Universal Technical Institute Inc (UTI): Coliseum Capital Purchases Preferred Shares; Shackelton Appointed to Board

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A newly amended 13D filing with the US SEC revealed that Christopher Shackelton and Adam Gray‘s Coliseum Capital had signed a Securities Purchase Agreement with Universal Technical Institute Inc (NYSE:UTI), upon which the company agreed to sell to the fund 700,000 shares of Series A Preferred Stock at a total purchase price of $70 million. Series A Preferred Stock can be converted into Common Shares, but only under certain conditions, such as stockholder approval (NYSE standards) and approval of the applicable educational regulatory agencies, without these conditions conversion is also possible if it would lead to the fund’s aggregate holding of no more than 4.99% of the outstanding stock. Universal Technical Institute (NYSE:UTI) also agreed to appoint Christopher Shackelton to its board of directors. After entering Securities Purchase Agreement, the company and the fund entered into Registration Rights Agreement, as well, in order to grant the fund certain piggyback registration rights covering the purchased shares. The new filing also showed that Coliseum Capital owns 4.86 million shares of Universal Technical Institute (NYSE:UTI), which account for 19% of the outstanding common stock, and include common shares “that are held directly by Christopher Shackelton, his spouse and trusts for the benefit of his descendants”. This represents an addition to the stake, as the fund previously held 3.6 million common shares as reported in its latest 13F filing (for the end of March).

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Universal Technical Institute, as the name denotes, is engaged in providing technical education, more precisely providing post-secondary education for the people who want to become technicians in these areas – motorcycle, diesel,  marine, collision repair and automotive. Over the past 12 months, the company’s stock has lost 75.64%. In its latest financial report for the second quarter of fiscal 2016, Universal Technical Institute reported a loss per share of $0.17 in line with estimates, and revenue of $88.19 million, slightly above the estimates of $84.5.

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According to our database, nine investors were long the Universal Technical Institute (NYSE:UTI) at the end of March, compared to 11 funds in the previous quarter. Among them the biggest position was held by Alexander Medina Seaver’s Stadium Capital Management, worth around $15.5 million, and the second largest position was disclosed by Coliseum Capital. Some other investors with similar bullishness include Jim Simons’s Renaissance Technologies, Wilmot B. Harkey and Daniel Mack’s Nantahala Capital Management, and D. E. Shaw’s D E Shaw.

Among investors who were no longer optimistic about investing in Universal Technical Institute, Inc. (NYSE:UTI) and who decided to drop their positions are Israel Englander’s Millennium Management, which dumped estimated $0.2 million in stock, and Gavin Saitowitz and Cisco J. del Valle’s Springbok Capital, which sold off about $0.1 million worth of shares.

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 4,816,515 0 4,816,515 4,816,515 18.8%
Coliseum Capital 0 3,957,022 0 3,957,022 3,957,022 15.5%
Coliseum Capital Partners 0 3,382,613 0 3,382,613 3,382,613 13.2%
Coliseum Capital Partners II 0 1,789,200 0 1,789,200 1,789,200 7.0%
Coliseum Holdings I 0 1,214,791 0 1,214,791 1,214,791 4.8%
Coliseum Capital Co-Invest 0 1,214,791 0 1,214,791 1,214,791 4.8%
Adam Gray 0 4,816,515 0 4,816,515 4,816,515 18.8%
Christopher Shackelton 41,475 4,816,515 41,475 4,816,515 4,857,990 19.0%

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Page 1 of 15 – SEC Filing


Washington, D.C. 20549




Under the Securities Exchange Act of 1934

(Amendment No. 1)*




(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)


(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 24, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.  ¨

* The remainder of this cover page shall be filled out for a reporting persons 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, as amended, (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act (however, see the Notes).

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