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TABLE OF CONTENTS

Exhibit (a)(1)(i)

Offer to Purchase
by

Blue Bird Corporation

Up to $50 Million in Aggregate Value of Shares of its Common Stock
at a Cash Purchase Price of $28.00 per Share and
Shares of its Series A Convertible Preferred Stock
at a Cash Purchase Price of $241.69 per Share

        Blue Bird Corporation, a Delaware corporation (the "Company," "Blue Bird," "we," "us" or "our"), invites our stockholders to tender up to $50 million in aggregate value of shares of (i) our common stock, $0.0001 par value per share (the "Common Stock"), for purchase by us at a price of $28.00 per Share (the "Common Stock Offer Price"), and (ii) our 7.625% Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share (the "Preferred Stock" and together with the Common Stock, the "Shares"), for purchase by us at a price of $241.69 per Share, which is equal to the Common Stock Offer Price multiplied by 8.6318, which is the conversion rate to acquire shares of Common Stock set forth in the Company's Certificate of Designations, Preferences, Rights and Limitations of the Preferred Stock, rounded to the nearest one-ten-thousandth (such price, the "Preferred Stock Offer Price"), in each case, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the "Offer").

        Upon the terms and subject to the conditions of the Offer, we will purchase those shares of (i) Common Stock that are properly tendered and not properly withdrawn at the Common Stock Offer Price and (ii) Preferred Stock that are properly tendered and not properly withdrawn at the Preferred Stock Offer Price, each such price payable to the seller in cash, less any applicable withholding taxes and without interest (as applicable, the "Purchase Price"). Upon the terms and subject to the conditions of the Offer, if, Shares having an aggregate value of less than $50 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn. However, we may not purchase all of the Shares tendered under certain circumstances, including if Shares having an aggregate value in excess of $50 million are properly tendered and not properly withdrawn, and as a result of "Odd Lot" priority as described in this Offer. If Shares having an aggregate value in excess of $50 million are properly tendered and not properly withdrawn, we will purchase a prorated amount of the Shares as described in this Offer. Shares not purchased in the Offer will be returned to the tendering stockholders promptly after the Expiration Date. We reserve the right, in our sole discretion, to change the Purchase Price and to increase or decrease the value of Shares sought in the Offer, subject to applicable law. In accordance with the rules of the Securities and Exchange Commission (the "SEC"), we may increase the number of Shares (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) accepted for payment in the Offer by no more than 2% of the outstanding shares of Common Stock (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) without extending the Offer. See Section 1.

        At a Purchase Price of $28.00 per share of Common Stock, we could purchase 1,785,714 shares of Common Stock if the Offer is fully subscribed (including shares of Common Stock acquired upon

conversion of Preferred Stock tendered in the Offer), which would represent approximately 6.6% of the issued and outstanding shares of Common Stock as of September 12, 2018.

         THE OFFER IS CONDITIONED ON THE RECEIPT OF FINANCING AND ON CERTAIN OTHER CONDITIONS. SEE SECTION 6.

        The shares of Common Stock are listed and traded on the Nasdaq Global Market ("NASDAQ") under the trading symbol "BLBD." On September 13, 2018, the last full trading day prior to the commencement of the Offer, the last reported sale price of the shares of Common Stock was $23.25 per Share. Holders of Common Stock are urged to obtain current market quotations for the shares of Common Stock before deciding whether to tender their shares of Common Stock. See Section 7. The shares of Preferred Stock are not listed or traded on an exchange.

         OUR BOARD OF DIRECTORS HAS AUTHORIZED US TO MAKE THE OFFER. HOWEVER, NONE OF THE COMPANY, THE MEMBERS OF OUR BOARD OF DIRECTORS, D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE OFFER (THE "INFORMATION AGENT"), OR CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE DEPOSITARY FOR THE OFFER (THE "DEPOSITARY"), MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. NEITHER WE NOR ANY MEMBER OF OUR BOARD OF DIRECTORS, THE INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. WE RECOMMEND THAT YOU CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS, AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER, BEFORE TAKING ANY ACTION WITH RESPECT TO THE OFFER. SEE SECTION 2.

         OUR DIRECTORS AND EXECUTIVE OFFICERS ARE ENTITLED TO PARTICIPATE IN THE OFFER ON THE SAME BASIS AS ALL OTHER STOCKHOLDERS. WE DO NOT KNOW WHETHER OR TO WHAT EXTENT OUR DIRECTORS OR EXECUTIVE OFFICERS WILL PARTICIPATE IN THE OFFER. ANY DIRECTORS OR OFFICERS THAT CHOOSE TO TENDER SHARES IN THE OFFER WILL BE TREATED BY THE COMPANY IN THE SAME MANNER AS ALL OTHER TENDERING STOCKHOLDERS. SEE SECTION 11.

         THE OFFER HAS NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR UPON THE ACCURACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE AND ANY RELATED DOCUMENTS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

        If you have questions or need assistance, you should contact the Information Agent at its address and telephone number set forth on the back cover of this Offer to Purchase. If you require additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or other related materials, you should contact the Information Agent.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22 ^nd  Floor
New York, New York 10005
Banks & Brokers Call: (212) 269-5550
All Others Call Toll-Free: (877) 896-3192
Email: BLBD@dfking.com

Offer to Purchase dated September 14, 2018

IMPORTANT

        If you want to tender all or part of your Shares, you must do one of the following before the Offer expires at 5:00 P.M., New York City time, on Monday, October 15, 2018 (unless the Offer is extended):

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if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender your Shares for you. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer;



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if you hold certificates of shares of Common Stock registered in your own name, complete and sign a Letter of Transmittal according to its Instructions, and deliver it, together with any required signature guarantees, the certificates for your shares of Common Stock and any other documents required by the Letter of Transmittal, to Continental Stock Transfer & Trust, the Depositary for the Offer;



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if you are an institution participating in The Depository Trust Company, which we call the "Book-Entry Transfer Facility" in this Offer to Purchase, tender your Shares according to the procedure for book-entry transfer described in Section 3;



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if you are a holder of the Company's (i) warrants to purchase its shares of Common Stock which were originally issued as part of units in Hennessy Capital Acquisition Corp.'s ("Hennessy Capital") initial public offering (the "Public Warrants") or (ii) warrants to purchase shares of Common Stock issued in connection with a private placement which occurred concurrently with Hennessy Capital's initial public offering (the "Placement Warrants", together with the Public Warrants, the "Warrants"), you may exercise your Warrants and tender any such shares of Common Stock issued upon exercise. You must exercise your Warrants sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender them in the Offer. An exercise of a Warrant cannot be revoked, however, if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason.



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if you are a holder of vested stock options, you may exercise your vested stock options and tender any of the shares of Common Stock issued upon exercise. You must exercise your vested stock options sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender them in the Offer. An exercise of a vested stock option cannot be revoked, however, if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. This Offer will not result in the acceleration of vesting of any unvested stock options and if you are a holder of unvested stock options you may not tender the shares of Common Stock underlying such unvested stock options in this Offer;



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if you are a holder of shares of Preferred Stock, you may either (i) complete and sign a Letter of Transmittal according to its Instructions, and deliver it, together with any required signature guarantees, with any other documents required by the Letter of Transmittal, to the Depositary for the Offer, or (ii) convert your Preferred Stock into shares of Common Stock and tender any of the shares of Common Stock received upon conversion. If you decide to convert your Preferred Stock, you must convert your Preferred Stock sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender them in the Offer. A conversion of Preferred Stock cannot be revoked, however, if shares of Common Stock received upon the conversion thereof and tendered in the Offer are not purchased in the Offer for any reason; or



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if you are a holder of restricted stock units ("RSUs") or restricted stock ("RSAs", together with RSUs, "Restricted Stock"), you may only tender shares of Common Stock that you have

acquired through vesting of Restricted Stock (or settlement of deferred Restricted Stock). This Offer will not result in the acceleration of vesting of any Restricted Stock.

        If you want to tender your Shares, but: (a) the certificates for your shares of Common Stock are not immediately available or cannot be delivered to the Depositary by the Expiration Date; (b) you cannot comply with the procedure for book-entry transfer by the Expiration Date; or (c) your other required documents cannot be delivered to the Depositary by the Expiration Date, you can still tender your Shares if you comply with the guaranteed delivery procedures described in Section 3.

        We are not making the Offer to, and will not accept any tendered Shares from, stockholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to stockholders in any such jurisdiction.

        You may contact the Information Agent or your broker, dealer, commercial bank, trust company or other nominee for assistance. The contact information for the Information Agent is set forth on the back cover of this Offer to Purchase.

         THE STATEMENTS MADE IN THIS OFFER TO PURCHASE ARE MADE AS OF THE DATE ON THE COVER PAGE AND THE STATEMENTS INCORPORATED BY REFERENCE ARE MADE AS OF THE DATE OF THE DOCUMENTS INCORPORATED BY REFERENCE. THE DELIVERY OF THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR INCORPORATED BY REFERENCE IS CORRECT AS OF A LATER DATE OR THAT THERE HAS NOT BEEN ANY CHANGE IN SUCH INFORMATION OR IN OUR AFFAIRS SINCE SUCH DATES.

TABLE OF CONTENTS

i

SUMMARY TERM SHEET

         We are providing this summary term sheet for your convenience. This summary highlights certain material information in this Offer to Purchase, but it does not describe all of the details of the Offer to the same extent described elsewhere in this Offer to Purchase. To understand the Offer fully and for a more complete description of the terms of the Offer, we urge you to read carefully this entire Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete description of the topics in this summary.

Who is offering to purchase my Shares?

        The issuer of the Shares, Blue Bird Corporation, a Delaware corporation, is offering to purchase the Shares. See Section 1.

What is the Company offering to purchase?

        We are offering to purchase up to $50 million in aggregate value of Shares. See Section 1.

What is the purpose of the Offer?

        As the Company strives to create shareholder value, we have determined to use up to $50 million of cash and borrowings to repurchase Shares in this Offer.

        We believe that the tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company if they so elect. The Offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their Shares without the potential disruption to the price of the shares of Common Stock.

