BCD Acquisition Inc. Announces Pricing of Private Offering of Senior Secured Notes to Finance Acquisition of American Trailer Works, Inc.

MT. PLEASANT, Texas--()--BCD Acquisition Inc. (the "Company"), a company controlled by investment funds affiliated with Bain Capital Private Equity and the parent company of Big Tex Trailers, Inc., today announced that it has priced its previously announced private offering of $670.0 million aggregate principal amount of 9.625% senior secured notes due 2023 (the “Notes”). The Notes were priced at par. The offering of the Notes is expected to close on August 24, 2016.

The Company intends to use the proceeds from the issuance and sale of the Notes, together with an equity contribution, to finance its previously announced acquisition of American Trailer Works, Inc. (“ATW”), refinance the Company’s and ATW’s existing indebtedness, and pay the related fees and expenses of such transactions. The closing of the acquisition of ATW is expected to occur concurrently with, and is a condition to, the closing of the offering of the Notes.

The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This communication contains forward-looking statements that may state the Company’s or its management’s intentions, beliefs, expectations or predictions for the future. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “will,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms. Although the Company believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, whether the acquisition of ATW and the issuance of the Notes will be consummated.

Contacts

Media:
Brittani Guerra, +1 903-285-9017
brittani.guerra@bigtextrailers.com

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