SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 7)
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
BLUE BIRD
CORPORATION
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Warrants exercisable for Common Stock at an exercise price of $11.50 per whole share
(Title of Class of Securities)
095306 10 6
(CUSIP
Number of Common Stock Underlying Warrants)
Paul Yousif
Vice President
Blue Bird
Corporation
402 Blue Bird Boulevard
Fort Valley, Georgia 31030
Telephone: 478-822-2130
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with copies to:
Peter H. Ehrenberg, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Telephone: 212-204-8697
CALCULATION
OF FILING FEE
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Transaction valuation*
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Amount of filing fee**
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$2,300,000
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$267.26
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*
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Estimated for purposes of calculating the amount of the filing fee only. Blue Bird Corporation (formerly named Hennessy Capital Acquisition Corp.) (the “
Company
”) is offering holders of up to
5,750,000 of the Company’s warrants exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “
Shares
”), at an exercise price of $5.75 per half share ($11.50 per whole share), subject to
adjustment (the “
Warrants
”), the opportunity to exchange such Warrants for Shares by tendering one Warrant in exchange for 0.1 of a Share. The transaction value was determined by using the average of the high and low prices
of the Warrants as reported on the Nasdaq Capital Market on January 6, 2015, which was $0.40.
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**
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Previously paid. The amount of the filing fee assumes that all 5,750,000 Warrants will be exchanged and is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals
$116.20 for each $1,000,000 of the value of the transaction.
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $267.26
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Filing Party: Blue Bird Corporation (formerly named
Hennessy Capital Acquisition Corp.)
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Form or Registration No.: Schedule TO-I
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Date Filed: January 7, 2015
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing
is a final amendment reporting the results of the tender offer:
x
SCHEDULE TO
This Amendment No. 7 (this “
Amendment
”) hereby amends and supplements the Tender Offer Statement on Schedule TO originally filed
with the Securities and Exchange Commission (“
SEC
”) by Blue Bird Corporation (formerly named Hennessy Capital Acquisition Corp.), a Delaware corporation (“
Blue Bird
” or the
“
Company
”), on January 7, 2015 (as amended and supplemented, the “
Schedule TO
”), in connection with the offer by the Company to all holders of the Company’s outstanding warrants exercisable
for shares of the Company’s common stock, par value $0.0001 per share (the “
Shares
”), at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment (the “
Warrants
”),
to exchange 0.1 of a Share in exchange for every Warrant tendered by the holders thereof (approximately one Share for every ten Warrants tendered), up to a maximum of 5,750,000 Warrants, subject to proration, as described in the Schedule TO. The
offer is subject to the terms and conditions set forth in the Amended and Restated Offer to Exchange, dated January 21, 2015 (the “
Offer to Exchange
”), a copy of which was filed as Exhibit (a)(1)(E) to the Schedule TO,
and in the related Amended and Restated Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(F) to the Schedule TO (the “
Letter of Transmittal
” which, together with the Offer to Exchange, as they may be further
amended or supplemented from time to time, constitute the “
Offer
”).
This is the final amendment to Schedule TO and is being filed
to report the results of the Offer. This Amendment No. 7 to Schedule TO, as it amends and supplements the Schedule TO, is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the
“
Exchange Act
”). Only those items reported in this Amendment are amended or supplemented. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Exchange and the related Letter of
Transmittal remains unchanged. This Amendment should be read in conjunction with the Schedule TO, the Offer to Exchange and the Letter of Transmittal. Capitalized terms used and not defined herein have the meanings assigned to such terms in the
Offer to Exchange.
Items 1 through 11 are hereby amended and supplemented as follows:
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1.
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The Offer expired at 12:00 midnight, New York City time, at the end of the day on March 2, 2015. Based upon information provided by Continental Stock Transfer & Trust Company, the depositary for the Offer, a total
of 2,690,462 Warrants were validly tendered and not properly withdrawn in the Offer. As a result of rounding down, as described in the Offer, a total of 269,041 Shares will be issued.
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On March 3, 2015, the Company issued a press release announcing the final results of the Offer as set forth above. A copy of the press release
is filed as Exhibit (a)(5)(I) to the Schedule TO and is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
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Exhibit
Number
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Description
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(a)(5)(I)
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Press Release of the Company, dated March 3, 2015.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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BLUE BIRD CORPORATION
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By:
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/s/ Paul Yousif
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Name:
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Paul Yousif
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Title:
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Vice President
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Date: March 3, 2015
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EXHIBIT INDEX
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Exhibit
Number
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Description
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(a)(1)(A)*
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Offer to Exchange dated January 7, 2015.
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(a)(1)(B)*
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Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).
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(a)(1)(C)*
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Form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients.
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(a)(1)(D)*
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Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients.
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(a)(1)(E)*
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Amended and Restated Offer to Exchange dated January 21, 2015.
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(a)(1)(F)*
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Amended and Restated Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).
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(a)(1)(G)*
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Amended and restated form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients.
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(a)(1)(H)*
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Amended and restated form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients.
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(a)(5)(A)
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Press release, issued by the Company on September 22, 2014 (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed by the Company on September 22, 2014).
