Hennessy Announces Closing of its Business Combination with Blue Bird
Press release from the issuing company
Wednesday, February 25th, 2015
Hennessy Capital Acquisition Corp. today announced the completion of its previously announced acquisition of School Bus Holdings, Inc., which, through its subsidiaries, conducts its business under the “Blue Bird” name, from The Traxis Group B.V., which is majority owned by funds affiliated with Cerberus Capital Management, L.P. Cerberus affiliates will continue to own approximately 58% of the outstanding common shares (including shares issuable upon consummation of the pending public warrant exchange offer and sponsor warrant exchange and excluding shares issuable upon conversion of the Company’s Series A Preferred Stock and shares issuable upon exercise of unsurrendered warrants). The business combination was approved at Hennessy’s special meeting of stockholders that concluded on February 23, 2015. Blue Bird is the leading independent designer and manufacturer of school buses, with more than 550,000 buses sold since its formation in 1927. As part of the transaction, Hennessy changed its name to Blue Bird Corporation.
The Company expects that effective Wednesday, February 25, 2015, the Company will be publicly traded on NASDAQ under common stock ticker symbol “BLBD,” and the ticker symbol for the Company’s warrants will be “BLBDW.”
“We are thrilled to have completed our business combination with Blue Bird,” said Daniel J. Hennessy, the former Chairman and Chief Executive Officer of Hennessy, who will assume the role of Vice Chairman of the combined company. “Blue Bird is an iconic brand that has demonstrated significant growth momentum. We are excited by the prospects for continued growth as management executes on their strategy.”
The Company will have a new Board of Directors that will bring in six members of Blue Bird’s existing board. Chan Galbato, CEO of Cerberus Operations and Advisory Company, LLC, who has served as non-executive Chairman of the Blue Bird Board of Directors since 2009, will continue in that capacity with the combined company.
Phil Horlock, President and Chief Executive Officer of Blue Bird, will continue to serve in those roles and will hold a seat on the new board. The remainder of the Blue Bird management team will also remain in place and are committed to continuing to deliver outstanding customer service, support and value. The Company will remain located in Fort Valley, Georgia.
“Today is an exciting day for Blue Bird and marks a new chapter in our history,” commented Phil Horlock. “We have a strong reputation for product quality as our focus has always been to build the world’s finest school bus. Our passion for safety, quality, durability and serviceability runs through our entire workforce and can be seen in the industry-leading buses we produce every day. We will continue to pursue new opportunities that drive customer satisfaction, growth and profitability.”
Chan Galbato stated, “Blue Bird is led by an experienced and committed management team that is focused on delivering results and maintaining great relationships with customers, dealers, employees and shareholders. We look forward to working together to drive continued growth in shareholder value.”
Hennessy was advised by Sidley Austin LLP and Ellenoff Grossman & Schole LLP as legal counsel with BMO Capital Markets Corp., Stifel, Nicolaus & Company Incorporated and XMS Capital Partners, LLC as financial advisors. Blue Bird was advised by Schulte Roth & Zabel LLP and Lowenstein Sandler LLP as legal counsel with Evercore as financial advisor.


