PROSPECTUS SUMMARY
This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you
should read carefully the entire prospectus, including the risk factors, and the documents incorporated herein by reference.
Background
We (formerly Hennessy Capital Acquisition Corp.) were incorporated in Delaware on September 24, 2013 as a special purpose acquisition
company, or SPAC. On February 24, 2015, we consummated a business combination (the Business Combination), pursuant to which we acquired all of the outstanding capital stock of School Bus Holdings Inc. (School Bus
Holdings) from The Traxis Group, B.V. (Traxis), in accordance with a purchase agreement, dated as of September 21, 2014, by and among us, Traxis and Hennessy Capital Partners I LLC, as amended on February 10, 2015 and
February 18, 2015 (the Purchase Agreement). Pursuant to the Purchase Agreement, the total purchase price was paid in a combination of cash in the amount of $100.0 million and 12,000,000 shares of Common Stock.
In connection with the closing of the Business Combination, we changed our name from Hennessy Capital Acquisition Corp. to Blue Bird
Corporation. Unless expressly stated otherwise in this prospectus, Blue Bird Corporation shall be referred to as Blue Bird or the Company, and includes its consolidated subsidiaries. Upon consummation of the closing, we
increased the size of our board of directors and School Bus Holdings executive officers became our executive officers.
Any
description of our business herein or in the documents incorporated herein by reference describes the business historically operated by School Bus Holdings and its subsidiaries under the Blue Bird name as an independent enterprise prior
to the Business Combination and as subsidiaries of Blue Bird Corporation (formerly Hennessy Capital Acquisition Corp.) after the Business Combination.
Pursuant to a Purchase and Sale Agreement, dated as of May 26, 2016 (the Purchase and Sale Agreement), by and among Traxis,
ASP BB Holdings LLC, a Delaware limited liability company (ASP), and us, Traxis sold to ASP all of the 12,000,000 shares of Common Stock of the Company owned by Traxis. We did not receive any proceeds from that transaction.
Pursuant to a Subscription Agreement, dated as of December 15, 2021 (the Subscription Agreement) by and among Coliseum
Capital Partners, L.P., Blackwell Partners LLC Series A (and together with Coliseum Capital Partners L.P., the Subscribers) and us, we sold to the Subscribers an aggregate of 4,687,500 shares of Common Stock, for aggregate gross
proceeds of $75 million.
Our Company
We are the leading independent designer and manufacturer of school buses. Our longevity and reputation in the school bus industry have made
Blue Bird an iconic American brand. We distinguish ourselves from our principal competitors by dedicating our focus to the design, engineering, manufacture and sale of school buses, and related parts. As the only principal 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, efficiency, and lower operating costs. In addition, Blue
Bird is the market leader in alternatives to diesel-powered applications with its propane-powered, gasoline-powered, compressed natural gas-powered, and
all-electric-powered school buses. We manage our business in two operating segments, which are also our reportable segments: (i) the Bus segment, which involves the design, engineering, manufacture and
sales of school buses and extended warranties; and (ii) the Parts segment, which includes the sale of replacement bus parts. Financial information is reported on the basis that it is used internally by the chief operating decision maker in
evaluating segment performance and deciding how to allocate resources to segments.
Our principal executive offices are located at 3920
Arkwright Road, Suite 200, Macon, Georgia and our telephone number is (478) 822-2801.
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