Hennessy Capital Acquisition Corp. Announces Closing of its Business Combination with Blue Bird
February 24 2015 - 3:19PM
Business Wire
Blue Bird becomes a Publicly Traded Company
to trade under Ticker Symbol BLBD Commencing February 25,
2015
Hennessy Capital Acquisition Corp. (NASDAQ: HCAC, HCACU, HCACW)
(“HCAC”) (“Hennessy”) today announced the completion of its
previously announced acquisition of School Bus Holdings, Inc.,
which, through its subsidiaries, conducts its business under the
“Blue Bird” name, from The Traxis Group B.V., which is majority
owned by funds affiliated with Cerberus Capital Management, L.P.
Cerberus affiliates will continue to own approximately 58% of the
outstanding common shares (including shares issuable upon
consummation of the pending public warrant exchange offer and
sponsor warrant exchange and excluding shares issuable upon
conversion of the Company’s Series A Preferred Stock and shares
issuable upon exercise of unsurrendered warrants). The business
combination was approved at Hennessy’s special meeting of
stockholders that concluded on February 23, 2015. Blue Bird is the
leading independent designer and manufacturer of school buses, with
more than 550,000 buses sold since its formation in 1927. As part
of the transaction, Hennessy changed its name to Blue Bird
Corporation (NASDAQ: BLBD, BLBDW).
The Company expects that effective Wednesday, February 25, 2015,
the Company will be publicly traded on NASDAQ under common stock
ticker symbol “BLBD,” and the ticker symbol for the Company’s
warrants will be “BLBDW.”
“We are thrilled to have completed our business combination with
Blue Bird,” said Daniel J. Hennessy, the former Chairman and Chief
Executive Officer of Hennessy, who will assume the role of Vice
Chairman of the combined company. “Blue Bird is an iconic brand
that has demonstrated significant growth momentum. We are excited
by the prospects for continued growth as management executes on
their strategy.”
The Company will have a new Board of Directors that will bring
in six members of Blue Bird’s existing board. Chan Galbato, CEO of
Cerberus Operations and Advisory Company, LLC, who has served as
non-executive Chairman of the Blue Bird Board of Directors since
2009, will continue in that capacity with the combined company.
Phil Horlock, President and Chief Executive Officer of Blue
Bird, will continue to serve in those roles and will hold a seat on
the new board. The remainder of the Blue Bird management team will
also remain in place and are committed to continuing to deliver
outstanding customer service, support and value. The Company will
remain located in Fort Valley, Georgia.
“Today is an exciting day for Blue Bird and marks a new chapter
in our history,” commented Phil Horlock. “We have a strong
reputation for product quality as our focus has always been to
build the world’s finest school bus. Our passion for safety,
quality, durability and serviceability runs through our entire
workforce and can be seen in the industry-leading buses we produce
every day. We will continue to pursue new opportunities that drive
customer satisfaction, growth and profitability.”
Chan Galbato stated, “Blue Bird is led by an experienced and
committed management team that is focused on delivering results and
maintaining great relationships with customers, dealers, employees
and shareholders. We look forward to working together to drive
continued growth in shareholder value.”
Hennessy was advised by Sidley Austin LLP and Ellenoff Grossman
& Schole LLP as legal counsel with BMO Capital Markets Corp.,
Stifel, Nicolaus & Company Incorporated and XMS Capital
Partners, LLC as financial advisors. Blue Bird was advised by
Schulte Roth & Zabel LLP and Lowenstein Sandler LLP as legal
counsel with Evercore as financial advisor.
About Blue Bird
Blue Bird is the leading independent designer and manufacturer
of school buses, with more than 550,000 buses sold since its
formation in 1927 and approximately 180,000 buses in operation
today. Blue Bird’s longevity and reputation in the school bus
industry have made it an iconic American brand. Blue Bird
distinguishes itself from its principal competitors by its singular
focus on the design, engineering, manufacture and sale of school
buses and related parts. As the only manufacturer of chassis and
body production specifically designed for school bus applications,
Blue Bird is recognized as an industry leader for school bus
innovation, safety, product quality/reliability/durability,
operating costs and drivability. In addition, Blue Bird is the
market leader in alternative fuel applications with its
propane-powered and compressed natural gas-powered school buses.
Blue Bird manufactures school buses at two facilities in Fort
Valley, Georgia. Its Micro Bird joint venture operates a
manufacturing facility in Drummondville, Quebec, Canada. Service
and after-market parts are distributed from Blue Bird’s parts
distribution center located in Delaware, Ohio.
Forward Looking Statements & Risk Factors
This press release may include forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to expectations for future financial performance,
business strategies or expectations for our business. Specifically,
forward-looking statements may include statements relating to:
- Inherent limitations of internal
controls impacting financial statements
- Growth opportunities
- Future profitability
- Ability to expand market share
- Customer demand for certain
products
- Economic conditions that could affect
fuel costs, commodity costs, industry size and financial conditions
of our dealers and suppliers
- Labor or other constraints on the
Company’s ability to maintain a competitive cost structure
- Volatility in the tax base and other
funding sources that support the purchase of buses by our end
customers
- Lower or higher than anticipated market
acceptance for our products
- Ability to be successful in the
Company’s appeal of the delisting determination by the staff of the
Listing Qualifications Department of the NASDAQ Stock Market and to
meet NASDAQ’s listing standards, including having the requisite
number of stockholders
- Other statements preceded by, followed
by or that include the words “estimate,” “plan,” “project,”
“forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,”
“target” or similar expressions
These forward-looking statements are based on information
available as of the date of this press release, and current
expectations, forecasts and assumptions, and involve a number of
judgments, risks and uncertainties. Accordingly, forward-looking
statements should not be relied upon as representing our views as
of any subsequent date, and we do not undertake any obligation to
update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws. The factors described
above, as well as risk factors described in reports filed with the
SEC by Hennessy Capital or the continuing company (available at
www.sec.gov), could cause our actual results to differ materially
from estimates or expectations reflected in such forward-looking
statements.
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Blue Bird CorporationJeff Merten, (478) 822-2496Director,
Investor Relations & New Business
DevelopmentJeff.Merten@blue-bird.com
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