        The Offer also provides our stockholders with an efficient way to sell their Shares without incurring brokerage fees or commissions associated with open market sales.

        If we complete the Offer, stockholders who do not participate in the Offer will automatically increase their relative percentage ownership interest in the Company and our future operations at no additional cost to them. See Section 2.

How many Shares will we purchase in the Offer?

        Upon the terms and subject to the conditions of the Offer, we will purchase up to $50 million in aggregate value of Shares in the Offer or a lower amount depending on the number of Shares properly tendered and not properly withdrawn pursuant to the Offer. If Shares having an aggregate value in excess of $50 million are properly tendered and not properly withdrawn, we will purchase a prorated amount of the Shares as described in this Offer. Shares not purchased in the Offer will be returned to the tendering stockholders promptly after the Expiration Date.

        As of September 12, 2018, we had 27,035,887 issued and outstanding shares of Common Stock and 93,000 issued and outstanding shares of Preferred Stock (convertible into 802,757 shares of Common Stock as of the date of this Offer). As of September 12, 2018, an aggregate of approximately 818,723 shares of Common Stock (including those shares of Common Stock subject to unvested Restricted Stock) remained available for future awards under the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the "Omnibus Equity Incentive Plan"), further described in Section 11, and approximately 685,953 shares of Common Stock were subject to currently outstanding Warrants.

        At a Purchase Price of $28.00 per share of Common Stock, we could purchase 1,785,714 shares of Common Stock if the Offer is fully subscribed (including shares of Common Stock acquired upon

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conversion of Preferred Stock tendered in the Offer), which would represent approximately 6.6% of the issued and outstanding shares of Common Stock as of September 12, 2018.

        We expressly reserve the right to purchase additional Shares in the Offer, subject to applicable law. See Section 1. The Offer is conditioned on the receipt of financing and on certain other conditions. See Section 6. In accordance with the rules of the Securities and Exchange Commission (the "SEC"), we may increase the number of Shares (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) accepted for payment in the Offer by no more than 2% of the outstanding shares of Common Stock (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) without extending the Offer. See Section 1.

What will be the purchase price for the Shares and what will be the form of payment?

        We are conducting the Offer by means of a fixed-price tender offer. The Company is offering to purchase up to an aggregate of $50 million in value of (i) Common Stock at a purchase price of $28.00 per share and (ii) Preferred Stock at a purchase price of $241.69 per share, based on the number of Shares tendered, or, if fewer Shares are properly tendered, all Shares that are properly tendered and not properly withdrawn.

        If we purchase your Shares in the Offer, we will pay you the Purchase Price applicable to such Shares in cash, less any applicable withholding taxes and without interest, promptly after the Expiration Date. Under no circumstances will we pay interest on the Purchase Price, even if there is a delay in making payment. See the Introduction, Section 1 and Section 3.

         Stockholders are urged to obtain current market quotations for the shares of Common Stock before deciding whether to tender their Shares. See Section 7.

How will we pay for the Shares?

        The maximum value of Shares purchased in the Offer will be $50 million. We expect that the maximum aggregate cost of this purchase, including all fees and expenses applicable to the Offer, will be approximately $50 million. We intend to pay for the Shares with a combination of existing cash resources and additional term loan borrowings (the "Incremental Term Loan") under the Credit Agreement, dated as of December 12, 2016 (as amended by that certain First Amendment, dated as of September 13, 2018, by and among the Company, the Borrower (as defined below), Bank of Montreal, as Administrative Agent and the Lenders (as defined below) party thereto (the "First Amendment"), the "Amended Credit Agreement"), by and among the Company, School Bus Holdings, Inc. and certain of its subsidiaries, including Blue Bird Body Company as the borrower (the "Borrower"), and Bank of Montreal, as Administrative Agent and an Issuing Bank, Fifth Third Bank, as Co-Syndication Agent and an Issuing Bank and Regions Bank, as Co-Syndication Agent, and certain other financial institutions from time to time party thereto (the "Lenders"). The First Amendment provides for an aggregate lender commitment of $50 million in respect of the Incremental Term Loan which commitment will remain outstanding through October 31, 2018. The Offer is subject to the consummation of the funding of the Incremental Term Loan contemplated by the First Amendment which provides for, among other things, the increase in size of (i) the Initial Term Facility (as defined in Section 8) by $50 million in the form of the Incremental Term Loan and (ii) the commitments in respect of the Initial Revolving Facility (as defined in Section 8) by $25 million. See Section 8.

How long do I have to tender my Shares?

        You may tender your Shares until the Offer expires on the Expiration Date. The Offer will expire 5:00 P.M., New York City time, on Monday, October 15, 2018, unless we extend the Offer. See Section 1. We may choose to extend the Offer at any time and for any reason. We cannot assure you, however, that we will extend the Offer or, if we extend it, for how long. See Section 1 and Section 14.

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If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it may have an earlier deadline for accepting the Offer. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee that holds your Shares to find out its deadline. See Section 3.

        Beneficial owners holding their Shares through a broker, dealer, commercial bank, trust company or other nominee should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

Can the Offer be extended, amended or terminated, and if so, under what circumstances?

        Yes. We can extend or amend the Offer in our sole discretion at any time, subject to applicable law. We may, however, decide not to extend the Expiration Date for the Offer. If we extend the Expiration Date for the Offer, we cannot indicate, at this time, the length of any extension that we may provide. In any event, if we extend the Expiration Date for the Offer, we will delay the acceptance of any Shares that have been tendered. See Section 14. We can also amend or terminate the Offer under certain circumstances and subject to applicable law. See Section 6.

How will I be notified if you extend the Offer or amend the terms of the Offer?

        If we extend the Offer, we will issue a press release not later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. If we extend the Offer, you may withdraw your Shares until the Expiration Date, as extended. We will announce any amendment to the Offer by making a public announcement of the amendment. In the event that the terms of the Offer are amended, we will file an amendment to our Offer on Schedule TO-I describing the amendment. See Section 14.

Are there any conditions to the Offer?

        Yes. Our obligation to accept for payment and pay for your tendered Shares depends upon a number of conditions that must be satisfied in our reasonable judgment or waived on or prior to the Expiration Date, including, among others:

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the consummation of the funding of the Incremental Term Loan contemplated by the First Amendment which provides for, among other things, the increase in size of (i) the Initial Term Facility (as defined in Section 8) by $50 million in the form of the Incremental Term Loan and (ii) the commitments in respect of the Initial Revolving Facility (as defined in Section 8) by $25 million;



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no legal action shall have been threatened, pending or taken that might, in our reasonable judgment, adversely affect the Offer;



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no general suspension of trading in, or general limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States shall have occurred;



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no decrease of more than 10% in the market price of the shares of Common Stock or in the general level of market prices for equity securities in the United States or the New York Stock Exchange Index, the Dow Jones Industrial Average, the NASDAQ Global Market Composite Index or Standard & Poor's Composite Index of 500 Industrial Companies measured from the close of trading on September 13, 2018, the last full trading day prior to the commencement of the Offer, shall have occurred;

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no commencement of a war, armed hostilities or other similar national or international calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States shall have occurred on or after September 14, 2018 nor shall any material escalation of any war or armed hostilities which had commenced prior to September 14, 2018 have occurred;



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no limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States;



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no changes in the general political, market, economic or financial conditions, domestically or internationally, that are reasonably likely to materially and adversely affect our business or the trading in the shares of Common Stock shall have occurred;



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no change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Offer;



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no person shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended or shall have proposed, announced or taken certain actions that could lead to the acquisition of us or a change of control transaction;



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no material adverse change in our business, condition (financial or otherwise), assets, income, operations or prospects shall have occurred during the Offer;



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any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer shall have been obtained on terms satisfactory to us in our reasonable discretion; and



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we shall not have determined that as a result of the consummation of the Offer and the purchase of Shares that there will be a reasonable likelihood that the shares of Common Stock either (1) will be held of record by fewer than 300 persons or (2) will be delisted from the NASDAQ or be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        For a more detailed discussion of these and other conditions to the Offer, please see Section 6.

How do I tender my Shares?

        If you want to tender all or part of your Shares, you must do one of the following by 5:00 P.M., New York City time, on Monday, October 15, 2018, or any later time and date to which the Offer may be extended:

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If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender your Shares for you. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer;



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If you hold certificates for shares of Common Stock registered in your own name, complete and sign a Letter of Transmittal according to its instructions, and deliver it, together with any required signature guarantees, the certificates for your shares of Common Stock and any other documents required by the Letter of Transmittal, to the Depositary at the address appearing on the back cover page of this Offer to Purchase;



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If you are an institution participating in the Book-Entry Transfer Facility, tender your Shares according to the procedure for book-entry transfer described in Section 3;

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If you are a holder of Warrants, you may exercise your Warrants and tender any of the shares of Common Stock issued upon exercise. You must exercise your Warrants sufficiently in advance of the Expiration Date to receive such shares in order to tender them in the Offer. An exercise of a Warrant cannot be revoked, however, if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason.



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If you are a holder of vested stock options, you may exercise your vested stock options and tender any of the shares of Common Stock issued upon exercise. You must exercise your vested stock options sufficiently in advance of the Expiration Date to receive such shares in order to tender them in the Offer. An exercise of a vested stock option cannot be revoked, however, if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. This Offer will not result in the acceleration of vesting of any unvested stock options and if you are a holder of unvested stock options you may not tender the shares of Common Stock underlying such unvested stock options in this Offer;



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If you are a holder of shares of Preferred Stock, you may either (i) complete and sign a Letter of Transmittal according to its Instructions, and deliver it, together with any required signature guarantees, with any other documents required by the Letter of Transmittal, to the Depositary for the Offer, or (ii) convert your shares of Preferred Stock into shares of Common Stock and tender any of the shares of Common Stock received upon conversion. If you decide to convert your shares of Preferred Stock, you must convert your shares of Preferred Stock sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender them in the Offer. A conversion of shares of Preferred Stock cannot be revoked, however, if shares of Common Stock received upon the conversion thereof and tendered in the Offer are not purchased in the Offer for any reason; or



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if you are a holder of Restricted Stock, you may only tender shares of Common Stock that you have acquired through vesting of Restricted Stock (or settlement of deferred Restricted Stock). This Offer will not result in the acceleration of vesting of any Restricted Stock.

