Champion Enterprises Holdings’ Definitive Agreement to Combine with Skyline Corporation

Jefferies LLC served as financial advisor to Skyline and Barnes & Thornburg LLP acted as Skyline’s legal counsel. Ice Miller LLP acted as legal counsel to Skyline’s Special Committee of the Board. RBC Capital Markets, LLC served as financial advisor to Champion and Ropes & Gray LLP acted as Champion’s legal counsel. In connection with the transaction, Skyline and Champion have received a joint commitment from RBC Capital Markets, LLC and Jefferies LLC, contingent upon the closing of the transaction, to consolidate and upsize existing revolving credit facilities for use by the combined company.

Skyline Corporation and Champion Enterprises Holdings, LLC, the parent company of Champion Home Builders, Inc., today announced that they have entered into a definitive agreement for the two companies to combine their operations. Under the terms of the agreement, Champion will contribute 100% of the shares of its operating subsidiaries, Champion Home Builders, Inc. and CHB International B.V., to Skyline. In exchange, Skyline is currently expected to issue approximately 47.8 million shares to Champion, representing 84.5% of the common stock of the combined company on a fully-diluted basis. Prior to closing, Skyline expects to declare a dividend to its existing shareholders of its excess net cash available for distribution under the agreement after certain transactional expenses.

The combined company will be known as Skyline Champion Corporation and trade on the NYSE American under the ticker symbol “SKY.” The Board of Directors will comprise eleven members, nine of which will be directors designated by Champion and two of which will be designated by Skyline. Upon closing of the transaction, Champion Chief Executive Officer, Keith Anderson, will serve as Chief Executive Officer of Skyline Champion Corporation. Additionally, Laurie Hough, Champion Chief Financial Officer, will serve as Chief Financial Officer of the combined company. Skyline anticipates nominating John Firth, current Chairman of the Board of Skyline, and Rich Florea, current Chief Executive Officer of Skyline, as Directors of the combined company and Art Decio, an original founder of Skyline and member of the Board of Directors since 1959, as a senior advisor to the combined company’s Board of Directors. Skyline Champion Corporation’s principal offices will remain in Elkhart, Indiana with additional executive offices in Troy, Michigan.

The business combination will create the nation’s largest publicly traded factory-built housing company, with greater than $1 billion in pro forma revenue over the past twelve months.* The combined company will have an expansive operational footprint throughout North America, with 36 manufacturing facilities, 24 of which are in the top 20 states for manufactured housing shipments. Skyline Champion Corporation will offer manufactured, modular and park model homes as well as commercial structures. Additionally, the combined company will have 21 owned factory-direct retail locations and provide transportation services to the manufactured housing industry from 10 locations across the United States.

Ropes & Gray represented Champion Enterprises Holdings with a team including David Fine (Picture) and Zachary Blume, finance partner Alyson Allen, benefits partner Joshua Lichtenstein and tax partner Leo Arnaboldi.

Involved fees earner: David Fine – Ropes & Gray; Zachary Blume – Ropes & Gray; Joshua Lichtenstein – Ropes & Gray; Leo Arnaboldi – Ropes & Gray;

Law Firms: Ropes & Gray;

Clients: Champion Enterprises Holdings LLC;


Author: Ambrogio Visconti