HOUSTON, April 16, 2018 /PRNewswire/ -- J.B. Poindexter & Co., Inc. (the 'Company'), today announced that it has closed its previously announced private offering of $350 million aggregate principal amount of senior unsecured notes due 2026 (the '2026 Notes'), upsized from $300 million. The 2026 Notes bear interest at 7.125% per annum.
The 2026 Notes are guaranteed by certain subsidiaries of the Company. The Company will pay interest on the 2026 Notes semi-annually on April 15 and October 15 of each year, beginning October 15, 2018.
The Company will use a portion of the net proceeds of the offering to redeem all of its outstanding 9.000% senior unsecured notes due 2022 (the '2022 Notes'), of which an aggregate principal amount of $175 million is currently outstanding, at a redemption price equal to 103.000% of the principal amount of the 2022 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. The Company intends to use the remaining net proceeds of the offering for general corporate purposes, including strategic acquisitions and other investments to expand the Company's operations both domestically and internationally.
The Company previously issued a conditional notice of redemption (the 'Conditional Notice') to redeem the 2022 Notes on April 12, 2018. On April 11, 2018, the Company announced that the conditions of the redemption of the 2022 Notes would not be satisfied or waived by the Company on or prior to the initial redemption date and delayed the redemption date until the business day immediately following the satisfaction or waiver of the conditions of the redemption. The closing of the offering of the 2026 Notes satisfied the conditions of the redemption and the Company has established April 17, 2018 as the redemption date.
The 2026 Notes were offered by the initial purchasers to persons reasonably believed to be "qualified institutional buyers" in reliance on Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The 2026 Notes have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the 2026 Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," "should," "may," "will," "would" or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements related to the Company's intentions regarding the intended use of proceeds; the completion of the redemption of the 2022 Notes; and other matters. These statements involve risks and uncertainties, and actual results may differ. These risks and uncertainties include, but are not limited to, the risks set forth in the offering documentation. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
ABOUT J.B. Poindexter & Co., Inc.
J.B. Poindexter & Co., Inc. is a privately-held, diversified manufacturing company, with operating subsidiaries engaged in the production and sale of commercial truck and van bodies, step-vans, service/utility truck and van bodies, commercial vehicle shelving and storage systems, funeral coaches, limousines, pick-up truck caps and tonneau covers, precision machined components and expandable foam products. For more information, visit: jbpoindexter.com.
SOURCE J.B. Poindexter & Co., Inc.