Hennessy Capital Acquisition Corp. (Nasdaq:HCAC) (Nasdaq:HCACU)
(Nasdaq:HCACW) ("HCAC" or the "Company") today announced that it
has reached an agreement in principle with Coliseum Capital
Management, LLC ("Coliseum"), pursuant to which Coliseum would
purchase $25 million in shares of common stock and $10 million in
shares of preferred stock at or prior to the closing of the
Company's previously announced acquisition of School Bus Holdings,
Inc., which, through its subsidiaries, conducts its business under
the "Blue Bird" name (the "Business Combination"). The net proceeds
from the sale of preferred stock, and any common stock issued in a
private placement to Coliseum, will be used to finance a portion of
the cash purchase price in the Business Combination.
The agreement in principle contemplates that Adam Gray, a
managing partner of Coliseum Capital Management, will become a
member of the board of directors effective as of the closing of the
Business Combination. Assuming approval of the charter
proposals at the HCAC special meeting of stockholders to be held on
February 20, 2015 (the "Special Meeting"), Mr. Gray will be
appointed to serve as a Class II director until the 2016 annual
meeting of stockholders. Kevin Charlton, President and Chief
Operating Officer of HCAC and a current HCAC director, has agreed
to resign from the HCAC board effective as of the closing of the
Business Combination in order to make a position available for Adam
Gray.
Adam Gray is a managing partner of Coliseum Capital Management,
a private firm that makes long-term investments in both public and
private companies, which he co-founded in December 2005. He also
serves as non-executive Chairman of Redflex Holdings Limited and on
the boards of directors of both New Flyer Industries, Inc. and Uno
Restaurant Holdings Corporation. Mr. Gray served on the board of
directors of DEI Holdings, Inc. from February 2009 until its sale
in June 2011, and on the board of directors of Benihana Inc. from
September 2010 until its sale in August 2012. Previously, he held
executive positions at Burger King Corp and Metromedia Restaurant
Group.
HCAC also expects to enter into a registration rights agreement
that will provide for the registration of the common stock issuable
to Coliseum, if any, and the preferred stock, including the common
stock into which the preferred stock is convertible, subject to
customary terms and conditions.
The preferred stock and common stock issuable to Coliseum are to
be offered and sold pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act"). Such common stock, preferred stock and the
shares of Company common stock into which the preferred stock is
convertible have not been registered under the Securities Act, or
any state securities laws, and unless so registered, 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 does not constitute an
offer to sell or the solicitation of an offer to buy any security
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.
About Hennessy Capital Acquisition Corp.
Hennessy Capital Acquisition Corp. is a special purpose
acquisition company (SPAC) founded by Daniel J. Hennessy and formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. The Company's
acquisition and value creation strategy will be to identify,
acquire and, after its initial business combination, to build, a
diversified industrial manufacturing or distribution business.
About Blue Bird
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.
Additional Information about the Business
Combination
HCAC has filed with the U.S. Securities and Exchange Commission
(the "SEC") a definitive proxy statement in connection with the
Business Combination and other matters and, beginning on January
21, 2015, mailed the definitive proxy statement and other relevant
documents to HCAC stockholders as of the January 2, 2015 record
date for the Special Meeting. HCAC stockholders and other
interested persons are advised to read the definitive proxy
statement and any other relevant documents (including the
supplement to the definitive proxy statement, dated February 10,
2015) that have been or will be filed with the SEC in connection
with HCAC's solicitation of proxies for the Special Meeting because
these documents will contain important information about HCAC,
School Bus Holdings Inc. and the Business Combination. Stockholders
may also obtain a free copy of the definitive proxy statement, as
well as other relevant documents that have been or will be filed
with the SEC (including the supplement to the definitive proxy
statement, dated February 10, 2015), without charge, at the SEC's
website located at www.sec.gov or by directing a request to Daniel
J. Hennessy, Chairman and Chief Executive Officer, 700 Louisiana
Street, Suite 900, Houston, Texas, 77002, (312) 876-1956.
Participants in the Solicitation
HCAC and its directors and executive officers and other persons
may be deemed to be participants in the solicitations of proxies
from the HCAC stockholders in respect of the Business Combination
and the other matters set forth in the definitive proxy statement.
Information regarding HCAC's directors and executive officers and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in HCAC's definitive proxy
statement for the Business Combination, which has been filed with
the SEC.
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. All statements, other
than statements of historical facts, included in this press release
that address activities, events or developments that HCAC expects
or anticipates will or may occur in the future are forward-looking
statements and are identified with, but not limited to, words such
as "believe" and "expect". These statements are based on certain
assumptions and analyses made by HCAC in light of its experience
and its perception of historical trends, current conditions and
expected future developments as well as other factors it believes
are appropriate in the circumstances. Actual results may differ
materially from those expressed herein due to many factors such as,
but not limited to, the ability to satisfy closing conditions for
the Business Combination, including stockholder and other
approvals, the ability of HCAC and Coliseum to agree upon the terms
of definitive documentation reflecting their agreement in
principle, the performances of HCAC and Blue Bird, the ability of
the combined company to be successful in its appeal of the
delisting determination by the staff of the Listing Qualifications
Department of the Nasdaq Stock Market and to meet the Nasdaq
Capital Market's listing standards, including having the requisite
number of stockholders, and the risks identified in HCAC's prior
and future filings with the SEC (available at www.sec.gov),
including HCAC's definitive proxy statement filed in connection
with the Business Combination (and the supplement to the definitive
proxy statement, dated February 10, 2015) and HCAC's final
prospectus dated January 16, 2014. These statements speak only as
of the date they are made and HCAC undertakes no obligation to
update any forward-looking statements contained herein to reflect
events or circumstances which arise after the date of this press
release.
CONTACT: Kevin Charlton
+1 (917) 743-8084
kcharlton@hennessycapllc.com
Daniel J. Hennessy
+1 (312) 876-1956
dhennessy@hennessycapllc.com
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