EFTA01369729.pdf

Hennessy Capital Acquisition Corp.'s acquisition of Blue HENNESSY Bird Corporation The Blue Bird value proposition Transaction overview Summary of deal terms Overview Structure - Public flotation of Blue Bird An Conic school bus brand. - 5100mm in cash and 12mm HCAC shares valued at headed by an engaged and • Hennessy Capital Acquisition Corp. ("HCAC) acquired all of the 5120mm, was revised from 5255mm at announcement, committed leadership team with outstanding capital stock of School Bus Holdings Inc.. the indirect which included $140mm in cash and 11.5mm in shares a proven ability to drive parent company of Blue Bird Corporation (-Blue Bird) - Raised through issuance of 500000 Convertible productivity, growth and free Consideration Preferred Stock, sale of 2 5mm HCAC shares to • Entity listed on the NASDAQ post business combination and took the cash now Coliseum and 1mm shares to Overland Advisors under name of Blue Bird Corporation - 102.750 shares were transferred by the sponsor as Substantial growth opportunities • Hennessy Capital's securities are traded on NASDAQ under symbols utilization fee to the Backstop Commitment Investor from both domestic industry HCAC. HCACU and HCACW and will convert to BLBD and BLBDW - Sponsor issued 943.453 shares in exchange of Warrants recovery and market share after the closing of the business combination 9,434,538 placement warrants gains in existing and new - 98% of shares voted in favor (2% against) markets Approval - -7.5m shares were redeemed including 1.9m sponsor • Transaction value of 5461mm shares - 6.9x FV2014 Adjusted EBITDA of 567mm Management - Led by President & CEO of Blue Bird. PM Hodock Attractive valuation that is well - 6.1x to 6.4x FY2015E Adjusted EBITDA of 572 to 575mm - Chan Galbato. Daniel Hennessy. Gurminder Beds. positioned relative to public Board of Dennis Donovan, Alan Schumacher. Adam Gray. Phil market comparables directors Horlock. Dev Kapadia and James Marcotuli Lock-up 180 days Strong support from a committed sponsor with Pro-forma capitalization table Pro-forma ownership structure significant equity rollover PP2014A Assumes no conversion of Assumes conversIOn Of Cash on balance sheet 517 preferred stock° pretiond Stair s Share + warrant performance i...cmnscen Common (beginning 1 , pre- stock (MM) stock (mm) announCeMent) Total debt! ' 221 Certenss wheat& 12.0 580% 120 480% Convertible preferred stock 50 Announce ire HCAC Public slockholdere' 43 20 7% 43 17 1% 44.4% Market equity capitalizationtbi 207 15.0 1.8 8 8% 18 7 3% HCAC Sponsoe 14.0 Total capitalization t.). 13.0 Pro forma enterprise value Backstop investor 2.6 12 6% 26 104% .§ 12.0 PPE "ebtrrert invester 00 0 0% 43 17 3% a. 11.0 ,Pro-forma enter prise. roltld r€21-Jise edj EBITDA 10.0 Total 20.7 100.0% 26.0 100.0% • Nrif debli FY2014 adj EBITDA c, • 9.0 .irriecitea' eaddidateit Aug-14 Jul-15 or over -125 potential targets. representing a valiant due &ice:ice effort Note: Market data as of July 31. 2015. Share • warrant price performance indexed to IPO unit price or 510.02. (a) Debt and cash balances as of January 3. 2015. pro forma for closing of transaction. Deutsche Bank (b) Market equity capitalization based on pro forma share count including issuance of 1,212.500 shares pursuant to the Warrant Exchange Offer 4.3 (c) As or March 17. 2015 re closing of Sponsor Warrants Exchange offer. Corporate Banking & Securities (d) Based on an assumed conversion price of 511.59 pa share. (e) Share count includes the issuance of 269.046 shares of Hennessy Capital common stock: excludes shares underlying all other public warrants. (I) Share count includes the Issuance of 943.453 shares of Hennessy Capital common stock; excludes shares underlying all other placement warrants Source. Company filings. Capital (0. Wall Street research CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062164 CONFIDENTIAL SDNY_GM_00208348 EFTA01369729