EFTA01369729

HENNESSY The Blue Bird value proposition An Conic school bus brand. headed by an engaged and committed leadership team with a proven ability to drive productivity, growth and free cash now Substantial growth opportunities from both domestic industry recovery and market share gains in existing and new markets Attractive valuation that is well positioned relative to public market comparables Strong support from a committed sponsor with significant equity rollover Share + warrant performance (beginning 1 , pre- announCeMent) Announce 15.0 14.0 t.). 13.0 .§ 12.0 a. 11.0 10.0 9.0 Aug-14 ire 44.4% Jul-15 Deutsche Bank Corporate Banking & Securities Hennessy Capital Acquisition Corp.'s acquisition of Blue Bird Corporation Transaction overview Overview • Hennessy Capital Acquisition Corp. ("HCAC) acquired all of the outstanding capital stock of School Bus Holdings Inc.. the indirect parent company of Blue Bird Corporation (-Blue Bird) • Entity listed on the NASDAQ post business combination and took the name of Blue Bird Corporation • Hennessy Capital's securities are traded on NASDAQ under symbols HCAC. HCACU and HCACW and will convert to BLBD and BLBDW after the closing of the business combination • Transaction value of 5461mm - 6.9x FV2014 Adjusted EBITDA of 567mm - 6.1x to 6.4x FY2015E Adjusted EBITDA of 572 to 575mm Pro-forma capitalization table Cash on balance sheet Total debt!' Convertible preferred stock Market equity capitalizationtbi Total capitalization Pro forma enterprise value PP2014A 517 221 50 207 ,Pro-forma enter prise. roltld r€21-Jise edj EBITDA • Nrif debli FY2014 adj EBITDA c, • .irriecitea ' eaddidateit 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. (b) Market equity capitalization based on pro forma share count including issuance of 1,212.500 shares pursuant to the Warrant Exchange Offer (c) As or March 17. 2015 re closing of Sponsor Warrants Exchange offer. (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 Structure Consideration Warrants Approval Management Board of directors Lock-up Summary of deal terms - Public flotation of Blue Bird - 5100mm in cash and 12mm HCAC shares valued at 5120mm, was revised from 5255mm at announcement, which included $140mm in cash and 11.5mm in shares - Raised through issuance of 500000 Convertible Preferred Stock, sale of 2 5mm HCAC shares to Coliseum and 1mm shares to Overland Advisors under - 102.750 shares were transferred by the sponsor as utilization fee to the Backstop Commitment Investor - Sponsor issued 943.453 shares in exchange of 9,434,538 placement warrants - 98% of shares voted in favor (2% against) - -7.5m shares were redeemed including 1.9m sponsor shares - Led by President & CEO of Blue Bird. PM Hodock - Chan Galbato. Daniel Hennessy. Gurminder Beds. Dennis Donovan, Alan Schumacher. Adam Gray. Phil Horlock. Dev Kapadia and James Marcotuli 180 days Pro-forma ownership structure Assumes no conversion of preferred stock° i...cmnscen stock (MM) Common stock (mm) 12.0 580% 120 43 20 7% 4 3 1.8 8 8% 1 8 2.6 12 6% 2 6 0 0 0 0% 4 3 20.7 100.0% 26.0 Assumes conversIOn Of pretiond Stairs Certenss wheat& HCAC Public slockholdere' HCAC Sponsoe Backstop investor PPE "ebtrrert invester Total 480% 17 1% 7 3% 104% 17 3% 100.0% 4.3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062164 CONFIDENTIAL SDNY_GM_00208348 EFTA01369729