        If you want to tender your Shares, but: (a) the certificates for your shares of Common Stock are not immediately available or cannot be delivered to the Depositary by the Expiration Date; (b) you cannot comply with the procedure for book-entry transfer by the Expiration Date; or (c) your other required documents cannot be delivered to the Depositary by the Expiration Date, you can still tender your Shares if you comply with the guaranteed delivery procedures described in Section 3.

        We are not making the Offer to, and will not accept any tendered Shares from, stockholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to stockholders in any such jurisdiction.

        You may contact the Information Agent or your broker, dealer, commercial bank, trust company or other nominee for assistance. The contact information for the Information Agent is set forth on the back cover of this Offer to Purchase. See Section 3 and the Instructions to the Letter of Transmittal.

Once I have tendered Shares in the Offer, may I withdraw my tendered Shares?

        Yes. You may withdraw any Shares you have tendered at any time prior to 5:00 P.M., New York City time, on Monday, October 15, 2018, or any later Expiration Date, if the Offer is extended. If after one minute after 11:59 P.M., New York City time, on November 9, 2018., we have not accepted for payment the Shares you have tendered to us, you may also withdraw your Shares at any time thereafter. See Section 4.

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How do I withdraw Shares I previously tendered?

        To properly withdraw Shares, you must deliver on a timely basis, prior to the expiration of the Offer as described in the previous paragraph, a written notice of your withdrawal to the Depositary at the address appearing on the back cover of this Offer to Purchase. Your notice of withdrawal must specify your name, the class and number of Shares to be withdrawn and the name of the registered holder of the Shares. Some additional requirements apply if the certificates for shares of Common Stock to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3.

In what order will you purchase the tendered Shares?

        We will purchase Shares on the following basis:

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first , we will purchase all Odd Lots (as defined in Section 1) of less than 100 shares of Common Stock at the Common Stock Offer Price from shareholders who properly tender all of their shares of Common Stock and who do not properly withdraw them before the Expiration Date (tenders of less than all of the shares of Common Stock owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference); and



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second , after purchasing all Odd Lots that were properly tendered and not properly withdrawn, we will purchase all Shares properly tendered and not properly withdrawn until an aggregate value of $50 million of Shares, and if Shares with value in excess of $50 million are properly tendered and not properly withdrawn, on a pro rata basis (accounting for shares of Preferred Stock on an as if converted into Common Stock basis) with appropriate adjustment to avoid purchases of fractional Shares.

        Therefore, we may not purchase all of the Shares that you tender. See Section 1.

If I own fewer than 100 shares of Common Stock and I tender all of my shares of Common Stock, will I be subject to proration?

        If you are a holder of Common Stock and you own, beneficially or of record, fewer than 100 shares of Common Stock in the aggregate, you properly tender all of these shares of Common Stock and do not properly withdraw them before the Expiration Date, and you complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares of Common Stock without subjecting them to the proration procedure. See Section 1.

Has the Company or its Board of Directors adopted a position on the Offer?

        Our Board of Directors has authorized us to make the Offer. However, none of the Company, the members of our Board of Directors, the Depositary or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your Shares. We cannot predict how Common Stock will trade after the Expiration Date, and it is possible that the price of the shares of Common Stock will trade above the Common Stock Offer Price after the Expiration Date. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender. We recommend that you read carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the Offer, before taking any action with respect to the Offer. See Section 2. You should discuss whether to tender your Shares with your broker or other financial or tax advisors.

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Do the Company's directors or executive officers intend to tender their shares in the Offer?

        Our directors and executive officers are entitled to participate in the Offer on the same basis as all other stockholders. We do not know whether or to what extent our directors or executive officers will participate in the Offer. Any director or officer that chooses to tender shares of Common Stock in the Offer will be treated by the Company in the same manner as all other tendering stockholders. See Section 11.

        Our directors and executive officers may, subject to applicable law and applicable policies of the Company, sell their shares of the Common Stock from time to time in open-market and/or other transactions at prices that may be more or less favorable than the Purchase Price to be paid to our stockholders pursuant to the Offer. If no such transactions by our directors or executive officers occur, the beneficial ownership of our directors and executive officers will increase as a percentage of our outstanding shares of Common Stock following the consummation of the Offer. See Section 11.

If I decide not to tender, how will the Offer affect my Shares?

        Stockholders who decide not to tender will own a greater percentage interest in the outstanding shares of Common Stock following the consummation of the Offer. See Section 2.

Does the Company intend to repurchase any Shares other than pursuant to the Offer during or after the Offer?

        Rule 13e-4(f)(6) of the Exchange Act prohibits us and our affiliates from purchasing any Shares, other than pursuant to the Offer, until at least ten business days after the expiration of the Offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act. Beginning ten business days after the Expiration Date of the Offer, we may make stock repurchases from time to time on the open market and/or in private transactions. Whether we make additional repurchases will depend on many factors, including, without limitation, the number of Shares, if any, that we purchase in the Offer, our business and financial performance and situation, the business and market conditions at the time, including the price of the shares of Common Stock, and such other factors as we may consider relevant. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the selling stockholders in those transactions than the terms of the Offer.

Following the Offer, will you continue as a public company?

        Yes. We believe that the shares of Common Stock will continue to be authorized for quotation on the NASDAQ and that we will continue to be subject to the periodic reporting requirements of the Exchange Act. See Section 2.

When and how will you pay me for the Shares I tender?

        We will pay the applicable Purchase Price to the seller, in cash, less applicable withholding taxes and without interest, for the Shares we purchase promptly after the Expiration Date. We will announce the preliminary results of the Offer and preliminary information about any expected proration, on the business day following the Expiration Date. We do not expect, however, to announce the final results of any proration and begin paying for tendered Shares until after the Expiration Date. We will pay for the Shares accepted for purchase by depositing the aggregate purchase price with the Depositary, promptly after the Expiration Date. The Depositary will act as your agent and will transmit to you the payment for all of your Shares accepted for payment. See Section 1 and Section 5.

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If I am a holder of Warrants, how do I participate in the Offer?

        We are not offering, as part of the Offer, to purchase any outstanding Warrants, and tenders of Warrants will not be accepted. If you are a holder of Warrants, you may exercise your Warrants and tender any shares of Common Stock issued upon such exercise. You must exercise your Warrants sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender. An exercise of a Warrant cannot be revoked, however, if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason.

If I am a holder of vested stock options, how do I participate in the Offer?

        If you are a holder of vested stock options, you may exercise your vested stock options and tender any shares of Common Stock issued upon such exercise. You must exercise your vested stock options sufficiently in advance of the Expiration Date to receive such shares in order to tender. An exercise of a stock option cannot be revoked, however, if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. See Section 3. This Offer will not result in the acceleration of vesting of any unvested stock options and if you are a holder of unvested stock options you may not tender the shares of Common Stock underlying such unvested stock options in this Offer.

If I am a holder of Preferred Stock, how do I participate in the Offer?

        If you are a holder of shares of Preferred Stock, you may either (i) complete and sign a Letter of Transmittal according to its Instructions, and deliver it, together with any required signature guarantees and any other documents required by the Letter of Transmittal, to the Depositary for the Offer, or (ii) convert your shares of Preferred Stock into shares of Common Stock and tender any of the shares of Common Stock received upon conversion. If you decide to convert your shares of Preferred Stock, you must convert your shares of Preferred Stock sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender them in the Offer. A conversion of shares of Preferred Stock cannot be revoked, however, if shares of Common Stock received upon the conversion thereof and tendered in the Offer are not purchased in the Offer for any reason.

If I am a holder of Restricted Stock, how do I participate in the Offer?

        We are not offering to purchase as part of the offer unvested or deferred Restricted Stock and tenders of such equity awards will not be accepted. See Section 3. This Offer will not result in the acceleration of vesting of any Restricted Stock.

What is the recent market price of my shares of Common Stock?

        On September 13, 2018, the last full trading day before the commencement of the Offer, the last reported sale price of the shares of Common Stock on the NASDAQ was $23.25 per Share. You are urged to obtain current market quotations for the shares of Common Stock before deciding whether to tender your Shares. See Section 7. The shares of Preferred Stock are not listed or traded on an exchange.

Will I have to pay brokerage commissions if I tender my Shares?

        If you are a registered stockholder and you tender your Shares directly to the Depositary, you will not incur any brokerage commissions. If you hold Shares through a broker, dealer, commercial bank, trust company or other nominee, we urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any transaction costs are applicable. See the Introduction and Section 3.

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Will I have to pay stock transfer tax if I tender my Shares?

        If you instruct the Depositary in the Letter of Transmittal to make the payment for the Shares to the registered holder, you will not incur any stock transfer tax. If you give special instructions to the Depositary in connection with your tender of Shares, then stock transfer taxes may apply. See Section 5.

What are the United States federal income tax consequences if I tender my Shares?

        Generally, if you are a U.S. Holder (as defined in Section 13), your receipt of cash from us in exchange for the shares of Common Stock you tender will be a taxable transaction for United States federal income tax purposes. The cash you receive for your tendered shares of Common Stock will generally be treated for United States federal income tax purposes either as consideration received in respect of a sale or exchange of the Shares purchased by us or as a distribution from us in respect of Shares. See Section 13 for a more detailed discussion of the tax treatment of the Offer. We urge you to consult your own tax advisor as to the particular tax consequences to you of the Offer. If you are a non-U.S. Holder (as defined in Section 13), because it is unclear whether the cash you receive in connection with the Offer will be treated (i) as proceeds of a sale or exchange or (ii) as a distribution, the Depositary or other applicable withholding agent may treat such payment as a dividend distribution for withholding purposes. Accordingly, if you are a non-U.S. Holder, you may be subject to withholding on payments to you at a rate of 30% of the gross proceeds paid, unless you establish an entitlement to a reduced rate of withholding by timely completing, under penalties of perjury, the applicable Form W-8. See Section 13 for a more detailed discussion of the tax treatment of the Offer. Non-U.S. Holders are urged to consult their tax advisors regarding the application of United States federal income tax withholding and backup withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure. The United States federal income and other tax consequences to holders or beneficial owners of shares of Preferred Stock participating in the Offer with respect to such shares of Preferred Stock are not discussed herein, and such holders are strongly encouraged to consult their own tax advisors regarding such tax consequences.

