Champion Enterprises Holdings, LLC entered into a share contribution and exchange agreement to acquire Skyline Corporation (AMEX:SKY) from a group of shareholders in a reverse merger transaction on January 5, 2018. Under the terms, Champion Holdings will contribute to Skyline all of the issued and outstanding shares of common stock of each of Champion Home Builders, Inc. and CHB International B.V. and Skyline will issue to Champion Holdings 47.8 million shares such that at the closing, Champion Holdings will hold 84.5% and Skyline’s shareholders will hold 15.5%, of the common stock of the combined company on a fully-diluted basis. Pursuant to the agreement, the number of shares issued by Skyline Corporation will be calculated to be equal to an exchange ratio of 5.4516129 multiplied by the total number of shares of Skyline common stock outstanding on a fully diluted basis. CHB, Royal Bank of Canada and affiliate of Jefferies has entered into a commitment letter in respect of a revolving credit facility which is contemplated to be completed at the closing of the Exchange. The addition of a new senior secured revolving credit facility with an aggregate commitment amount of at least $35 million provided by the Initial Revolving Lenders and up to a further $15 million provided by additional lenders. The Credit Facilities will include a sub-limit for letters of credit approximately $22.6 million of existing cash collateralized letters of credit outstanding. In connection with the closing, Skyline will change its name to “Skyline Champion Corporation” and will trade on the NYSE American under the ticker symbol “SKY”. Under specified circumstances, and upon Skyline entering into or closing another acquisition transaction within 12 months after termination of the exchange agreement, Skyline may be required to pay Champion Holdings a termination fee of $10 million. Any termination fee triggered under the agreement will accrue upon Skyline entering into or closing another acquisition transaction within 12 months after termination, but the fee is not payable by Skyline to Champion Holdings until two business days after the date that the other acquisition closes or is terminated unless the Board of Directors of Skyline adversely changes its favorable recommendation of the exchange to its shareholders and Champion Holdings terminates the agreement as a result of such change in recommendation, in which case, a termination fee of $3 million in cash is immediately due and payable by Skyline to Champion Holdings upon such termination, and if Skyline subsequently enters into or closes another acquisition transaction within 12 months after termination, an additional $7 million cash termination fee would accrue and would become payable two business days after the date that the other acquisition closes or is terminated. In connection with the exchange, all of the Directors of Skyline, other than the two designees selected by the current Skyline Board to serve on the Board of Directors of the combined company after the closing, will resign following the completion of the exchange. Resigning Directors include Messrs. Arthur J. Decio, Thomas L. Eisele, Matthew W. Long, John W. Rosenthal Sr. and Samuel S. Thompson. Following the completion of the exchange, the Directors of Skyline will consist of the two designees selected by the Skyline board prior to the completion of the Exchange, who are John C. Firth and Richard W. Florea, and nine designees selected by Champion Holdings, who are Keith Anderson, Timothy Bernlohr, Michael Bevacqua, Michael Kaufman, Daniel R. Osnoss, Gary E. Robinette, Ian Samuels, David Smith, and Michael Treisman. Upon closing, Champion Chief Executive Officer, Keith Anderson, will serve as Chief Executive Officer of Skyline Champion Corporation; Laurie Hough, Champion Chief Financial Officer, will serve as Chief Financial Officer. Skyline anticipates nominating John C. Firth, current Chairman of the Board of Skyline, and Richard W. 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, will serve as a senior advisor to the combined company’s Board of Directors. Skyline, upon closing, will change the principal office to Elkhart, Indiana. The deal is subject to approval by Skyline’s shareholders, resignation of Board of Directors of Skyline, execution of ancillary agreements including registration rights agreement, investor rights agreement, transition services agreement, receipt of all required regulatory approvals including approval under the HSR act and the expiration of the applicable waiting period, the NYSE American listing application for the company’s shares to be issued and certain other customary conditions. The transaction has been unanimously approved by the Board of Directors of Skyline, acting upon the unanimous recommendation of the special committee comprised of independent Directors of Skyline’s Board and unanimously approved by the Board of Managers of Champion Holdings. The applicable waiting period under the HSR Act expired on March 26, 2018. The deal is expected to be completed the first half of 2018. David A. Fine and Zachary Blume of Ropes & Gray LLP acted as legal advisors while RBC Capital Markets, LLC acted as financial advisor for Champion Enterprises. David P. Hooper of Barnes & Thornburg LLP acted as legal advisor while Jefferies LLC acted as financial advisor for Skyline and will be paid fee of $4 million. Ice Miller LLP acted as legal advisor to Skyline’s special committee of the Board. Georgeson Inc. acted as proxy solicitor for Skyline and will be paid fee of $12,500. Crowe Horwath LLP acted as accountant for Skyline. PricewaterhouseCoopers acted as accountant for Champion Holdings. Taft Stettinius & Hollister LLP acted as legal advisor for Champion Holdings. Computershare Trust Company, N.A. acted as transfer agent for Skyline Corporation. D. Michael Murray of Jones Day acted as legal advisor to Jefferies LLC.