J.B. POINDEXTER & CO., INC.

Offer to Purchase for Cash
Any and All Outstanding 7.125% Senior Notes Due 2026
CUSIP Numbers / ISINs:
144A: 730481AJ7 / US730481AJ74
Reg S: U7264XAA8 / USU7264XAA82

THE OFFER (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 12, 2023, UNLESS EXTENDED BY THE ISSUER (AS DEFINED BELOW) IN ITS SOLE DISCRETION (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION TIME”) OR UNLESS EARLIER TERMINATED. TENDERED NOTES (AS DEFINED BELOW) MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE WITHDRAWAL DEADLINE (AS DEFINED BELOW). HOLDERS (AS DEFINED BELOW) OF NOTES MUST VALIDLY TENDER THEIR NOTES AT OR BEFORE THE EXPIRATION TIME, BUT NOT AFTER, OR COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES DESCRIBED HEREIN, TO BE ELIGIBLE TO RECEIVE THE NOTES CONSIDERATION (AS DEFINED BELOW), PLUS ACCRUED INTEREST (AS DEFINED BELOW). THE OFFER IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS, INCLUDING THE FINANCING CONDITION (AS DEFINED BELOW) AS SET FORTH UNDER THE HEADING “TERMS OF THE OFFER—CONDITIONS TO THE OFFER.”

 

Title of Security CUSIP Numbers / ISINs Principal Amount Outstanding

7.125% Senior Notes due 2026

Rule 144A: 730481AJ7 / US730481AJ74

Reg S: U7264XAA8 / USU7264XAA82

$550,000,000

To view copies of the Tender Offer documents please click on the links below

Offer to Purchase

Notice of Guaranteed Delivery


CONTACT INFORMATION

              The Information Agent and Tender Agent for the Offer is:

D.F. KING & CO., INC.

By Regular, Registered or Certified Mail;
Hand or Overnight Delivery:

48 Wall Street, 22nd Floor
New York, NY 10005

Banks and Brokers call: (212) 269-5550
Toll-free: (800) 347-4750
Email: jbpco@dfking.com
Facsimile (For Eligible Institutions Only): (212) 709-3328
Confirmation: (212) 232-3233
Attn: Michael Horthman

Any questions or requests for assistance or additional copies of this Offer to Purchase or other related materials may be directed to the Information Agent at the address and telephone numbers set forth above. Beneficial owners also may contact the Dealer Manager at the address and telephone number set forth below or their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Dealer Manager for the Offer is:

J.P. Morgan Securities LLC

383 Madison Avenue, 6th Floor
New York, New York 10179
U.S. Toll Free: (866) 834-4666
Collect: (212) 834-4087
Attention: Liability Management Group