Skyline Corporation and Champion Enterprises Holdings, LLC, the parent company of Champion Home Builders Inc., reached a definitive agreement on January 5th for the two companies to combine their operations.
As per 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 about 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. And 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.
Art Decio, Skyline’s largest shareholder, has agreed to vote in favor of and fully support the transaction, which is expected to be completed in the first half of 2018. It is subject to the receipt of regulatory approvals and other customary closing conditions as well as the approval of Skyline shareholders.