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Wabash National Corporation Prices $150 Million of Senior Convertible Notes Due 2018

04/17/2012

LAFAYETTE, Ind. - April 17, 2012 - Wabash National Corporation (NYSE: WNC) today announced that it has priced its offering of $150 million aggregate principal amount of Senior Convertible Notes due 2018.  The Notes will bear interest at the rate of 3.375% per annum from the date of issuance, payable semi-annually on May 1, and November 1, commencing on November 1, 2012.  The closing of the offering is expected to occur on April 23, 2012, subject to the satisfaction of customary closing conditions.  The Notes will be senior unsecured obligations ranking equally with Wabash's existing and future senior unsecured debt. The Notes will be convertible, under certain circumstances, into cash, shares of Wabash's common stock or any combination thereof at Wabash's election, at an initial conversion rate of 85.4372 shares of Wabash common stock per $1,000 in principal amount of Notes, which is equal to an initial conversion price of approximately $11.70 per share.  

Wabash intends to use the net proceeds from the sale of the Notes to fund a portion of the purchase price of its pending acquisition of Walker Group Holdings LLC.  In the event that the acquisition of Walker Group Holdings is not consummated, Wabash intends to use the net proceeds either to fund the redemption of the Notes or for general corporate purposes.

The joint book-running managers for the offering are Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC. BMO Capital Markets Corp. and RBS Securities Inc. are acting as co-managers for the offering.  The offering was made pursuant to an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC"). A copy of the prospectus and related prospectus supplement may be obtained from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014-4606, Attention: Prospectus Department, or via email to prospectus@morganstanley.com or from Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department, or via email to cmclientsupport@wellsfargo.com or by telephone request to 800-326-5897.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectus supplement and the accompanying prospectus.

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, Wabash 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®, FreightProTM, Eagle® and BensonTM brand names. Wabash 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.

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 are subject to risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Readers should review and consider the various disclosures made by the Company in its filings with the Securities and Exchange Commission, including the risks and uncertainties described therein.

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

Investor Relations
(765) 771-5310


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