HOUSTON, Dec. 12, 2023 /PRNewswire/ — J.B. Poindexter & Co., Inc. (“J.B. Poindexter”) today announced the pricing terms of the previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 7.125% Senior Notes due 2026 (the “2026 Notes”). The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated as of December 4, 2023 (the “Offer to Purchase”) and the related notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”). Holders of the 2026 Notes (“Holders”) are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.
The consideration (the “Tender Offer Consideration”) for each $1,000 principal amount of the 2026 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the 2026 Notes specified below plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified below as of 2:00 p.m., New York City time, today, the date on which the Tender Offer is currently scheduled to expire.
|
Title of Security |
CUSIP Numbers / ISINs |
Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Reference Yield |
Fixed Spread |
Tender Offer Consideration |
|
7.125% Senior Notes due 2026 |
144A: 730481AJ7 / US730481AJ74 Reg S: U7264XAA8 / USU7264XAA82 |
$550,000,000 |
0.375% U.S. Treasury due April 15, 2024 |
FIT3 |
5.337% |
0 bps |
$1,005.50 |
In addition to the Tender Offer Consideration, Holders will also receive accrued and unpaid interest on the 2026 Notes validly tendered and accepted for purchase from October 15, 2023, the last interest payment date, up to, but not including, the date on which J.B. Poindexter makes payment for such 2026 Notes, which date is currently expected to be December 18, 2023 (such date, as it may be extended, the “Settlement Date”).
The Tender Offer will expire at 5:00 p.m., New York City time, on December 12, 2023, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Holders must validly tender, and not validly withdraw, their 2026 Notes at or prior to the Expiration Time, or pursuant to the guaranteed delivery procedures described in the Offer Documents, to be eligible to receive in cash the Tender Offer Consideration and accrued and unpaid interest as described above.
Holders who validly tender their 2026 Notes may validly withdraw their tendered 2026 Notes at any time prior to the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer. 2026 Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated by that date.
The Tender Offer is subject to the satisfaction of or waiver of the financing condition and the other conditions described in the Offer to Purchase. To the extent that less than all of the outstanding 2026 Notes are tendered and accepted for purchase in the Tender Offer, we intend to satisfy and discharge the indenture governing the 2026 Notes, in accordance with the provisions thereof, and to redeem at par on April 15, 2024 the 2026 Notes that remain outstanding following the consummation of the Tender Offer. Following such satisfaction and discharge, we will no longer be subject to the covenants in the indenture governing the 2026 Notes. Statements of intent in this press release shall not constitute a notice of redemption under the indenture governing the 2026 Notes. Any such notice, if made, will only be made in accordance with the provisions of the indenture. J.B. Poindexter may amend, extend or, subject to certain conditions and applicable law, terminate the Tender Offer at any time in its sole discretion. However, the Tender Offer is not conditioned on any minimum amount of 2026 Notes being tendered.
J.B. Poindexter has appointed J.P. Morgan Securities LLC to act as dealer manager for the Tender Offer and has retained D.F. King & Co., Inc. to serve as the tender agent and information agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 (collect) or +1 (800) 967-7635 (toll-free). Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at + 1 (212) 834-4087 (collect) or + 1 (866) 834-4666 (toll-free).
The Tender Offer is being made solely pursuant to the Offer Documents, which set forth the complete terms of the Tender Offer. Copies of the Offer Documents are available at the following web address: www.dfking.com/JBPCO.
None of J.B. Poindexter, its board of directors, the trustee, the dealer manager or the tender agent and information agent make any recommendations as to whether holders should tender their 2026 Notes pursuant to the Tender Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their 2026 Notes, and, if so, the principal amount of 2026 Notes to tender.
This press release shall not constitute an offer to purchase or a solicitation of an offer to sell any of the 2026 Notes, or any other securities, nor shall there be any offer, solicitation or purchase of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful.
About J.B. Poindexter
J.B. Poindexter & Co., Inc. is a privately-held company that designs, manufactures and markets commercial truck bodies, step vans and delivery vehicles, service/utility truck and van bodies, commercial vehicle storage and shelving systems, pick-up truck caps and tonneau covers, funeral coaches and limousines, specialty industrial parts and expandable foam packaging products. Since its formation in the mid-1980s, J.B. Poindexter & Co., Inc. has grown to be a leading manufacturing-focused business. J.B. Poindexter & Co., Inc. operates under a semi-decentralized business model, with eight independent business units.
Forward-Looking Statements
The information presented in this press release includes forward-looking statements and are based on future expectations, plans and prospects for our business and operations that involve a number of risks and uncertainties. These statements often utilize words such as “believes,” “estimates,” “anticipates,” “expects,” “expected,” “plans,” “intends,” “may,” “will” or “should” and similar expressions. These forward-looking statements include statements related to J.B. Poindexter’s intentions regarding the timing and completion of the Tender Offer; the completion of the purchase and the redemption of the 2026 Notes; and other matters. These statements involve risks and uncertainties, and actual results may differ. These risks and uncertainties include, but are not limited to, our ability to consummate the Tender Offer, the purchase of the 2026 Notes or the redemption of the 2026 Notes; and other risks set forth in the Offer Documents. J.B. Poindexter assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
J.B. Poindexter is not subject to the reporting requirements of the Securities Exchange Act of 1934. However, J.B. Poindexter has furnished certain financial and other reports to Holders. Such reports for the fiscal year ended December 31, 2022 and the quarter ended September 30, 2023 contain further information concerning the risks and uncertainties associated with our business. Holders may obtain a copy of these reports from the information agent.
Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. The forward-looking statements in this press release are made as of the date hereof, and J.B. Poindexter does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.
Investors/Media Contact:David Nuzzo
Chief Financial Officer
281-657-3702 [email protected]
SOURCE J.B. Poindexter & Co., Inc.
