Coliseum Capital, managed by Christopher Shackelton and Adam Gray, has recently disclosed an increase in its holding of BioScrip Inc (NASDAQ:BIOS). According to an amended filing with the Securities and Exchange Commission, the fund has acquired 4.2 million shares of common stock at a price of $2 per share as part of a public offering undertaken by BioScrip. As a result, the fund now controls approximately 23.2 million shares, which include 5.62 million shares of common stock and shares that could be obtained upon the conversion of preferred stock and warrants. The position would amount to roughly 17.6% of the company’s common stock.
A provider of infusion solutions, BioScrip Inc (NASDAQ:BIOS) has been in a steady uptrend since the start of the year, advancing by approximately 62% to yesterday’s closing price of $2.78 per share. On June 16, the company announced the pricing of the underwritten offering of 40 million shares of common stock at $2 per share, granting the underwriters the possibility to acquired an additional 5.2 million shares within the first 30 days after the offering. BioScrip expects to raise between $73.4 million and $83.2 million, depending on how the underwriters exercise their options. The company has also recently announced the acquisition of HS Infusion Holdings for $85 million, as part of its strategic development plan.
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Hedge fund sentiment towards BioScrip Inc (NASDAQ:BIOS) was unchanged during the first quarter: 13 elite hedge funds had this stock in their portfolio at the end of March, having together amassed 38% of the company’s outstanding stock. Philip Hempleman‘s Ardsley Partners held the largest position in BioScrip among the funds followed by Insider Monkey, having indicated ownership of 6.69 million shares in its latest 13F filing. Stephen Dubois‘ Camber Capital Management held 6.18 million shares of BioScrip at the end of March, up by 17% during the quarter.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Coliseum Capital Management | 0 | 23,182,758 | 0 | 23,182,758 | 23,182,758 | 17.6% |
| Coliseum Capital | 8. | 17,841,112 | 0 | 17,841,112 | 17,841,112 | 14.0% |
| Coliseum Capital Partners | 0 | 14,553,786 | 0 | 14,553,786 | 14,553,786 | 11.6% |
| Coliseum Capital Partners II | 0 | 3,287,326 | 0 | 3,287,326 | 3,287,326 | 2.8% |
| Adam Gray | 0 | 23,182,758 | 0 | 23,182,758 | 23,182,758 | 17.6% |
| Christopher Shackelton | 0 | 23,182,758 | 0 | 23,182,758 | 23,182,758 | 17.6% |
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Page 1 of 10 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
BioScrip,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09069N108
(CUSIP Number)
Christopher Shackelton/Adam Gray
Metro Center
1 Station
Place, 7th Floor South
Stamford, CT 06902
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 22, 2016
(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 sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. ¨
The information required in 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).
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Page 2 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Coliseum Capital Management, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 23,182,758 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 23,182,758 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 23,182,758 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 17.6% (1) | |||||
| 14. | Type of Reporting Person (See IA | |||||
| (1) | Includes (a) 5,622,410 shares of common stock, $0.0001 par value per share (the Common Shares), (b) 241,749 Common Shares that could be obtained upon conversion of 10,823 shares of Series A Convertible Preferred Stock, par value $0.0001 per share at a conversion price of $5.17 per share (the Series A Preferred Shares), (c) 13,718,600 Common Shares that could be obtained upon conversion of 614,177 shares of Series C Convertible Preferred Stock, par value $0.0001 per share at a conversion price of $5.17 per share (the Series C Preferred Shares), (d) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class A warrants to purchase Common Shares at a price of $5.17 per share (the Class A Warrants), and (e) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class B warrants to purchase Common Shares at a price of $6.45 per share (the Class B Warrants and, together with the Class A Warrants, the Warrants). |
Page 2 of 9
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Page 3 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Coliseum Capital, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 17,841,112 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 17,841,112 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 17,841,112 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 14.0% (1) | |||||
| 14. | Type of Reporting Person (See OO | |||||
| (1) | Includes (a) 4,312,256 Common Shares, (b) 186,242 Common Shares that could be obtained upon conversion of 8,338 Series A Preferred Shares, (c) 10,569,100 Common Shares that could be obtained upon conversion of 473,175 Series C Preferred Shares, (d) 1,386,757 Common Shares that could be obtained upon conversion of 1,386,757 Class A Warrants, and (e) 1,386,757 Common Shares that could be obtained upon conversion of 1,386,757 Class B Warrants. |
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Page 4 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Coliseum Capital Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 14,553,786 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 14,553,786 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,553,786 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 11.6% (1) | |||||
| 14. | Type of Reporting Person (See PN | |||||
| (1) | Includes (a) 3,498,690 Common Shares, (b) 152,179 Common Shares that could be obtained upon conversion of 6,813 Series A Preferred Shares, (c) 8,636,541 Common Shares that could be obtained upon conversion of 386,655 Series C Preferred Shares, (d) 1,133,188 Common Shares that could be obtained upon conversion of 1,133,188 Class A Warrants, and (e) 1,133,188 Common Shares that could be obtained upon conversion of 1,133,188 Class B Warrants. |
Page 4 of 9
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Page 5 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Coliseum Capital Partners II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 3,287,326 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 3,287,326 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,287,326 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 2.8% (1) | |||||
| 14. | Type of Reporting Person (See PN | |||||
| (1) | Includes (a) 813,566 Common Shares, (b) 34,063 Common Shares that could be obtained upon conversion of 1,525 Series A Preferred Shares, (c) 1,932,559 Common Shares that could be obtained upon conversion of 86,520 Series C Preferred Shares, (d) 253,569 Common Shares that could be obtained upon conversion of 253,569 Class A Warrants, and (e) 253,569 Common Shares that could be obtained upon conversion of 253,569 Class B Warrants. |
