J.B. Poindexter & Co., Inc. Announces Cash Tender Offer and Consent Solicitation

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Mar 19, 2012, 06:00 ET

HOUSTON, March 19, 2012 /PRNewswire/ -- J.B. Poindexter & Co., Inc. ("Poindexter") today announced that it has initiated a tender offer to purchase for cash any and all of its issued and outstanding 8 3/4% Senior Notes due 2014 (the "Notes"). In conjunction with the tender offer, Poindexter is soliciting consents ("Consents") to the adoption of certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions.

The pricing terms for the tender offer and consent solicitation are set forth below.

CUSIP No.	ISIN No.	Outstanding Principal Amount	Title of Security	Purchase Price(1)(2)	Consent Payment (1)(2)	Total Consideration (1)
730481AE8	US730481AE87	$159,315,000	8 3/4% Senior Notes due 2014	$1,000.00	$2.50	$1,002.50

(1) Per $1,000 principal amount of Notes and excluding Accrued Interest (as defined below), which will be paid in addition to the Total Consideration or Purchase Price, as applicable, up to the applicable payment date. (2) Included in Total Consideration.

The tender offer is currently scheduled to expire at 11:59 P.M., New York City time, on April 16, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Date"). Holders of Notes must validly tender (and not validly withdraw) their Notes and validly deliver (and not validly revoke) their corresponding Consents at or prior to 5:00 P.M., New York City time, on March 30, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Consent Time"), to be eligible to receive the Total Consideration per $1,000 principal amount of Notes tendered, which includes a Consent Payment per $1,000 principal amount of Notes tendered, as set forth in the table above. Holders who tender their Notes after the Consent Time and on or prior to the Expiration Date will be eligible to receive the Purchase Price per $1,000 principal amount of Notes tendered set forth in the table above, but not the Consent Payment. Tendered Notes may be withdrawn (thereby revoking the corresponding Consent) at or prior to 5:00 P.M., New York City time, on March 30, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Withdrawal Deadline") but may not thereafter be withdrawn or revoked. Poindexter may extend the Consent Time without extending the Withdrawal Deadline. A Holder cannot deliver a Consent without tendering its corresponding Notes or tender its Notes without delivering a corresponding Consent.

Upon the terms and subject to the conditions described in the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent, each dated as of the date hereof, payment for the Notes accepted for purchase will be made (i) with respect to Notes validly tendered and not validly withdrawn at or prior to the Consent Time, following the Consent Time and promptly following the satisfaction or waiver of each of the conditions to the tender offer (described in greater detail below) (such payment is currently expected to be on or about April 2, 2012, unless the Consent Time is extended), and (ii) with respect to Notes validly tendered after the Consent Time and on or prior to the Expiration Date, promptly following the Expiration Date (such payment is currently expected to be on or about April 17, 2012, unless the tender offer is extended). Poindexter reserves the right to waive any and all conditions of the tender offer, in whole or in part. In addition to the Total Consideration or Purchase Price, as applicable, holders of Notes tendered and accepted for payment will receive accrued and unpaid interest on such Notes from the last interest payment date for the Notes up to, but not including, the applicable payment date.

Notwithstanding any other provisions of the tender offer, Poindexter's obligation to accept for purchase and pay for any Notes validly tendered pursuant to the tender offer and to accept any Consent validly delivered in connection with the solicitation is conditioned upon the following having been satisfied or having been waived by Poindexter in its sole discretion:

the timely receipt of the Consents at or prior to the Consent Time from holders of at least a majority of the outstanding aggregate principal amount of the Notes held by persons other than Poindexter or affiliates of Poindexter;
the valid execution of a supplemental indenture to the indenture relating to the Notes providing for the adoption of certain proposed amendments to such indenture to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions;
the receipt by Poindexter of net proceeds from a financing on terms and conditions satisfactory to Poindexter, which will be sufficient to fund the Total Consideration in respect of all Notes (regardless of the actual amount of any Notes tendered) and to pay estimated fees and expenses relating to the tender offer and solicitation;
there being, at the Consent Time, validly tendered and not validly withdrawn at least a majority of the outstanding aggregate principal amount of Notes; and
the satisfaction of certain other customary conditions.