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(a)(5)(B)
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Current Report on Form 8-K dated September 21, 2014 and exhibits thereto (incorporated by reference to Current Report on Form 8-K filed by the Company on September 24, 2014).
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(a)(5)(C)*
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Press release, issued by the Company on January 7, 2015.
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(a)(5)(D)
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Investor Presentation dated January 2015 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 9, 2015).
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(a)(5)(E)*
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Press release, issued by the Company on January 21, 2015.
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(a)(5)(F)*
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Press release, issued by the Company on February 6, 2015.
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(a)(5)(G)
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Supplement to Investor Presentation dated February 2015 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 11, 2015).
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(a)(5)(H)
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Current Report on Form 8-K filed with the SEC on February 25, 2015 and exhibits thereto are incorporated herein by reference.
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(a)(5)(I)
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Press Release of the Company, dated March 3, 2015.
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(b)
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Not applicable.
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(d)(1)
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Amended and Restated Certificate of Incorporation of Hennessy Capital Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-36267), filed with the SEC on January 23,
2014).
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(d)(2)
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-192982), filed with the SEC on December 20, 2013).
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(d)(3)
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Securities Subscription Agreement by and between the Company and Hennessy Capital Partners I LLC, dated as of September 24, 2013 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form
S-1 (File No. 333-192982), filed with the SEC on December 20, 2013).
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(d)(4)
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Sponsor Warrants Purchase Agreement by and between the Company and Hennessy Capital Partners I LLC, dated as of October 15, 2013 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on
Form S-1 (File No. 333-192982), filed with the SEC on December 20, 2013).
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(d)(5)
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Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-36267), filed with the SEC on January
23, 2014).
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(d)(6)
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Specimen Warrant Certificate (incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-36267), filed with the SEC on January 23, 2014).
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(d)(7)
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Registration Rights Agreement among the Company and certain holders party thereto, dated January 16, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File
No. 001-36267), filed with the SEC on January 23, 2014).
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(d)(8)
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Letter Agreement by and among the Company, Hennessy Capital Partners I LLC and the insiders named therein, dated January 16, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
(File No. 001-36267), filed with the SEC on January 23, 2014).
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(d)(9)
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Purchase Agreement between the Company and The Traxis Group B.V., dated September 21, 2014 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-36267), filed
with the SEC on September 24, 2014).
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(d)(10)
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Form of Backstop and Subscription Agreement by and among the Company, The Traxis Group B.V., Hennessy Capital Partners I LLC and the investor named therein (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K (File No. 001-36267), filed with the SEC on September 24, 2014).
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(d)(11)
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Amended and Restated Subscription Agreement among the Company and certain subscribers party thereto, dated September 23, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
(File No. 001-36267), filed with the SEC on September 24, 2014).
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(d)(12)
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Voting and Support Agreement among The Traxis Group B.V., Hennessy Capital Partners I LLC and the stockholders set forth therein, dated September 21, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s
Current Report on Form 8-K (File No. 001-36267), filed with the SEC on September 24, 2014).
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(d)(13)
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Director Removal Letter Agreement between The Traxis Group B.V. and Hennessy Capital Partners I LLC, dated September 21, 2014 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
(File No. 001-36267), filed with the SEC on September 24, 2014).
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(d)(14)
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Sponsor Warrant Exchange Letter Agreement among the Company, The Traxis Group B.V. and Hennessy Capital Partners I LLC, dated January 21, 2014 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report
on Form 8-K (File No. 001-36267), filed with the SEC on September 24, 2014).
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(d)(15)
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Form of Registration Rights Agreement among Blue Bird Corporation (formerly known as Hennessy Capital Acquisition Corp.), The Traxis Group B.V. and the investors named therein (incorporated by reference to Exhibit 10.6 to the
Company’s Current Report on Form 8-K (File No. 001-36267), filed with the SEC on September 24, 2014).
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(d)(16)
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Form of Seller Lock-Up Agreement between the Company and The Traxis Group B.V. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-36267), filed with the SEC on
September 24, 2014).
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(d)(17)
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Form of Sponsor Lock-Up Agreement among The Traxis Group B.V., Hennessy Capital Partners I LLC and the stockholders set forth therein (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on
Form 8-K (File No. 001-36267), filed with the SEC on September 24, 2014).
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(d)(18)
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Amendment No. 1 to Purchase Agreement, dated as of February 10, 2015, by and among Hennessy Capital Acquisition Corp., Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V.
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36267), filed with the SEC on February 11, 2015).
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(d)(19)
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Founder Share Cancellation Agreement, dated as of February 10, 2015, by and among Hennessy Capital Acquisition Corp., Hennessy Capital Partners I LLC and The Traxis Group B.V. (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K (File No. 001-36267), filed with the SEC on February 11, 2015).
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(d)(20)*
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Subscription Agreement for 7.625% Series A Convertible Preferred Stock and Common Stock, dated as of February 18, 2015, by and among Hennessy Capital Acquisition Corp., The Traxis Group B.V. and the investors named therein
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36267), filed with the SEC on February 19, 2015).
