Blue Bird Corporation Announces Mandatory Conversion of All Outstanding 7.625% Series A Convertible Preferred Stock
Wednesday, November 28th, 2018
Blue Bird Corporation announced the exercise of the Company’s right to convert all outstanding shares of its 7.625% Convertible Cumulative Preferred Stock, Series A (“Series A Preferred Stock”) into shares of common stock, $0.0001 per share, of the Company (“Common Stock”), subject to a beneficial ownership limitation which prohibits the Company from effecting a conversion of Series A Preferred Stock to the extent that, after giving effect to such conversion, the holder of the Series A Preferred Stock would beneficially own in excess of 9.99% of the outstanding Common Stock (the “Beneficial Ownership Limitation”), unless such holder waives the limitation upon 65 days’ notice to the Company.
On October 22, 2018, the volume weighted average price of the Company’s Common Stock as reported by Bloomberg was $19.27, which marked the 20th consecutive trading day (following the commencement date of the Company’s potential right to convert) in a period of 30 consecutive trading days that the volume weighted average price of the Common Stock closed above $16.22 (which is equal to 140% of the conversion price of $11.5851 currently in effect), triggering the right of the Company to mandatorily convert, subject to the Beneficial Ownership Limitation, all shares of Series A Preferred Stock into shares of Common Stock in accordance with the provisions of the Certificate of Designations of the Series A Preferred Stock. The effective date of the conversion will be November 13, 2018 (the “Conversion Date”), which is the 15th trading day following the date of this press release.
On the Conversion Date the holder of the Series A Preferred Stock will receive approximately 799,615 shares of Common Stock for the shares of Series A Preferred Stock being mandatorily converted (based on the conversion rate of 8.6318 shares of Common Stock for each share of Series A Preferred Stock being mandatorily converted). There are currently 92,636 shares of Series A Preferred Stock issued and outstanding, and the Company will convert 92,636 shares of Series A Preferred Stock. No fractional shares of Common Stock will be issued upon conversion of the Series A Preferred Stock and, instead, cash will be paid in lieu of any fractional shares of Common Stock based on the closing price of the Common Stock on November 13, 2018.
The Company paid its last dividend on the Series A Preferred Stock in the amount of $181,220.83 per share of Series A Preferred Stock on September 15, 2018 to holders of record of the Series A Preferred Stock as of August 15, 2018. No dividend will be declared or paid on the Series A Preferred Stock for the interim period between September 15, 2018 and the Conversion Date.
On and after the Conversion Date, dividends shall cease to accrue on the shares of Series A Preferred Stock called for conversion and all rights of the holders of such shares of Series A Preferred Stock shall terminate except for the right to receive the number of whole shares of Common Stock issuable upon conversion of the Series A Preferred Stock and cash in lieu of any fractional shares of Common Stock, as described above.