FORT VALLEY, Ga. — Blue Bird Corp. (NASDAQ: BLBD) today announced the preliminary results of its tender offer, which expired at 5:00 p.m., New York City [EDT] time, on Oct. 15, 2018.
Based on the preliminary count by Continental Stock Transfer & Trust Company, the depositary for the tender offer, a total of (i) 22,234,759 shares of its common stock, $0.0001 par value per share (the “Common Stock”), were tendered at a price of $28.00 per share (the “Common Stock Offer Price”), including 1,120,415 shares of common stock that were tendered by notice of guaranteed delivery, and (ii) 93,000 shares of Blue Bird’s 7.625 percent Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share (the “Preferred Stock” and together with the Common Stock, the “Shares”), were tendered at a price of $241.69 per share (the “Preferred Stock Offer Price”).
The tender offer was oversubscribed by a factor of approximately 12:1 and pursuant to the terms of the tender offer, shares will be accepted on a pro-rata basis. Blue Bird has been informed by the depositary that the preliminary proration factor for the tender offer (which represents the percentage of shares properly tendered that will be purchased by Blue Bird) is approximately 8.01 percent for shares of Common Stock and 0.39% for shares of preferred stock.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Blue Bird expects to acquire (i) 1,782,568 shares of its Common Stock at the Common Stock Offer Price, and (ii) 364 shares of its preferred stock at the Preferred Stock Offer Price, for an aggregate cost of approximately $50 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 6.54 percent of the shares of common stock outstanding and 0.39% of the shares of Preferred Stock outstanding.
The number of shares to be purchased is preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares of common stock tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period.
The final proration factor with respect to the shares of common stock to be purchased will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.
D.F. King & Co., Inc. served as an information agent for the tender offer. Stockholders with questions may call D.F. King & Co., Inc. at 877-896-3192 or email BLBD@dfking.com.
About Blue Bird Corp.
Blue Bird Corp. (NASDAQ: BLBD) 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, electric 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. www.blue-bird.comBlu
