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CUSIP No. 095306106 |
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13D/A |
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Page
7
of 9 |
Explanatory Note: This Amendment No. 1 (this Amendment) to the Schedule
13D (the Initial 13D), filed by the Reporting Persons with the Securities and Exchange Commission (the SEC) on December 22, 2021, amends and supplements certain of the items set forth therein.
As used in this Amendment, the term Reporting Persons collectively refers to:
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Coliseum Capital Management, LLC, a Delaware limited liability company (CCM);
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Coliseum Capital, LLC, a Delaware limited liability company (CC); |
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Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP); |
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Adam Gray (Gray), a director of Blue Bird Corporation (the Issuer); and
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Christopher Shackelton (Shackelton). |
Pursuant to the underwritten secondary offering described below, effective as of June 12, 2023, CCP and a separate account advisory client of CCM (the
Separate Account) disposed of 3,450,000 shares of Common Stock of the Issuer and the number of shares reported as held by the Reporting Persons in this Amendment gives effect to such transaction. As set forth below, as a result of
the transactions described herein, on June 12, 2023, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock of the Issuer. The filing of this Amendment represents the final
amendment to the Initial 13D and constitutes an exit filing for the Reporting Persons.
Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended and supplemented as follows:
Underwritten Secondary Offering:
On December 23,
2021, the Issuer filed with the SEC an automatic shelf registration statement on Form S-3 registering for public resale, as provided for therein, shares of Common Stock (the
Shares) beneficially owned by CCP and the Separate Account (the Selling Stockholders). On June 7, 2023, the Selling Stockholders agreed to sell 3,000,000 Shares to BofA Securities, Inc., Barclays Capital
Inc., Jefferies LLC, BMO Capital Markets Corp., Piper Sandler & Co., Craig-Hallum Capital Group LLC, D.A. Davidson & Co., Roth Capital Partners, LLC and Academy Securities, Inc. (the Underwriters) at a price of
$20.00 per share pursuant to the terms and conditions of the Underwriting Agreement, dated as of June 7, 2023 (the Underwriting Agreement), by and among the Issuer, the Selling Stockholders and BofA Securities, Inc. and
Barclays Capital Inc., as representatives of the several Underwriters (the Secondary Offering). On June 12, 2023, the public resale of the Shares was consummated. In addition, the Selling Stockholders granted the Underwriters
an option to purchase an additional 450,000 shares of Common Stock (the Option Shares) for a period of 30 days from the date of the Underwriting Agreement. The Option Shares would be purchased at a price of $20.00 to the Selling
Stockholders. On June 8, 2023, the Underwriters exercised their option to purchase the Option Shares in full.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 is hereby amended and supplemented as follows:
(a)-(b) |
The information relating to the beneficial ownership of Common Stock, par value $0.0001 per share (the
Common Stock), by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated
based upon 32,092,836 shares of Common Stock outstanding as of May 30, 2023, as reported in the Issuers Prospectus Supplement filed with the SEC on June 9, 2023. |