Who should I contact with questions about the Offer?

        The Information Agent can help answer your questions. The Information Agent is D.F. King & Co., Inc. The Information Agent's contact information is set forth below.

D.F. King & Co., Inc.
48 Wall Street, 22 ^nd  Floor
New York, New York 10005
Banks & Brokers Call: (212) 269-5550
All Others Call Toll-Free: (877) 896-3192
Email: BLBD@dfking.com

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FORWARD-LOOKING STATEMENTS

        This Offer to Purchase, Letter of Transmittal and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections and our management's belief and assumptions about us, our future performance and our business. Except as otherwise indicated by the context, references in this Offer to Purchase, Letter of Transmittal and the related documents to "we," "us" and "our" are to the consolidated business of the Company. All statements in this Offer to Purchase, Letter of Transmittal and the related documents, including those made by the management of the Company, other than statements of historical fact, are forward-looking statements. These forward-looking statements are based on management's estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. Forward-looking statements may contain words such as "may," "will," "should," "could," "would," "expect," "plan," "estimate," "project," "forecast," "seek," "target," "anticipate," "believe," "estimate," "predict," "potential" and "continue," the negative of these terms, or other comparable terminology. Examples of forward-looking statements include statements regarding the Company's future financial results, research and development results, regulatory approvals, operating results, business strategies, projected costs, products, competitive positions, management's plans and objectives for future operations, and industry trends. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. The accuracy of our expectations and predictions is also subject to the following risks and uncertainties:

•

our ability to complete the Offer;



•

the price and time at which we may make any additional Share repurchases following completion of the Offer and the number of Shares acquired in such repurchases; and



•

changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes in conditions of United States or international lending, capital and financing markets.

        These forward-looking statements are based on information available as of the date of this Offer to Purchase (or, in the case of forward-looking statements incorporated herein by reference, as of the date of the applicable filed document), 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. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different than those expressed or implied by these forward-looking statements.

        Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in the reports we file with the SEC, specifically the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2017 Form 10-K, filed with the SEC on December 8, 2017 (the "2017 10-K") and the Company's Quarterly Report filed on Form 10-Q for the quarter ended June 30, 2018 (the "June 2018 10-Q"). Other risks and uncertainties are and will be disclosed in the Company's prior and future SEC filings. The following information should be read in conjunction with the financial statements included in the Company's 2017 10-K and the June 2018 10-Q.

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INTRODUCTION

To the holders of shares of our Common Stock and Preferred Stock:

        We invite our stockholders to tender up to $50 million in aggregate value of shares of (i) our Common Stock, for purchase by us at a price of $28.00 per Share (the "Common Stock Offer Price"), and (ii) our Preferred Stock for purchase by us at a price per share of $241.69, which is equal to the Common Stock Offer Price multiplied by 8.6318, which is the conversion rate to acquire shares of Common Stock set forth in the Company's Certificate of Designations, Preferences, Rights and Limitations of the Preferred Stock, rounded to the nearest one-ten-thousandth (such price, the "Preferred Stock Offer Price"), in each case, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal, which together, as they may be amended or supplemented from time to time, constitute the "Offer".

        Upon the terms and subject to the conditions of the Offer, we will purchase those shares of (i) Common Stock that are properly tendered and not properly withdrawn at the Common Stock Offer Price and (ii) Preferred Stock that are properly tendered and not properly withdrawn at the Preferred Stock Offer Price, such price payable to the seller in cash, less any applicable withholding taxes and without interest (as applicable, the "Purchase Price").

        We will only purchase Shares properly tendered and not properly withdrawn. We may not purchase all of the Shares tendered because of proration (due to Shares having an aggregate value greater than the value we seek being properly tendered) and "Odd Lot" priority as described in this Offer to Purchase. Upon the terms and subject to the conditions of the Offer, if, Shares having an aggregate value of less than $50 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn. Shares not purchased in the Offer, and Shares not purchased because of proration, will be returned to the tendering stockholders promptly after the Expiration Date. See Section 1.

        We expressly reserve the right, in our sole discretion, to change the Purchase Price and to increase or decrease the aggregate value of Shares sought in the Offer, subject to applicable law. We may increase the aggregate value of Shares sought in the Offer to an amount greater than $50 million, subject to applicable law. See Section 1.

        We are not offering, as part of the Offer, to purchase any outstanding Warrants, and tenders of Warrants will not be accepted. If you are a holder of Warrants, you may exercise your Warrants and tender any of the shares of Common Stock issued upon exercise. You must exercise your Warrants sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender. An exercise of a Warrant cannot be revoked, however, if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason.

        If you are a holder of vested stock options, you may exercise your vested stock options and tender any of the shares of Common Stock issued upon exercise. You must exercise your vested stock options sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender. An exercise of a vested stock option cannot be revoked, however, if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason.

        If you are a holder of shares of Preferred Stock, you may either (i) complete and sign a Letter of Transmittal according to its Instructions, and deliver it, together with any required signature guarantees and any other documents required by the Letter of Transmittal, to the Depositary for the Offer, or (ii) convert your shares of Preferred Stock into shares of Common Stock and tender any of the shares of Common Stock received upon conversion. If you decide to convert your shares of Preferred Stock, you must convert your shares of Preferred Stock sufficiently in advance of the Expiration Date to receive your shares of Common Stock in order to tender them in the Offer. A conversion of shares of

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Preferred Stock cannot be revoked, however, if shares of Common Stock received upon the conversion thereof and tendered in the Offer are not purchased in the Offer for any reason.

        We are not offering to purchase, as part of the Offer, unvested or deferred Restricted Stock and tenders of such equity awards will not be accepted. If you are a holder of Restricted Stock, you may only tender shares of Common Stock that you have acquired through vesting of Restricted Stock (or settlement of deferred Restricted Stock). This Offer will not result in the acceleration of vesting of any Restricted Stock.

         THE OFFER IS CONDITIONED ON THE RECEIPT OF FINANCING AND ON CERTAIN OTHER CONDITIONS. SEE SECTION 6.

         OUR BOARD OF DIRECTORS HAS AUTHORIZED US TO MAKE THE OFFER. HOWEVER, NONE OF THE COMPANY, THE MEMBERS OF OUR BOARD OF DIRECTORS, THE INFORMATION AGENT OR THE DEPOSITARY, MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. NEITHER WE NOR ANY MEMBER OF OUR BOARD OF DIRECTORS, THE INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN DOING SO, YOU SHOULD CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS, AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER.

        We will pay all reasonable out-of-pocket fees and expenses incurred in connection with the Offer by the Information Agent and the Depositary. See Section 15.

        As of September 12, 2018, we had 27,035,887 issued and outstanding shares of Common Stock and 93,000 issued and outstanding shares of Preferred Stock (convertible into 802,757 shares of Common Stock as of the date of this Offer). As of September 12, 2018, an aggregate of approximately 818,723 shares of Common Stock (including those shares of Common Stock subject to unvested Restricted Stock) remained available for future awards under the Omnibus Equity Incentive Plan, further described in Section 11, and approximately 685,953 Shares were subject to currently outstanding Warrants. On May 28, 2015, the stockholders approved the Omnibus Equity Incentive Plan. Under the Omnibus Equity Incentive Plan, the maximum number of shares of Common Stock initially available for awards was 3.7 million shares of Common Stock and an indeterminable number of additional shares of Common Stock issuable under the Omnibus Equity Incentive Plan, as such amount may be adjusted as a result of stock splits, stock dividends, recapitalizations, anti-dilution provisions and similar transactions.

        At a Purchase Price of $28.00 per Share, we could purchase 1,785,714 shares of Common Stock if the Offer is fully subscribed (including shares of Common Stock issued to holders of Preferred Stock which tendered in the Offer), which would represent approximately 6.6% of the issued and outstanding shares of Common Stock as of September 12, 2018. The shares of Common Stock are listed and traded on the NASDAQ under the symbol "BLBD." On September 13, 2018, the last full trading day prior to the commencement of the Offer, the last reported sale price of the shares of Common Stock was $23.25 per Share. Holders of Common Stock are urged to obtain current market quotations for the shares of Common Stock before deciding whether to tender their shares of Common Stock. See Section 7 and Section 11.

         Our principal executive offices are located at 3920 Arkwright Road, Suite 200, Macon, Georgia 31210, and our phone number is (478) 822-2801.

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THE OFFER

1.  Number of Shares; Proration.

        Upon the terms and subject to the conditions of the Offer, we will purchase up to $50 million in aggregate value of the Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date at the applicable Purchase Price. Upon the terms and subject to the conditions of the Offer, if Shares having an aggregate value of less than $50 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn.

        The term "Expiration Date" means 5:00 P.M., New York City time, on Monday, October 15, 2018, unless and until we, in our sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 14 for a description of our right to extend, delay, terminate or amend the Offer.

        We do not expect to announce the final results of any proration and begin paying for tendered Shares until after the Expiration Date. We will only purchase Shares properly tendered and not properly withdrawn. We may not purchase all of the Shares tendered if Shares representing more than $50 million (or such greater number of Shares as we may choose to purchase without extending the Offer) are properly tendered and not properly withdrawn, because of proration and the "Odd Lot" priority as described in this Offer. We will return all Shares tendered and not purchased pursuant to the Offer, and Shares not purchased because of proration, to the tendering stockholders at our expense, promptly following the Expiration Date.

        By following the Instructions to the Letter of Transmittal, stockholders can specify how many Shares they wish to tender into the Offer.