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(d)(21)*
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Amendment No. 2 to Purchase Agreement, dated as of February 18, 2015, by and among Hennessy Capital Acquisition Corp., Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V.
(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-36267), filed with the SEC on February 19, 2015).
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(d)(22)*
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Director Removal Letter Agreement, dated as of February 18, 2015, by and between The Traxis Group B.V. and the investors named therein (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on
Form 8-K (File No. 001-36267), filed with the SEC on February 19, 2015).
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(g)(1)
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Definitive Proxy Statement, dated January 20, 2015 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed by the Company on January 20, 2015).
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(g)(2)
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Supplement to Definitive Proxy Statement, dated February 10, 2015 (incorporated by reference to the definitive additional proxy solicitation materials on Schedule 14A filed by the Company on February 11, 2015).
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(h)
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Not applicable.
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Exhibit (a)(5)(I)
Blue Bird Corporation Announces Results of
Public Warrant Exchange Offer
FORT
VALLEY, GEORGIA – March 3, 2015 – Blue Bird Corporation (“Blue Bird” or the “Company”) (Nasdaq: BLBD and BLBDW), formerly named Hennessy Capital Acquisition Corp., today announced the results of its previously
announced offer to exchange (the “Offer”) up to a maximum of 5,750,000 of its outstanding public warrants (the “Public Warrants”) for shares of Company common stock (the “Shares”) at an exchange ratio of 0.1 of a Share
for each Public Warrant validly tendered and not withdrawn (approximately one Share for every ten Public Warrants tendered). The Offer expired at 12:00 midnight, New York City time, at the end of the day on March 2, 2015. Based upon information
provided by Continental Stock Transfer & Trust Company, the depositary for the Offer, as of the expiration of the Offer, a total of 2,690,462 Public Warrants have been validly tendered and not properly withdrawn, for a total of
approximately 269,046 Shares to be issued by the Company.
As previously announced, Hennessy Capital Partners I LLC (the “Sponsor”) has agreed
to exchange (the “Sponsor Warrant Exchange”) that number of the outstanding warrants it obtained in a private placement in connection with the initial public offering of Hennessy Capital Acquisition Corp. (such warrants, the
“Placement Warrants”) equal to (i) 12,125,000 less (ii) the number of Public Warrants validly tendered and accepted for exchange pursuant to the Offer, in exchange for Shares at an exchange ratio of 0.1 of a Share for each
Placement Warrant. Accordingly, based on the results of the Offer, the Sponsor will exchange 9,434,538 of its Placement Warrants for a total of 943,453 Shares to be issued to the Sponsor by the Company. The closing of the Sponsor Warrant Exchange is
expected to occur on March 17, 2015.
After the Offer and the Sponsor Warrant Exchange, there will be a total of 11,500,000 Public Warrants and
Placement Warrants that remain outstanding. Such Public Warrants and Placement Warrants will be exercisable for a total of 5,750,000 Shares, subject to adjustment.
About Blue Bird Corporation
Blue Bird is the leading
independent designer and manufacturer of school buses, with more than 550,000 buses sold since its formation in 1927 and approximately 180,000 buses in operation today. Blue Bird’s longevity and reputation in the school bus industry have made
it an iconic American brand. Blue Bird distinguishes itself from its principal competitors by its singular focus on the design, engineering, manufacture and sale of school buses and related parts. As the only manufacturer of chassis and body
production specifically designed for school bus applications, Blue Bird is recognized as an industry leader for school bus innovation, safety, product quality/reliability/durability, operating costs and drivability. In addition, Blue Bird is the
market leader in alternative fuel applications with its propane-powered and compressed natural gas-powered school buses. Blue Bird manufactures school buses at two facilities in Fort Valley, Georgia. Its Micro Bird joint venture operates a
manufacturing facility in Drummondville, Quebec, Canada. Service and after-market parts are distributed from Blue Bird’s parts distribution center located in Delaware, Ohio.
Forward Looking Statements
This press release may include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements may include statements relating to:
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Inherent limitations of internal controls impacting financial statements
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Ability to expand market share
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Customer demand for certain products
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Economic conditions that could affect fuel costs, commodity costs, industry size and financial conditions of our dealers and suppliers
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Labor or other constraints on the Company’s ability to maintain a competitive cost structure
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Volatility in the tax base and other funding sources that support the purchase of buses by our end customers
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Lower or higher than anticipated market acceptance for our products
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Ability to be successful in the Company’s appeal of the delisting determination by the staff of the Listing Qualifications Department of the NASDAQ Stock Market and to meet NASDAQ’s listing standards,
including having the requisite number of stockholders
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Other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,”
“believe,” “seek,” “target” or similar expressions
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These forward-looking statements are based on information
available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our
views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws. The factors described above, as well as risk factors described in reports filed with the SEC by the Company (available at www.sec.gov), could cause our actual results to differ materially from
estimates or expectations reflected in such forward-looking statements.
Contact
Jeff Merten
Director, Investor Relations & New Business
Development
Blue Bird Corporation
(478) 822-2496
Jeff.Merten@blue-bird.com
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