Form 8-K Blue Bird Corp For: Sep 27

September 27, 2017 4:13 PM




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


 CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 23, 2017

BLUE BIRD CORPORATION
(Exact name of registrant as specified in its charter)

 
 
 
Delaware
001-36267
46-3891989
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
402 Blue Bird Boulevard
Fort Valley, Georgia 31030
31030
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (478) 822-2801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¬
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¬
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¬
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¬
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company: [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: [ ]






ITEM 1.01
ENTRY INTO A MATERIAL DEFINITVE AGREEMENT

On September 23, 2017, Blue Bird Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Coliseum Capital Partners, L.P. (“CCP”), Coliseum Capital Partners II, L.P. (“CCP II”), Blackwell Partners, LLC - Series A (“Blackwell”), Coliseum School Bus Holdings, LLC (“School Bus Holdings” and, together with CCP, CCP II, and Blackwell, the “Sellers” and each, individually, a “Seller”), pursuant to which the Sellers agreed to sell and the Company agreed to purchase all of (i) the shares of common stock, par value $0.0001 (the “Common Stock”) of the Company, (ii) the shares of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share, and (iii) the warrants to acquire Common Stock, in each case, owned by the Sellers (the “Transaction Securities”). The Company agreed to acquire the Transaction Securities for an aggregate purchase price of $32,113,843.36, reflecting a price per share of Common Stock of $18.65.

The Sellers are party to that certain letter agreement, dated as of February 18, 2015 (the “Letter Agreement”), with The Traxis Group B.V., pursuant to which Mr. Adam Gray was appointed to the board of directors of the Company (the “Board”) as a representative of the Sellers. Pursuant to the Purchase Agreement, in connection with the closing of the Company’s acquisition of the Transaction Securities, effective today, (i) each Seller waives any and all rights under the Letter Agreement and (ii) Mr. Gray will resign from the Board.


ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b) The information included under Item 1.01 of this Current Report on Form 8-K is also incorporated into this Item 5.02 by reference.


ITEM 8.01
OTHER EVENTS

On September 26, 2017, the Company issued a press release announcing its entry into the Purchase Agreement, a copy of which release is furnished herewith as Exhibit 99.1.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit Number
 
Description
99.1
 
 
Press Release of the Company, dated September 26, 2017







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
BLUE BIRD CORPORATION
 
 
By:
/s/ Paul Yousif
 
Name:
Paul Yousif
Title:
Vice President
Dated: September 27, 2017






EXHIBIT INDEX

Exhibit Number
 
Description
 
 
Press Release of the Company, dated September 26, 2017
 
 
 
 








bba04.jpg
BLUE BIRD ANNOUNCES STOCK REPURCHASE AGREEMENT WITH
COLISEUM CAPITAL

Fort Valley, GA, September 26, 2017 - Blue Bird Corporation (“Blue Bird”) (Nasdaq: BLBD), the leading independent designer and manufacturer of school buses, today announced that it has entered into a Securities Repurchase Agreement with investment funds managed by Coliseum Capital Management, LLC. Under the terms of the Securities Repurchase Agreement, Blue Bird has agreed to purchase all of Coliseum’s shares of common stock, its shares of the Company’s preferred stock, and its warrants to acquire common stock. The Company agreed on an aggregate purchase price of $32.1 million, reflecting a price per share of common stock of $18.65. Blue Bird will fund the repurchase with cash on hand. The share repurchase is made pursuant to Blue Bird’s existing share repurchase program of up to $50 million.

Effective upon the closing of the Company’s acquisition of the Transaction Securities, Adam Gray, Managing Partner at Coliseum Capital Management, will resign from the Blue Bird Board. “It has been exciting to help an iconic brand go public and to support an outstanding management team's vision and mission,” said Adam Gray. “It has been a pleasure to have worked with American Securities in their stewardship of the company and we are delighted with the growth in shareholder value we have realized since our initial investment in February 2015. I look forward to seeing Blue Bird continuing to grow and thrive.”

“We appreciate the support that Adam Gray and Coliseum have provided to Blue Bird over the past few years,” said Phil Horlock, President and CEO of Blue Bird. “Adam has contributed significantly in his capacity as a director on the Board and we are pleased that Coliseum has realized a significant return on its investment.”

Blue Bird will continue its share repurchase program and will provide a progress update at its fourth quarter earnings conference call in December.

About Blue Bird Corporation

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.


Contact:
Mark Benfield
Investor Relations & Government Affairs
(478) 822-2315
Mark.Benfield@blue-bird.com



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