        We expressly reserve the right, in our sole discretion, to change the applicable Purchase Price and to increase or decrease the value of Shares sought in the Offer, subject to applicable law. We may increase the value of Shares sought in the Offer to an amount greater than $50 million, subject to applicable law. In accordance with the rules of the SEC, we may increase the number of Shares (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) accepted for payment in the Offer by no more than 2% of the outstanding shares of Common Stock (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) without extending the Offer. However, if we purchase an additional number of Shares (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) accepted for payment in the Offer in excess of 2% of the outstanding shares of Common Stock (including shares of Preferred Stock on an as if converted to shares of Common Stock basis), we will amend and extend the Offer to the extent required by applicable law. See Section 14.

        In the event of an over-subscription of the Offer as described below, Shares tendered prior to the Expiration Date will be subject to proration, except for Odd Lots as described below. The proration period and withdrawal rights also expire on the Expiration Date.

         THE OFFER IS CONDITIONED ON THE RECEIPT OF FINANCING AND ON CERTAIN OTHER CONDITIONS. SEE SECTION 6.

        Priority of Purchases.     On the terms and subject to the conditions of the Offer, if, Shares having an aggregate value in excess of $50 million (or such greater amount as we may elect to pay, subject to applicable law), have been properly tendered and not properly withdrawn before the Expiration Date, we will purchase properly tendered Shares on the basis set forth below:

•

first , we will purchase all Odd Lots of less than 100 shares of Common Stock at the Common Stock Offer Price from shareholders who properly tender all of their shares of Common Stock

13

and who do not properly withdraw them before the Expiration Date (tenders of less than all of the shares of Common Stock owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference); and

•

second , after purchasing all Odd Lots that were properly tendered and not properly withdrawn, we will purchase all Shares properly tendered and not properly withdrawn until an aggregate value of $50 million of Shares have been purchased, and if Shares with value in excess of $50 million are properly tendered and not properly withdrawn, we will purchase an aggregate value of $50 million of Shares on a pro rata basis (accounting for shares of Preferred Stock on an as if converted basis) with appropriate adjustment to avoid purchases of fractional Shares.

        As a result of the foregoing priorities applicable to the purchase of Shares tendered, it is possible that fewer than all Shares tendered by a stockholder will be purchased even though those Shares were validly tendered and not validly withdrawn.

        As we noted above, we may elect to purchase more than $50 million in aggregate value of Shares in the Offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater value.

        Odd Lots.     The term "Odd Lots" means all shares of Common Stock tendered by any holder of Common Stock (an "Odd Lot Holder") who owned beneficially or of record an aggregate of fewer than 100 shares of Common Stock and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. This preference is not available to partial tenders or beneficial or record holders of 100 or more shares of Common Stock, even if such holders have separate accounts or certificates representing fewer than 100 shares of Common Stock. Odd Lots will be accepted for payment at the same time as other tendered Shares.

        Proration.     If proration of tendered Shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each stockholder tendering Shares (excluding Odd Lot Holders) will be based on the ratio of the number of Shares (accounting for shares of Preferred Stock on an as if converted to shares of Common Stock basis) properly tendered and not properly withdrawn by such stockholder to the total number of Shares (accounting for shares of Preferred Stock on an as if converted to shares of Common Stock basis) properly tendered and not properly withdrawn by all stockholders (excluding Odd Lot Holders), subject to adjustment to avoid the purchase of fractional Shares. Because of the difficulty in determining the number of Shares properly tendered and not withdrawn and the guaranteed delivery procedure described in Section 3, we expect that we will not be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Offer until after the Expiration Date. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Date. After the Expiration Date, stockholders may obtain preliminary proration information from the Information Agent and also may be able to obtain such information from their brokers.

        As described in Section 13, the number of shares of Common Stock that we will purchase from a stockholder pursuant to the Offer may affect the United States federal income tax consequences to the stockholder of the purchase and, therefore, may be relevant to a stockholder's decision whether to tender shares of Common Stock. The United States federal income and other tax consequences to holders or beneficial owners of shares of Preferred Stock participating in the Offer with respect to such shares of Preferred Stock are not discussed herein, and such holders are strongly encouraged to consult their own tax advisors regarding such tax consequences. The Letter of Transmittal affords each stockholder who tenders Shares registered in such stockholder's name directly to the Depositary the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration.

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        This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of the Shares and will be furnished to brokers, dealers, commercial banks, trust companies and other nominees and similar persons whose names, or the names of whose nominees, appear on our stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

2.  Purpose of the Offer; Certain Effects of the Offer.

        Purpose of the Offer.     As the Company strives to create shareholder value, we have determined to use up to $50 million of cash and borrowings to repurchase Shares in this Offer.

        We believe that the tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company if they so elect. The Offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their Shares without the potential disruption to the Common Stock price.

        The Offer also provides our stockholders with an efficient way to sell their Shares without incurring brokerage fees or commissions associated with open market sales.

        If we complete the Offer, holders of Common Stock who do not participate in the Offer will automatically increase their relative percentage ownership interest in the Company and our future operations at no additional cost to them. The Offer will reduce our "public float" (the number of shares of Common Stock owned by non-affiliate stockholders and available for trading in the securities markets), and is likely to reduce the number of our holders of Common Stock. These reductions may result in lower per share Common Stock prices and/or reduced liquidity in the trading market for our shares of Common Stock following completion of the Offer.

        Furthermore, Odd Lot Holders who hold shares of Common Stock registered in their names and tender their shares of Common Stock directly to the Depositary and whose shares of Common Stock are purchased in the Offer will avoid not only the payment of brokerage commissions but also any applicable Odd Lot discounts that might be payable on sales of their shares of Common Stock in transactions on the NASDAQ.

        We believe that the Offer is an efficient way to improve stockholder return. On August 3, 2017, our Board of Directors authorized a share repurchase program of up to $50 million (the "August 2017 Repurchase Program"). We repurchased 828,399 shares of Common Stock (excluding the shares of Common Stock purchased under that certain Securities Purchase Agreement, dated September 23, 2017, by and among the Company and Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Blackwell Partners, LLC—Series A, and Coliseum School Bus Holdings, LLC) prior to substantially completing the August 2017 Repurchase Program. On June 12, 2018, our Board of Directors authorized an additional share repurchase program of up to $25 million (the "June 2018 Repurchase Program"). As of the date of this Offer to Purchase, we have repurchased 477,199 shares of Common Stock pursuant to the June 2018 Repurchase Program. On August 7, 2018, we announced the suspension of the June 2018 Repurchase Program. Following the completion or termination of the Offer, we intend to, from time to time, continue to repurchase Shares. The amount of Shares we buy and timing of any such repurchases depends on a number of factors, including the price of the shares of Common Stock, the availability of cash and/or financing on acceptable terms and blackout periods in which we are restricted from repurchasing Shares as well as any decision to use cash for other strategic objectives. Based on our experience, we currently believe we should be able to accomplish our additional repurchase goals through private block purchases and market transactions. Rule 13e-4 under the Exchange Act generally prohibits us and our affiliates from purchasing any Shares, other than in the Offer, until at least ten business days after the Expiration Date, except pursuant to certain limited exceptions provided in Exchange Act Rule 14e-5.

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        Certain Effects of the Offer.     If we complete the Offer, stockholders who do not participate in the Offer will automatically increase their relative percentage ownership interest in us and our future operations. These stockholders will also continue to bear the risks associated with owning the Shares. Holders of Common Stock may be able to sell non-tendered shares of Common Stock in the future on the NASDAQ or otherwise, at a net price significantly higher or lower than the Common Stock Offer Price. We can give no assurance, however, as to the price at which a stockholder may be able to sell his, her or its shares of Common Stock in the future.

        We anticipate that there will be a sufficient number of shares of Common Stock outstanding and publicly traded following completion of the Offer to ensure a continued trading market for the shares of Common Stock. Based upon published guidelines of the NASDAQ and the conditions of the Offer, we do not believe that our purchase of Shares in the Offer will cause our remaining outstanding shares of Common Stock to be delisted from the NASDAQ. The shares of Common Stock are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our stockholders and comply with proxy rules in connection with meetings of our stockholders. We believe that our purchase of Shares in the Offer will not result in the shares of Common Stock becoming eligible for deregistration under the Exchange Act.

        OUR BOARD OF DIRECTORS HAS AUTHORIZED US TO MAKE THE OFFER. HOWEVER, NONE OF THE COMPANY, THE MEMBERS OF OUR BOARD OF DIRECTORS, THE INFORMATION AGENT OR THE DEPOSITARY, MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. NEITHER WE NOR ANY MEMBER OF OUR BOARD OF DIRECTORS, THE INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN DOING SO, YOU SHOULD CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS, AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER.

        We intend to retire the Shares we acquire pursuant to the Offer. Those Shares will return to the status of authorized and unissued shares and will be available to us to issue without further stockholder action for all purposes except as required by applicable law or the rules of the NASDAQ.

        Except as disclosed or incorporated by reference in this Offer to Purchase, we have no current plans, proposals or negotiations that relate to or would result in:

•

any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;



•

any purchase, sale or transfer of an amount of our assets or any of our subsidiaries' assets which is material to us and our subsidiaries, taken as a whole;



•

any material change in our present dividend rate or policy, our indebtedness (but see Section 8 for a description of the First Amendment, the Credit Agreement and the Incremental Term Loan) or capitalization;



•

any material change in our present Board of Directors or management or any plans or proposals to change the number or the terms of directors (although we may fill vacancies arising on the Board of Directors) or to change any material term of the employment contract of any executive officer;



•

any material change in our corporate structure or business;

16

•

any class of our equity securities becoming delisted from the NASDAQ, or ceasing to be authorized to be quoted on the NASDAQ;



•

any class of our equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;



•

the termination or suspension of our obligation to file reports under Section 15(d) of the Exchange Act;



•

the acquisition or disposition by any person of our securities, other than pursuant to our share repurchase program and the grant of Restricted Stock or stock options to employees in the ordinary course of business; or



•

any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us.

