J.B. Poindexter & Co., Inc. Announces Proposed Private $300 Million Senior Unsecured Notes Offering

HOUSTON, April 12, 2018 /PRNewswire/ -- J.B. Poindexter & Co., Inc. (the 'Company'), today announced that it intends to offer $300 million aggregate principal amount of senior unsecured notes due 2026 (the '2026 Notes') in a private offering. The 2026 Notes will be guaranteed by certain subsidiaries of the Company. The offering and terms of the 2026 Notes are subject to market and other conditions.

The Company intends to use the net proceeds of the offering (i) to redeem the Company's 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 (as defined below), (ii) to pay fees and expenses related to the redemption and (iii) for general corporate purposes, including strategic acquisitions and other investments to expand our operations both domestically and internationally. The Company issued a conditional notice of redemption (the 'Conditional Notice') to redeem the 2022 Notes on April 12, 2018 (as it may be delayed from time to time in accordance with the Conditional Notice, the "Redemption Date"). 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. As contemplated by the Conditional Notice, the Company has delayed the Redemption Date until the business day immediately following the satisfaction or waiver of the conditions of the redemption. The offering of the 2026 Notes, if completed, would satisfy the conditions of the redemption.

The 2026 Notes will be 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.

Forward-Looking Statements

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 timing and completion of the offering; 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, our ability to consummate the offering or the redemption of the 2022 Notes; market conditions relating to the issuance of debt securities; and other 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.