J.B. POINDEXTER & CO., INC. ANNOUNCES PROPOSED PRIVATE $550 MILLION SENIOR UNSECURED NOTES OFFERING

Expected proceeds to be used for the purchase and redemption of
all outstanding 7.125% senior unsecured notes due 2026

HOUSTON, Dec. 4, 2023 /PRNewswire/ -- J.B. Poindexter & Co., Inc.  (the "Company"), a privately -held company that designs, manufactures, and markets commercial truck bodies, step vans and delivery vehicles, service/utility truck and van bodies, commercial vehicle storage and shelving systems, pick-up truck caps and tonneau covers, funeral coaches and limousines, specialty industrial parts and expandable foam packaging products, today announced that it intends to offer $550 million aggregate principal amount of senior unsecured notes due 2031 (the "2031 Notes") in a private offering. The 2031 Notes will be guaranteed by certain subsidiaries of the Company. The offering and terms of the 2031 Notes are subject to market and other conditions.

The Company intends to use the net proceeds of the offering (i) to purchase the Company's 7.125% Senior Unsecured Notes due 2026 (the "2026 Notes") that are tendered and accepted for purchase in the cash tender offer (the "Tender Offer") being commenced concurrently with the offering of the 2031 Notes, (ii) to pay related fees and expenses, (iii) to the extent that less than all of the outstanding 2026 Notes are tendered and accepted for purchase in the Tender Offer, to satisfy and discharge the indenture governing the 2026 Notes and redeem at par on April 15, 2024 the 2026 Notes that remain outstanding following the consummation of the Tender Offer. Upon satisfaction and discharge of the indenture governing the 2026 Notes, the Company will no longer be subject to covenants in the indenture governing the 2026 Notes.

The 2031 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 2031 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, nor shall there be any sale of the 2031 Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.  This press release shall not constitute an offer to purchase or the solicitation of an offer to sell the 2026 Notes or a notice of redemption with respect to the 2026 Notes.

ABOUT J.B. Poindexter & Co., Inc.

J.B. Poindexter & Co., Inc. is a privately-held company that designs, manufactures and markets commercial truck bodies, step vans and delivery vehicles, service/utility truck and van bodies, commercial vehicle storage and shelving systems, pick-up truck caps and tonneau covers, funeral coaches and limousines, specialty industrial parts and expandable foam packaging products. Since its formation in the mid-1980s, J.B. Poindexter & Co., Inc. has grown to be a leading manufacturing-focused business. J.B. Poindexter & Co., Inc. operates under a semi-decentralized business model, with eight independent business units.

Forward-Looking Statements

The information presented in this press release includes forward-looking statements and are based on future expectations, plans and prospects for our business and operations that involve a number of risks and uncertainties. These statements often utilize words such as "believes," "estimates," "anticipates," "expects," "expected," "plans," "intends," "may," "will" or "should" and similar expressions. These forward-looking statements include statements related to the Company's intentions regarding the timing and completion of the offering; the intended use of proceeds; the completion of the purchase and the redemption of the 2026 Notes; and other matters. These statements involve risks and uncertainties, and actual results may differ. These risks and uncertainties include, but are not limited to, our ability to consummate the offering, the purchase of the 2026 Notes or the redemption of the 2026 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.

Media contact:
[email protected]

SOURCE J.B. Poindexter & Co., Inc.