PERSONS:

 

Gerald W. Schwartz

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (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

 

11,757,791 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

11,757,791 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,757,791 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)

 

13.2% of the Issuer’s shares of Class A Common Stock, assuming exchange of only the Reporting Persons’ Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

IN

 

 

6

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock of Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.), and amends and supplements the Schedule 13D previously filed by Onex Corporation and other reporting persons with the Securities and Exchange Commission (“SEC”) on September 24, 2012, as amended by Amendment Nos. 1, 2 and 3 thereto filed by Onex Corporation and other reporting persons with the SEC on February 11, 2015, May 25, 2017, and July 13, 2017, respectively (collectively, the “Schedule 13D”).

This Amendment No. 4 amends the Schedule 13D, as set forth below.

Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

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

Amount beneficially owned:

 

Onex Corporation (“Onex”)

      11,757,791 (1) 

Onex Partners LP (“OPLP”)

      9,002,138 (2) 

Onex US Principals LP (“USLP”)

      54,860 (3) 

Onex Real Estate Holdings III Inc. (“OREH”)

      2,700,793 (4) 

Gerald W. Schwartz

      11,757,791 (5) 

 

 

(1) Onex may be deemed to own beneficially the shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock directly owned by (a) OPLP, through its 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 its ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of USLP and (c) OREH, through its 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) Represents shares directly owned by OPLP. All of the shares directly owned by OPLP are reported as beneficially owned by each of OPLP, Onex and Gerald W. 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) Represents shares directly owned by USLP. All of the shares directly 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) Represents shares directly owned by OREH. All of the shares directly 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) Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex, also indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as a result, may be deemed to beneficially own all shares in the Issuer reported as beneficially owned by Onex Corporation (see footnote 1). Mr. Schwartz disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Percent of class (based on 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017 and assuming conversion of the Reporting Persons’ Class B Common Stock into Class A Common Stock):

 

Onex Corporation

      13.2 % 

Onex Partners LP

      10.4 % 

Onex US Principals LP

      0.1 % 

Onex Real Estate Holdings III Inc.

      3.4 % 

Gerald W. Schwartz

      13.2 % 

 

7

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  

Gerald W. Schwartz

      0  

(ii) Shared power to vote or to direct the vote(1):

   

Onex Corporation

      11,757,791  

Onex Partners LP

      9,002,138  

Onex US Principals LP

      54,860  

Onex Real Estate Holdings III Inc.

      2,700,793  

Gerald W. Schwartz

      11,757,791  

(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  

Gerald W. Schwartz

      0  

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

   

Onex Corporation

      11,757,791  

Onex Partners LP

      9,002,138  

Onex US Principals LP

      54,860  

Onex Real Estate Holdings III Inc.

      2,700,793  

Gerald W. Schwartz

      11,757,791  

 

(1) The shares beneficially owned by Onex Corporation, Onex Partners LP, Onex US Principals LP, Onex Real Estate Holdings III Inc. and Mr. Schwartz represent 7.6%, 5.8%, 0.04%, 1.7% and 7.6%, respectively, of the aggregate voting power of the outstanding shares of the Issuer (based on an aggregate of 154,532,140 shares of Class A Common Stock, Class B Common Stock and Class C Common Stock outstanding on May 8, 2017, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

Set forth below are all transactions (each of which were effected by a broker in open market transactions) of the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2 of the Schedule 13D, since July 13, 2017 in shares of the Issuer’s Class B Common Stock (no such transactions were effected in shares of the Issuer’s Class A Common Stock). However, each share of Class B Common Stock is automatically convertible into one share of Class A Common Stock upon transfer to a third party.

 

Reporting Person

    Date of Transaction      No. of shares of Class B
Common Stock sold		      Price per share  

Onex Partners LP

     

 7/13/17
7/20/17
7/25/17		  
 
 		     

 191,409
405,020
210,549		  
 
 		    $

$

$

 1.52

1.50

1.50

  

 

 

Onex US Principals LP

     

 7/13/17
7/20/17
7/25/17		  
 
 		     

 1,166
2,468
1,283		  
 
 		    $

$

$

 1.52

1.50

1.50

  

 

 

Onex Real Estate Holdings III Inc.

     

 7/13/17
7/20/17
7/25/17		  
 
 		     

 57,425
121,512
63,168		  
 
 		    $

$

$

 1.52

1.50

1.50

  

 

 

 

8

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: July 27, 2017

 

ONEX CORPORATION
  By:  

/s/ Andrea E. Daly

    Name: Andrea E. Daly
   

Title:   Managing Director, General

   

            Counsel and Secretary

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/ Joshua Hausman

    Name: Joshua Hausman
    Title:   Managing Director
ONEX US PRINCIPALS LP
By: Onex American Holdings GP LLC, its General Partner
  By:  

/s/ Joshua Hausman

    Name: Joshua Hausman
    Title:   Director
ONEX REAL ESTATE HOLDINGS III INC.
  By:  

/s/ Andrea E. Daly

    Name: Andrea E. Daly
    Title:   Vice President and Secretary
GERALD W. SCHWARTZ
  By:  

/s/ Andrea E. Daly

    Name: Andrea E. Daly
    Title: Attorney-in-fact for Gerald W. Schwartz, pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017

 

9