        Nothing in the Offer will preclude us from considering any of the foregoing events or pursuing, developing or engaging in future plans, proposals or negotiations that relate to or would result in one or more of the foregoing events, subject to applicable law, and we reserve the right to do so. Although we may not have any current plans, other than as disclosed or incorporated by reference in this Offer to Purchase, that relate to or would result in any of the events discussed above, we consider from time to time, and may undertake or plan actions that relate to or could result in, one or more of these events. Holders of shares of Common Stock tendering shares of Common Stock in the Offer may run the risk of foregoing the benefit of any appreciation in the market price of the shares of Common Stock resulting from such potential future events.

3.  Procedures for Tendering Shares.

        Proper Tender of shares of Common Stock.     For shares of Common Stock to be properly tendered pursuant to the Offer, the certificates for shares of Common Stock (or confirmation of receipt of shares of Common Stock pursuant to the procedure for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an "Agent's Message" (as defined below), and any other documents required by the Letter of Transmittal, must be received before 5:00 P.M., New York City time, on Monday, October 15, 2018 by the Depositary at its address set forth on the back cover of this Offer to Purchase. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

        In the alternative, the tendering holder of shares of Common Stock must, before the Expiration Date, comply with the guaranteed delivery procedure described below.

        In accordance with Instruction 4 of the Letter of Transmittal, each holder of shares of Common Stock desiring to tender shares of Common Stock in the Offer must complete the section captioned "Number of Shares Tendered".

        Holders of Common Stock holding their shares of Common Stock through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their shares of Common Stock. Holders of Common Stock who hold shares of Common Stock through nominees are urged to consult their nominees to determine whether transaction costs may apply if holders of Common Stock tender shares of Common Stock through the nominees and not directly to the Depositary.

17

        If a certificate for shares of Common Stock is registered in the name of a person other than the person executing the Letter of Transmittal, or if payment is to be made, or new certificates for shares of Common Stock not purchased or tendered are to be issued, to a person other than the registered holder, then the certificate(s) for shares of Common Stock must be endorsed or accompanied by an appropriate stock power, signed in either case exactly as the name of the registered holder appears on the certificate(s) of shares of Common Stock, with the signature guaranteed by an Eligible Institution.

        Payment for shares of Common Stock tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of:

•

one of (a) certificate(s) for the shares of Common Stock or (b) a timely confirmation of the book-entry transfer of the shares of Common Stock into the Depositary's account at the Book-Entry Transfer Facility as described below;



•

one of (a) a properly completed and duly executed Letter of Transmittal, including any required signature guarantees or (b) an Agent's Message (as defined below) in the case of a book-entry transfer; and



•

any other documents required by the Letter of Transmittal.

        Signature Guarantees and Method of Delivery. No signature guarantee is required for the tender of shares of Common Stock if:

•

the Letter of Transmittal is signed by the registered holder of the shares of Common Stock (which term, for purposes of this Section 3, will include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the shares of Common Stock) tendered and such holder has not completed either the section entitled "Special Payment Instructions" or the section entitled "Special Delivery Instructions" in the Letter of Transmittal; or



•

shares of Common Stock are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or an "eligible guarantor institution," as the term is defined in Exchange Act Rule 17Ad-15, each of the foregoing constituting an "Eligible Institution." See Instruction 1 of the Letter of Transmittal.

        Odd Lot Holders who tender all of their shares of Common Stock must also complete the section captioned "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the priority treatment available to Odd Lot Holders as set forth in Section 1.

        Proper Tender of shares of Preferred Stock.     For shares of Preferred Stock to be properly tendered pursuant to the Offer, the confirmation of receipt of shares of Preferred Stock pursuant to the procedure for book-entry transfer set forth below, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an "Agent's Message" (as defined below), and any other documents required by the Letter of Transmittal, must be received before 5:00 P.M., New York City time, on Monday, October 15, 2018 by the Depositary at its address set forth on the back cover of this Offer to Purchase. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

        In the alternative, the tendering holder of shares of Preferred Stock must, before the Expiration Date, comply with the guaranteed delivery procedure described below.

18

        In accordance with Instruction 4 of the Letter of Transmittal, each holder of shares of Preferred Stock desiring to tender shares of Preferred Stock in the Offer must complete the section captioned "Number of Shares Tendered".

        Holders of Preferred Stock holding their shares of Preferred Stock through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their shares of Preferred Stock. Holders of Preferred Stock who hold shares of Preferred Stock through nominees are urged to consult their nominees to determine whether transaction costs may apply if holders of Preferred Stock tender shares of Preferred Stock through the nominees and not directly to the Depositary.

        Payment for shares of Preferred Stock tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of:

•

a timely confirmation of the book-entry transfer of the shares of Preferred Stock into the Depositary's account at the Book-Entry Transfer Facility as described below;



•

one of (a) a properly completed and duly executed Letter of Transmittal, including any required signature guarantees or (b) an Agent's Message (as defined below) in the case of a book-entry transfer; and



•

any other documents required by the Letter of Transmittal.

        Signature Guarantees and Method of Delivery. No signature guarantee is required for the tender of shares of Preferred Stock if:

•

the Letter of Transmittal is signed by the holder of the shares of Preferred Stock (as participants in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the shares of Preferred Stock) tendered and such holder has not completed either the section entitled "Special Payment Instructions" or the section entitled "Special Delivery Instructions" in the Letter of Transmittal; or



•

shares of Preferred Stock are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or an "eligible guarantor institution," as the term is defined in Exchange Act Rule 17Ad-15, each of the foregoing constituting an "Eligible Institution." See Instruction 1 of the Letter of Transmittal.

        The method of delivery of all documents, including certificates for shares of Common Stock, the Letter of Transmittal and any other required documents, is at the sole election and risk of the tendering holder of Shares. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). In all cases, sufficient time should be allowed to ensure timely delivery.

         All deliveries in connection with the Offer, including a Letter of Transmittal and certificates for shares of Common Stock, must be made to the Depositary and not to us, the Information Agent or the Book-Entry Transfer Facility. ANY DOCUMENTS DELIVERED TO US, THE INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT BE DEEMED TO BE PROPERLY TENDERED.

        Book-Entry Delivery.     The Depositary will establish an account with respect to the Shares (other than shares of Common Stock represented by certificates) for purposes of the Offer at the Book-Entry Transfer Facility within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the Shares (other than shares of Common Stock represented by certificates) by means of a

19

book-entry transfer by causing the Book-Entry Transfer Facility to transfer Shares (other than shares of Common Stock represented by certificates) into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for transfer. Although delivery of Shares (other than shares of Common Stock represented by certificates) may be effected through a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be transmitted to and received by the Depositary at its address set forth on the back cover of this Offer to Purchase before the Expiration Date, or the tendering holder of Shares must comply with the guaranteed delivery procedure described below. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

        The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares (other than shares of Common Stock represented by certificates) that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the participant.

        Guaranteed Delivery.     If you wish to tender Shares in the Offer and either your certificates for shares of Common Stock are not immediately available or the procedures for book-entry transfer for shares of Common Stock or shares of Preferred Stock cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, your tender may be effected if all the following conditions are met:

•

your tender is made by or through an Eligible Institution;



•

a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided is received by the Depositary, as provided below, prior to the Expiration Date; and



•

the Depositary receives at the address listed on the back cover of this Offer to Purchase and within the period of two NASDAQ trading days after the date of execution of that Notice of Guaranteed Delivery, either: (i) in the case of shares of Common Stock represented by certificates, the certificate(s) representing the shares of Common Stock being tendered, in the proper form for transfer, together with all other required documents and a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required; or (ii) in the case of shares of Common Stock (other than the shares of Common Stock represented by certificates) and shares of Preferred Stock, confirmation of book-entry transfer of the Shares (other than shares of Common Stock represented by certificates) into the Depositary's account at the Book-Entry Transfer Facility, together with all other required documents and either a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required, or an Agent's Message.

        A Notice of Guaranteed Delivery must be delivered to the Depositary by overnight courier, email transmission or mail before the Expiration Date and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

        Procedures for Preferred Stock.     As an alternative to the procedure described above for the tender of shares of Preferred Stock, holders of Preferred Stock may convert shares of Preferred Stock and tender the shares of Common Stock received upon conversion into the Offer. Shares of Preferred Stock must be converted sufficiently in advance of the Expiration Date in order to have time for the conversion to settle before the shares of Common Stock received upon conversion of the shares of Preferred Stock may be tendered. A conversion of shares of Preferred Stock cannot be revoked even if

20

shares of Common Stock received upon the conversion thereof and tendered in the Offer are not purchased in the Offer for any reason.

        Procedures for Warrants.     We are not offering, as part of the Offer, to purchase any outstanding Warrants, and tenders of Warrants will not be accepted. Holders of Warrants may exercise Warrants and tender the shares of Common Stock received upon exercise into the Offer. Warrants must be exercised sufficiently in advance of the Expiration Date in order to have time for the exercise to settle before the shares of Common Stock received upon exercise of the Warrants may be tendered. An exercise of a Warrant cannot be revoked even if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason.

        Procedures for Stock Options.     We are not offering, as part of the Offer, to purchase any outstanding stock options, and tenders of stock options will not be accepted. Holders of vested stock options may exercise stock options and tender the shares of Common Stock received upon exercise into the Offer. Stock options must be exercised sufficiently in advance of the Expiration Date in order to have time for the exercise to settle before the shares of Common Stock received upon exercise of the stock options may be tendered. An exercise of a stock option cannot be revoked even if shares of Common Stock received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason.

        If you are a holder of vested but unexercised stock options, you should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to you, based on the exercise prices of your stock options, the date of your stock option grants, the remaining term in which you may exercise your stock options and the provisions for prorated purchases described in Section 1.

        Procedures for Restricted Shares.     We are not offering, as part of the Offer, to purchase unvested or deferred Restricted Stock, and tenders of such equity awards will not be accepted. However, if you are a holder of Restricted Stock, you may tender shares of Common Stock that you have acquired through vesting of Restricted Stock (or settlement of deferred Restricted Stock). This Offer will not result in the acceleration of vesting of any Restricted Stock.