Following the payment for Notes validly tendered pursuant to the terms of the tender offer, Poindexter currently intends, but is not obligated, to call for redemption any Notes that remain outstanding after consummation of the tender offer.

This press release is not an offer to purchase or a solicitation of an offer to sell any securities, including the Notes. The tender offer will only be made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent.

The purpose of the Tender Offer is to refinance Poindexter's outstanding 8¾% Senior Notes due 2014. Poindexter expects to fund purchases pursuant to the Tender Offer with the net proceeds from a financing on terms and conditions satisfactory to Poindexter. This press release is not an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be any offer or sale of any securities by Poindexter in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer and sale of the securities to be issued in such financing will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The complete terms and conditions of the tender offer are set forth in an Offer to Purchase and Consent Solicitation Statement that is being sent to holders of the Notes. Holders are urged to read that document and the related Letter of Transmittal and Consent carefully before making any decision with respect to the tender offer and consent solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes (thereby providing the related Consents), and if they decide to do so, the principal amount of the Notes to tender. Holders may obtain copies of the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent from the Information Agent and Tender Agent for the tender offer, D. F. King & Co., Inc., at (212) 269-5550 (collect, for banks and brokers only) and (800) 755-7250 (toll free).

J.P. Morgan Securities LLC is the Dealer Manager for the tender offer and Solicitation Agent for the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to J.P. Morgan Securities LLC at (800) 245-8125 (toll free) and (212) 270-0761 (collect).

None of Poindexter, the Dealer Manager and Solicitation Agent, the Information Agent and Tender Agent or any other person makes any recommendation as to whether holders of Notes should tender their Notes (thereby providing the related Consents), and no one has been authorized to make such a recommendation.

J.B. Poindexter & Co., Inc. is a privately held company that designs, manufactures and markets commercial truck bodies, specialty oil and gas industry equipment, step vans, pickup truck caps and tonneaus, funeral coaches and limousines and expanded foam packaging. Since its formation in the mid-1980s, J.B. Poindexter & Co., Inc. has grown to be a manufacturing-focused business with four of its six operating units having leading market shares in their respective industries in the United States and Canada.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes statements that are, or may be deemed to be, ''forward-looking statements.'' These forward-looking statements often include words such as "believes," "estimates," "anticipates," "expects," "plans," "intends, "may," "will" or "should" and similar expressions. Forward-looking statements include statements regarding Poindexter's intentions, beliefs or current expectations concerning, among other things, its results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which it operates.

Although Poindexter believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from Poindexter's expectations include, among others, such things as:

continued availability of capital and financing;

general economic, market or industry conditions;
changes in applicable laws or regulations;
acquisitions and other business opportunities (or lack thereof) that may be pursued by Poindexter;
other factors, which may be beyond Poindexter's control; and
the risk factors discussed in Poindexter's annual report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on February 23, 2012.

These forward-looking statements are made based upon Poindexter's expectations and beliefs concerning future events impacting Poindexter and therefore involve a number of risks and uncertainties. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Poindexter cautions you that forward-looking statements are not guarantees of future performance and that Poindexter's actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ materially and adversely from those made in or suggested by the forward-looking statements contained in this offering memorandum.

You should read carefully the factors described in the "Risk factors" section of Poindexter's annual report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on February 23, 2012 to better understand the risks and uncertainties inherent in Poindexter's business and underlying any forward-looking statements.

Any forward-looking statements that Poindexter makes in this press release speak only as of their respective dates, and Poindexter undertakes no obligation to review, revise or update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, and such comparisons should only be viewed as historical in nature.

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