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Wabash National Corporation Completes Acquisition of Walker Group Holdings, LLC

05/08/2012

Market Leading Manufacturer of Liquid Transportation Systems and Engineered Products

LAFAYETTE, IN - May 8, 2012 - Wabash National Corporation (NYSE: WNC) today completed its previously announced acquisition of Walker Group Holdings, LLC ("Walker"), a leading producer of liquid transportation systems and engineered products based in New Lisbon, Wisconsin, for an all-cash purchase price of $360 million, subject to customary post-closing adjustments.


Commenting on the transaction, Wabash National's President and Chief Executive Officer, Richard Giromini said, "I am pleased to formally welcome Walker's leadership team and associates to Wabash National.  The acquisition brings together two complementary, leading transportation equipment organizations.  The addition of Walker to our Diversified Products segment further advances our diversification efforts and bolsters our growth platform into higher margin products."


Concurrently with the closing of the Walker acquisition, Wabash also successfully entered into two senior secured credit facilities, consisting of a seven year, $300 million Term Loan B and an Amended and Restated $150 million five year revolving credit facility.   Proceeds from the term loan and Wabash's issuance of 3.375% Senior Convertible Notes due 2018, previously announced on April 17, 2012, were used to finance the acquisition and related fees and expenses. 


The revolving credit facility, which amended certain terms of Wabash's revolving credit facility completed on June 28, 2011, includes a group of lenders led by Wells Fargo Capital Finance, LLC, part of Wells Fargo & Company, acting as administrative agent and joint lead arranger and joint lead book runner with RBS Citizens Business Capital, a division of RBS Citizens, N.A.  The amended facility adjusts the Company's borrowing capacity under its previous credit facility from $175 million to $150 million, subject to a borrowing base, and will reduce borrowing costs relative to the previous facility. The new facility also will provide an option to increase the total facility borrowing capacity up to $200 million, subject to a borrowing base and lender agreement.


The Term Loan B was completed with Morgan Stanley Senior Funding, Inc. acting as joint lead arranger, joint bookrunner, administrative agent, and collateral agent and Wells Fargo Securities, LLC, acting as joint lead arranger and bookrunner.   GE Capital Markets, Inc., and BMO Capital Markets served as co-managers on the transaction.  The Loan was priced at a spread of 475 basis points over LIBOR, subject to a LIBOR "floor" of 125 basis points, and was issued with original issue discount at 99.


Commenting on the completion of the acquisition financing, Mark Weber, Chief Financial Officer, said, "We are extremely pleased with the reception Wabash's financings received in both the debt and equity capital markets and believe we have now put in place a capital structure for Wabash that not only supports the Walker acquisition, but also provides the Company with substantial flexibility and liquidity throughout the terms of these issuances. We are very excited to have completed this transaction, and look forward to integrating best practices and implementing strategic growth initiatives across the combined entity."


About Wabash National Corporation

Headquartered in Lafayette, Indiana, Wabash National® Corporation (NYSE: WNC) is one of the leading manufacturers of semi trailers in North America. Established in 1985, the Company specializes in the design and production of dry freight vans, refrigerated vans, flatbed trailers, drop deck trailers, dump trailers, truck bodies and intermodal equipment. Its innovative core products are sold under the DuraPlate®, ArcticLite®, FreightPro®, Eagle® and Benson® brand names. The Company operates two wholly owned subsidiaries: Transcraft® Corporation, a manufacturer of flatbed, drop deck and dump trailers as well as truck bodies; and Wabash National Trailer Centers, trailer service centers and retail distributors of new and used trailers and aftermarket parts throughout the U.S.

About Walker Group Holdings LLC

Headquartered in New Lisbon, Wisconsin, Walker Group Holdings, is a leader in designing and manufacturing high-quality, stainless steel products for the dairy, chemical, food and beverage, aviation, personal care, pharmaceutical, sanitary, energy, and nuclear industries. Its innovative products are sold under the Walker Transport, Brenner Tank, Garsite, Progress Tank, Tri State Tank, Bulk Tank International, Walker Defense Group, Walker Barrier Systems, Walker Engineered Products, and Extract Technology Ltd. brand names. To learn more, visit www.walkerstainless.com or www.wabashnational.com.

Safe Harbor Statement

This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company's current expectations or forecasts of future events. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, statements regarding our expectations from the Walker acquisition, our capital structure, and the needs of the Company in the future. These and the Company's other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include the uncertain economic conditions including the possibility that demand expectations may not result in order increases for us, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials, risks in implementing and sustaining improvements in our manufacturing capacity and cost containment, dependence on industry trends and timing and benefit of anticipated transactions. Readers should review and consider the various disclosures made by the Company in this press release and in the Company's reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

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Press Contact: Tom Rodak
Director of Corporate Marketing
(765) 771-5555
  
Investor Relations:
(765) 771-5310

 

HUG#1609931

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