        Return of Unpurchased Shares.     If any properly tendered Shares are not purchased in the Offer or are properly withdrawn before the Expiration Date, or if less than all shares of Common Stock evidenced by a stockholder's certificate(s) are tendered, we will credit the certificates of shares of Common Stock to book-entry for unpurchased shares of Common Stock promptly after the expiration or termination of the Offer or, in the case of Shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the Shares will be credited to the appropriate account maintained by the tendering stockholder at the Book-Entry Transfer Facility, in each case without expense to the stockholder.

        Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.     All questions as to the number of Shares to be accepted, and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. We reserve the absolute right to reject any or all tenders of any Shares that we determine are not in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer on or prior to the Expiration Date, or any defect or irregularity in any tender with respect to any particular Shares or any particular stockholder (whether or not we waive similar defects or irregularities in the case of other stockholders), and our interpretation of the terms of the Offer will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. In the event a condition is waived with respect to any particular stockholder, the same condition will be waived with respect to all stockholders. No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by

21

the tendering stockholder or waived by us. We will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of Shares. None of the Company, nor the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any of the foregoing incur any liability for failure to give any such notification.

        Tendering Stockholder's Representation and Warranty; Our Acceptance Constitutes an Agreement.     It is a violation of Exchange Act Rule 14e-4 for a person, directly or indirectly, to tender Shares for that person's own account unless, at the time of tender and at the end of the proration period or period during which Shares are accepted by lot (including any extensions of such period), the person so tendering (1) has a "net long position" equal to or greater than the amount of Shares tendered in (a) Shares or (b) other securities convertible into or exchangeable or exercisable for Shares and, upon acceptance of the tender, will acquire the Shares by conversion, exchange or exercise and (2) will deliver or cause to be delivered the Shares in accordance with the terms of the Offer. Rule 14e-4 also provides a similar restriction applicable to a tender on behalf of another person.

        A tender of Shares in accordance with any of the procedures described above will constitute the tendering stockholder's acceptance of the terms and conditions of the Offer, as well as the tendering stockholder's representation and warranty to us that (1) the stockholder has a "net long position," within the meaning of Rule 14e-4 promulgated under the Exchange Act, in the Shares or equivalent securities at least equal to the Shares being tendered, and (2) the tender of Shares complies with Rule 14e-4. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us on the terms and subject to the conditions of the Offer, which agreement will be governed by, and construed in accordance with, the laws of the State of Delaware.

        A tender of Shares made pursuant to any method of delivery set forth herein will also constitute a representation and warranty to us that the tendering stockholder has full power and authority to tender, sell, assign and transfer the Shares tendered, and that, when the same are accepted for purchase by us, we will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, claims, encumbrances and other obligations relating to the sale or transfer of the Shares, and the same will not be subject to any adverse claim or right. Any such tendering stockholder will, on request by the Depositary or us, execute and deliver any additional documents deemed by the Depositary or us to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered, all in accordance with the terms of the Offer.

        All authority conferred or agreed to be conferred by delivery of the Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the tendering stockholder and shall not be affected by, and shall survive, the death or incapacity of such tendering stockholder.

        Lost or Destroyed Certificates.     Shares of Preferred Stock are not certificated. Holders of Common Stock, however, whose certificates for part or all of their shares of Common Stock have been lost, destroyed or stolen may contact Continental Stock Transfer & Trust Company, the Depositary, and transfer agent for the Shares, at the toll-free number (917) 262-2384 or at the address set forth on the back cover of this Offer to Purchase for instructions to obtain a replacement certificate. That certificate will then be required to be submitted together with the Letter of Transmittal in order to receive payment for shares of Common Stock that are tendered and accepted for payment. A bond may be required to be posted by the stockholder to secure against the risk that the certificates may be subsequently recirculated. The Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Stockholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation. Certificates for shares of Common Stock, together with a properly completed Letter of

22

Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to us or the Information Agent. Any certificates delivered to us or the Information Agent will not be forwarded to the Depositary and will not be deemed to be properly tendered.

        Information Reporting and Backup Withholding.     Payments made to stockholders in the Offer may be reported to the Internal Revenue Service (the "IRS"). In addition, under the United States federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to the amount paid to certain stockholders (who are not "exempt" recipients) pursuant to the Offer. To prevent such backup United States federal income tax withholding, each stockholder who is a U.S. Holder (as defined in Section 13) and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder's taxpayer identification number (employer identification number or social security number) and provide certain other information by completing, under penalties of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a $50 penalty imposed by the IRS.

        Certain "exempt" recipients (including, among others, generally all corporations and certain non-U.S. Holders (as defined in Section 13)) are not subject to these backup withholding requirements (though U.S. corporations may be required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such exemption, such non-U.S. Holder must submit a statement (generally, an IRS Form W-8BEN or W-8BEN-E or other applicable Form W-8), signed under penalties of perjury, attesting to such non-U.S. Holder's exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (www.irs.gov). A disregarded domestic entity that has a regarded foreign owner must use the appropriate IRS Form W-8, and not the IRS Form W-9. See Instruction 10 to the Letter of Transmittal.

        Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund of such amounts if they timely provide certain required information to the IRS.

         Stockholders should consult their own tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

        United States Federal Withholding Tax on Payments to Non-U.S. Holders.     Because it is unclear whether the cash received by a non-U.S. Holder (as defined in Section 13) in connection with the Offer will be treated (i) as proceeds of a sale or exchange or (ii) as a distribution, the Depositary or other applicable withholding agent may treat such payment as a dividend distribution for withholding purposes. Accordingly, payments to non-U.S. Holders may be subject to withholding at a rate of 30% of the gross proceeds paid, unless the non-U.S. Holder establishes an entitlement to a reduced rate of withholding by timely completing, under penalties of perjury, the applicable IRS Form W-8. In order to obtain a reduced rate of withholding pursuant to an applicable income tax treaty, a non-U.S. Holder must deliver to the Depositary or other applicable withholding agent, before the payment is made, a properly completed and executed IRS Form W-8BEN or W-8BEN-E claiming such a reduction. In order to claim an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a non-U.S. Holder must deliver to the Depositary or other applicable withholding agent, before the payment is made, a properly completed and executed IRS Form W-8ECI.

        A non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if such stockholder meets the "complete termination," "substantially disproportionate" or "not essentially equivalent to a dividend" tests described in Section 13 or if the stockholder is entitled to a reduced rate of withholding pursuant to any applicable income tax treaty and a higher rate of withholding was applied.

23

         Non-U.S. Holders are urged to consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

4.  Withdrawal Rights.

        Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date. Shares that have not previously been accepted by us for payment may be withdrawn at any time after one minute after 11:59 P.M., New York City time, on November 9, 2018.

        For a withdrawal to be effective, a notice of withdrawal must be in written form and must be received in a timely manner by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the tendering stockholder; the class and number of Shares to be withdrawn; and the name of the registered holder of the Shares. With respect to shares of Common Stock, if certificates for shares of Common Stock to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates for shares of Common Stock to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of shares of Common Stock tendered for the account of an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer described in Section 3, the notice of withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and must otherwise comply with the Book-Entry Transfer Facility's procedures. If a stockholder has used more than one Letter of Transmittal or has otherwise tendered Shares in more than one group of Shares, the stockholder may withdraw Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

        We will determine all questions as to the form and validity, including the time of receipt, of any notice of withdrawal, in our sole discretion, which determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. Neither we nor the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of the foregoing incur liability for failure to give any such notification. Withdrawals may not be rescinded, and any Shares properly withdrawn will be deemed not properly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3.

        If we extend the Offer, are delayed in our purchase of Shares or are unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to our rights in the Offer, the Depositary may, subject to applicable law, retain tendered Shares on our behalf, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for Shares that we have accepted for payment is limited by Exchange Act Rule 13e-4(f)(5), which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of the Offer.

5.  Purchase of Shares and Payment of Purchase Price.

        Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will:

•

accept for payment and pay for (and thereby purchase) Shares properly tendered and not properly withdrawn. We intend to purchase Shares having an aggregate value of $50 million and

24

may increase the number of Shares (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) accepted for payment in the Offer by no more than 2% of the outstanding shares of Common Stock (including shares of Preferred Stock on an as if converted to shares of Common Stock basis) without extending the Offer.

        For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to proration and "Odd Lot" priority as described in this Offer, Shares that are properly tendered and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the Shares for payment pursuant to the Offer.

        Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will accept for payment and pay for all of the Shares accepted for payment in accordance with the Offer. In all cases, payment for Shares tendered and accepted for payment in accordance with the Offer will be made promptly, subject to possible delay due to proration, but only after timely receipt by the Depositary of:

(a)

With respect to Common Stock,



•

either (i) certificate(s) for shares of Common Stock or (ii) a timely confirmation of a book-entry transfer of shares of Common Stock into the Depositary's account at the Book-Entry Transfer Facility;



•

a properly completed and duly executed Letter of Transmittal or an Agent's Message in the case of book-entry transfer; and



•

any other documents required.



(b)

With respect to Preferred Stock,



•

a timely confirmation of a book-entry transfer of shares of Preferred Stock into the Depositary's account at the Book-Entry Transfer Facility;



•

a properly completed and duly executed Letter of Transmittal or an Agent's Message in the case of book-entry transfer; and



•

any other documents required.

        We will pay for Shares purchased pursuant to the Offer by depositing the aggregate purchase price for the Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to the tendering stockholders. In the event of proration, the Depositary will determine the proration factor and pay for those tendered Shares accepted for payment promptly after the Expiration Date. Certificates for all shares of Common Stock tendered and not purchased and certificates of shares of Common Stock not purchased due to proration, will be credited to book-entry with the Depositary, and, in the case of shares of Common Stock and Preferred Stock tendered by book-entry transfer, will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who delivered the Shares, to the tendering stockholder promptly after the expiration or termination of the Offer at our expense.

         Under no circumstances will interest be paid on the applicable Purchase Price for the Shares, regardless of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Shares pursuant to the Offer. See Section 6.

        We will pay all stock transfer taxes, if any, payable on the transfer to us of Shares purchased pursuant to the Offer; provided, however, that (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates for shares of Common Stock are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether

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imposed on the registered holder or the other person), payable on account of the transfer to that person will be deducted from the Purchase Price unless evidence satisfactory to us of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 6 of the Letter of Transmittal.