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Page 6 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Adam Gray | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 23,182,758 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 23,182,758 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 23,182,758 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 17.6% (1) | |||||
| 14. | Type of Reporting Person (See IN | |||||
| (1) | Includes (a) 5,622,410 Common Shares, (b) 241,749 Common Shares that could be obtained upon conversion of 10,823 shares of Series A Convertible Preferred Stock, (c) 13,718,600 Common Shares that could be obtained upon conversion of 614,177 shares of Series C Convertible Preferred Stock, (d) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class A Warrants, and (e) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class B Warrants. |
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Page 7 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Christopher Shackelton | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 23,182,758 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 23,182,758 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 23,182,758 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 17.6% (1) | |||||
| 14. | Type of Reporting Person (See IN | |||||
| (1) | Includes (a) 5,622,410 Common Shares, (b) 241,749 Common Shares that could be obtained upon conversion of 10,823 shares of Series A Convertible Preferred Stock, (c) 13,718,600 Common Shares that could be obtained upon conversion of 614,177 shares of Series C Convertible Preferred Stock, (d) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class A Warrants, and (e) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class B Warrants. |
Page 7 of 9
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Page 8 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
Explanatory Note: This Amendment No. 3 (this Amendment) to the Schedule 13D relating
to BioScrip, Inc., a Delaware corporation (the Issuer), filed by the Filers (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on March 19, 2015 (the Initial 13D), as amended
and supplemented by Amendment No. 1 to the Initial 13D filed on August 27, 2015 and Amendment No. 2 to the Initial 13D filed on April 5, 2016, amends and supplements certain of the items set forth therein.
As used in this Amendment, the term Filers collectively refers to:
| Coliseum Capital Management, LLC, a Delaware limited liability company (CCM); |
| Coliseum Capital, LLC, a Delaware limited liability company (CC); |
| Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP); |
| Coliseum Capital Partners II, L.P., a Delaware limited partnership (CCP2); |
| Adam Gray (Gray); and |
| Christopher Shackelton, a director of the Issuer (Shackelton). |
Item 3. Source and Amount
of Funds or Other Consideration.
The source and amount of funds used in purchasing the Common Stock referred to in Item 4 below by the Filers and
a separate account investment advisory client of CCM (the Separate Account) were as follows:
| Purchaser | Source of Funds | Amount | ||||||
| CCP | Working Capital | $ | 5,288,210.00 | |||||
| CCP2 | Working Capital | $ | 1,183,324.00 | |||||
| Separate Account | Working Capital | $ | 1,928,466.00 | |||||
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
Capitalized terms used
herein but not defined herein have the meanings assigned to them in the Initial 13D.
On June 16, 2016, the Issuer entered into an Underwriting
Agreement among the Issuer and Jefferies LLC, as representative for the underwriters therein, relating to an underwritten public offering of 45,200,000 Common Shares (the Offering). The Filers acquired 4,200,000 Common Shares in the
Offering at a purchase price of $2.00 per share.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
The
information relating to the beneficial ownership of Common Shares by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages
filed herewith are calculated based upon 113,980,241 Common Shares outstanding as of June 22, 2016, as reported in the Issuers Form 10-Q filed with the SEC on May 2, 2016 and also includes 45,200,000 Common Shares issued in the
Offering.
The Filers have not effected transactions in the Common Shares in open market transactions in the sixty days preceding the filing of this
Amendment.
Except as set forth in Item 6 hereof, no other person has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Shares, Preferred Shares or Warrants reported herein.
Page 8 of 9
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Page 9 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
The information in Items 4 and 6 is incorporated herein by reference.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with the Offering, pursuant to a letter dated June 10, 2016 from Shackelton to Jefferies LLC (Jefferies) (the Lock-Up
Agreement), Shackelton, among other things, agreed that, subject to certain exceptions, until September 14, 2016, he will not (and will cause any immediate Family Member (as such term is defined in the Lock-Up Agreement) not to), without
the prior written consent of Jefferies:
| Sell or Offer to Sell (as such terms are defined in the Lock-Up Agreement) any Common Shares or Related Securities (as such term is defined in the Lock-Up Agreement) currently or hereafter owned either of record or beneficially: |
| enter into any Swap (as such term is defined in the Lock-Up Agreement); |
| make any demand for, or exercise any right with respect to, the registration under the Securities Act of 1933, as amended, of the offer and sale of any Common Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration; or |
| publicly announce any intention to do any of the foregoing. |
The foregoing description of the Lockup Agreement
is qualified in its entirety by reference to the Lock-Up Agreement, which is filed hereto as Exhibit 7 and incorporated herein by reference.
CCM is an
investment adviser whose clients, including CCP, CCP2 and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares, Preferred Shares and Warrants. CC is
the general partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM.
The information in Item 4 is incorporated herein by
reference.
Item 7. Exhibits
Item 7 is
hereby supplemented as follows:
| Exhibit No. | Description | |
| 7 | Lock-Up Agreement between Christopher Shackelton and Jefferies LLC, as representative of the several underwriters, dated June 10, 2016. | |
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Page 10 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
SIGNATURES
After reasonable inquiry and
to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 22, 2016
| COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL, LLC | |||||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
| COLISEUM CAPITAL PARTNERS, L.P. | COLISEUM CAPITAL PARTNERS II, L.P. | |||||||
| By: | Coliseum Capital, LLC, General Partner | By: | Coliseum Capital, LLC, General Partner | |||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
| CHRISTOPHER SHACKELTON | ADAM GRAY | |||||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
