HOUSTON, Dec. 12, 2023 /PRNewswire/ — J.B. Poindexter & Co., Inc. (“J.B. Poindexter“) announced today that 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“) expired at 5:00 p.m., New York City time, on December 12, 2023 (the “Expiration Time“). As of the Expiration Time, $528,656,000 or 96.12% of the $550 million aggregate principal amount outstanding of the 2026 Notes had been validly tendered and not validly withdrawn (not including any amount of the 2026 Notes submitted pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated as of December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“)). Payment for the 2026 Notes validly tendered and accepted for purchase will be made on December 18, 2023 (the “Settlement Date“).
Certain information regarding the 2026 Notes is set forth in the table below.
|
Title of Security |
CUSIP Numbers / ISINs |
Principal Amount Outstanding |
Principal Amount Accepted for Purchase(1) |
Percentage of Principal Amount Outstanding(1) |
|
7.125% Senior Notes due 2026 |
144A: 730481AJ7 / US730481AJ74 Reg S: U7264XAA8 / USU7264XAA82 |
$550,000,000 |
$528,656,000 |
96.12 % |
(1) Not including any amount of 2026 Notes submitted pursuant to the guaranteed delivery procedures described in the Offer Documents.
Holders of the 2026 Notes (“Holders“) who validly tendered, and did 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, will be eligible to receive in cash the consideration (the “Tender Offer Consideration“) of $1,005.50 for each $1,000 principal amount of the 2026 Notes validly tendered, and not validly withdrawn, and accepted for purchase, plus accrued and unpaid interest on the 2026 Notes validly tendered and accepted for purchase from October 15, 2023, the last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 Settlement Date.
J.P. Morgan Securities LLC is acting as the dealer manager in connection with the Tender Offer, and D.F. King & Co., Inc. is serving as the tender agent and information agent for the Tender Offer.
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 2026 Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful.
About J.B. Poindexter
J.B. Poindexter 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 has grown to be a leading manufacturing-focused business. J.B. Poindexter 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 the Tender Offer; the completion of the purchase 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 and the purchase 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 dnuzzo@jbpco.com
SOURCE J.B. Poindexter & Co., Inc.