6.  Conditions of the Offer.

        The Offer is conditioned on the consummation of the funding of the Incremental Term Loan contemplated by the First Amendment which provides for, among other things, the increase in size of (i) the Initial Term Facility (as defined in Section 8) by $50 million in the form of the Incremental Term Loan and (ii) the commitments in respect of the Initial Revolving Facility (as defined in Section 8) by $25 million (the "Financing Condition") and on certain other conditions listed below. In addition, notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of or the payment for Shares tendered, subject to Exchange Act Rule 13e-4(f)(5), which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of the Offer, if at any time on or after the commencement of the Offer and prior to the Expiration Date any of the following events have occurred (or are determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events (including any action or inaction by us), makes it inadvisable to proceed with the Offer or with acceptance for payment or payment for the Shares in the Offer:

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there has been any action threatened, pending or taken, including any settlement, or any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority, agency or tribunal, domestic, foreign or supranational, that, in our reasonable judgment, seeks to or could directly or indirectly:



•

make illegal, or delay or otherwise directly or indirectly restrain, prohibit or otherwise affect the consummation of the Offer, the acquisition of some or all of the Shares pursuant to the Offer or otherwise relates in any manner to the Offer;



•

make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer;



•

delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the Shares to be purchased pursuant to the Offer; or



•

materially and adversely affect our or our subsidiaries' or our affiliates' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair our ability to purchase some or all of the Shares pursuant to the Offer;



•

there has occurred any of the following:



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any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market;



•

the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;



•

a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor;

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•

a decrease of more than 10% in the market price of the shares of Common Stock or in the general level of market prices for equity securities in the United States of the New York Stock Exchange Index, the Dow Jones Industrial Average, the NASDAQ Global Market Composite Index or Standard & Poor's Composite Index of 500 Industrial Companies, in each case measured from the close of trading on September 13, 2018, the last trading day prior to the commencement of the Offer;



•

the commencement of a war, armed hostilities or other similar national or international calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States, on or after September 14, 2018;



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any material escalation of any war or armed hostilities which had commenced prior to September 14, 2018;



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any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States



•

any change in the general political, market, economic or financial conditions, domestically or internationally, that is reasonably likely to materially and adversely affect our business or the trading in the shares of Common Stock; or



•

in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;



•

a tender or exchange offer for any or all of the shares of Common Stock (other than the Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or has been publicly disclosed;



•

we learn that:



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any entity, "group" (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares of Common Stock, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before September 14, 2018);



•

any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before September 14, 2018, has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than by virtue of the Offer made hereby), beneficial ownership of an additional 5% or more of the outstanding shares of Common Stock;



•

any change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Offer;



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any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of the Shares, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our or their respective assets or securities; or



•

any change has occurred or is threatened in our or our subsidiaries' or affiliates' business, condition (financial or otherwise), properties, assets, income, operations or prospects that, in our reasonable judgment, has or could have a material adverse effect on us or any of our subsidiaries or affiliates or the benefits of the Offer to us;

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•

any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer shall not have been obtained on terms satisfactory to us in our reasonable discretion; or



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we determine that the consummation of the Offer and the purchase of the Shares may (1) cause the shares of Common Stock to be held of record by fewer than 300 persons, or (2) cause the shares of Common Stock to be delisted from NASDAQ or to be eligible for deregistration under the Exchange Act.

        The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion on or prior to the Expiration Date. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Date. We will also file an amendment to our Schedule TO upon satisfaction or waiver of the Financing Condition. Any determination by us concerning the events described above will be final and binding on all parties. See Section 14.

7.  Price Range of Shares; Dividends.

        The shares of Common Stock are listed and trade on the NASDAQ under the trading symbol "BLBD." The following table sets forth, for the fiscal quarters indicated, the high and low closing sales prices of the shares of Common Stock on the NASDAQ:

        The Company has not paid any dividends on the shares of Common Stock to date. It is our present intention to retain any earnings for use in our business operations and, accordingly we do not anticipate the board of directors declaring any dividends in the foreseeable future on the shares of Common Stock. In addition, certain of our loan agreements restrict the payment of dividends and the terms of the shares of Preferred Stock may from time to time prevent us from paying cash dividends on the shares of Common Stock.

        On September 13, 2018, the last full trading day before the commencement of the Offer, the last closing sale price of the shares of Common Stock on the NASDAQ was $23.25 per Share. Stockholders are urged to obtain current market quotations for the shares of Common Stock. The shares of Preferred Stock are not listed or traded on an exchange.

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8.  Source and Amount of Funds.

        Assuming that the Offer is fully subscribed, the aggregate value of Shares purchased in the Offer will be $50 million. We expect that the maximum aggregate cost of these purchases, including all fees and expenses applicable to the Offer, will be approximately $50 million.

        We intend to pay for the Shares with a combination of existing cash resources and additional term loan borrowings (the "Incremental Term Loan") under the Credit Agreement, dated as of December 12, 2016 (as amended by that certain First Amendment, dated as of September 13, 2018, by and among the Company, the Borrower (as defined below), Bank of Montreal, as Administrative Agent and the Lenders (as defined below) party thereto (the "First Amendment"), the "Amended Credit Agreement"), by and among the Company, School Bus Holdings, Inc. and certain of its subsidiaries, including Blue Bird Body Company as the borrower (the "Borrower"), and Bank of Montreal, as Administrative Agent and an Issuing Bank, Fifth Third Bank, as Co-Syndication Agent and an Issuing Bank and Regions Bank, as Co-Syndication Agent, and certain other financial institutions from time to time party thereto (the "Lenders"). The First Amendment provides for, among other things, an aggregate lender commitment of $50 million in respect of the Incremental Term Loan which commitment will remain outstanding through October 31, 2018 and an aggregate lender commitment of $25 million in respect of additional revolving credit commitments (the "Incremental Revolving Commitment" and together with the Incremental Term Loan, the "Incremental Facilities"). The funding of the Incremental Term Loan is subject to the satisfaction of customary closing conditions, including the accuracy in all material respects of the representations and warranties under the Amended Credit Agreement and the absence of a default or event of default under the Amended Credit Agreement. BMO Capital Markets Corp. acted as Lead Arranger and Bookrunner for the Incremental Facilities.

        After giving effect to the First Amendment, the initial $160 million term loan facility (of which $148 million remains outstanding as of the date hereof, the "Initial Term Facility", and after giving effect to an increase of $50 million in the form of the Incremental Term Loan pursuant to the First Amendment, the "Term Facility") and the initial $75 million revolving credit facility (the "Initial Revolving Facility", and after giving effect to an increase of an additional $25 million of revolving credit commitments in the form of the Incremental Revolving Commitment pursuant to the First Amendment, the "Revolving Facility", and together with the Term Facility, the "Facilities") will each mature on September 13, 2023, which is the fifth anniversary of the effective date of the First Amendment. After giving effect to the First Amendment, the interest payable with respect to the Facilities (x) as of the date hereof, is as follows: (1) the spread over LIBOR is 2.25%; and (2) the spread over base rate is 1.25% and (y) commencing with the fiscal quarter ended on or about September 30, 2018, shall be determined in accordance with the amended pricing matrix set forth below based on the Company's Total Net Leverage Ratio (defined as the ratio of (a) consolidated net debt to (b) consolidated EBITDA (which includes certain add-backs that are not reflected in the definition of Adjusted EBITDA appearing in the Company's Annual Report on Form 10-K) at the end of each fiscal quarter for the consecutive four fiscal quarter period most recently then ending):

        The Amended Credit Agreement contains customary covenants and warranties including, among other things, an amended Total Net Leverage Ratio financial maintenance covenant which requires

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compliance as of the last day of each fiscal quarter with a maximum Total Net Leverage Ratio of 4.00x from the date of the First Amendment through the fiscal quarter ended on or about June 30, 2019, 3.75x from the fiscal quarter ended on or about September 30, 2019 through the fiscal quarter ended on or about September 30, 2021 and 3.50x thereafter. In addition, the negative covenants and restrictions in the Amended Credit Agreement include, among others: limitations on liens, dispositions of assets, consolidations and mergers, loans and investments, indebtedness, transactions with affiliates (including management fees and compensation), dividends, distributions and other restricted payments (subject to certain exceptions, including an exception for the purchase of Shares pursuant to the Offer in an aggregate amount not to exceed $50 million), change in fiscal year, fundamental changes, amendments to and subordinated indebtedness, restrictive agreements, sale and leaseback transactions and certain permitted acquisitions.

        The obligations under the Amended Credit Agreement and the related loan documents (including without limitation, the borrowings under the Facilities (including the Incremental Term Loan) and obligations in respect of certain cash management and hedging obligations owing to the agents, the lenders or their affiliates), are, in each case, secured by a lien on and security interest in substantially all of the assets of the Company and its subsidiaries (including the Borrower), with certain exclusions as set forth in a Collateral Agreement entered into on December 12, 2016.

        The description of the Incremental Term Loan is qualified in its entirety by reference to the complete text of the First Amendment, which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 13, 2018 and is incorporated herein by reference.

9.  Certain Financial Information

        Historical Financial Information.     The Company incorporates by reference the financial statements and notes thereto included in Item 8 of the 2017 10-K and Item 1 of the June 2018 10-Q. You should refer to Section 10 for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements.

        Summary Historical Consolidated Financial Data.     The following table sets forth summary data from our consolidated balance sheet at June 30, 2018 and September 30, 2017 and our consolidated statement of operations for the nine months ended June 30, 2018 and July 1, 2017 and the years ended September 30, 2017 and October 1, 2016. Year-end financial data has been derived from, and should be read in conjunction with, our audited consolidated financial statements and the related notes filed as part of the 2017 10-K. Data as of and for the nine months ended June 30, 2018 and July 1, 2017 is derived from, and should be read in conjunction with, our unaudited consolidated financial statements and related notes filed as part of the June 2018 10-Q. We have prepared the unaudited information on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of our financial position at such a date and operating results for such periods. Historical results are not necessarily indicative of the results of operations to be expected for the future periods, and interim results may not be indicative of results for the remainder of the year.

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