New Flyer acquires ARBOC Specialty Vehicles

Transit Holdings, Inc., a U.S. subsidiary of New Flyer Industries Inc. (“NFI Group”), the largest transit bus and motor coach manufacturer and parts distributor in North America, today announced that it has acquired 100% of the equity interests in ARBOC Specialty Vehicles, LLC (“ARBOC”) for a purchase price of $95 million, subject to certain purchase price adjustments, including satisfaction of debt. NFI Group is using available cash and its existing credit facilities to finance the transaction. The acquisition represents a continuation of NFI Group’s growth and diversification strategy and was not subject to any pre-closing regulatory or antitrust requirements.
Established in 2008, ARBOC is a North American pioneer and leader in low-floor body-on-chassis (or “cutaway”) bus technology. These buses range between 21 and 35 feet in length, and operate in transit, paratransit and shuttle applications. ARBOC buses exceed US federal fuel economy standards, Buy America requirements, and undergo safety testing beyond industry norms. ARBOC has raised the industry standards for cutaway bus passenger accessibility and comfort over traditional high-floor cutaway vehicles.

The North American cutaway bus market has an estimated annual volume of between 16,000 to 18,000 units, which is more than three times the current estimated size of the heavy-duty transit bus market, and more than six times the current estimated motor coach market, based on annual units produced. Today, the installed base of cutaway buses is predominantly high-floor in configuration, with low-floor buses comprising less than 5% of the total cutaway market.
ARBOC is the leader in the low-floor cutaway bus market having delivered more than 2,500 buses, or more than 70% of the estimated total low-floor cutaways sold in Canada and the U.S. over the past five years. As the U.S. population ages and ease of access becomes more of a focus, management believes ARBOC is ideally positioned to grow with the demand for low-floor cutaway and medium buses with greater accessibility, following the migration that occurred in heavy-duty transit space.

Management expects ARBOC to deliver approximately 360 buses in 2017 with a revenue mix comprising of $36.3 million for bus sales and $1.5 million for parts sales, and expected 2017 Adjusted EBITDA of approximately $9.1 million.

In addition to its cutaway bus product portfolio, ARBOC has introduced a medium-duty low-floor transit and shuttle bus based on ARBOC’s own chassis design. The bus is currently completing testing at the Altoona Bus Research and Testing Center under the Federal Transit Administration (FTA) Model Bus Testing Program to ten-year structural durability standards. The bus has received favorable market response and ARBOC has already received initial firm orders for deliveries in 2018.
Management expects ARBOC will deliver approximately 500 buses in 2018, representing significant growth over 2017. ARBOC’s current firm backlog for 2018 includes over 320 orders.

“The acquisition of ARBOC provides us with complementary product lines and a unique opportunity to continue with growth and diversification, as NFI Group now has a full suite of transit buses and motorcoaches to offer to North American public transit agencies and private operators,” said Paul Soubry, NFI Group’s President and Chief Executive Officer. “ARBOC is a proven low-floor cutaway builder and provides us with an entry point into both the cutaway and medium-duty transit bus markets, with high quality, proven and competitively priced products.”

Located in Middlebury, Indiana, ARBOC employs approximately 100 people from a 112,000 square foot facility, producing Buy America compliant vehicles in accordance with ISO 9001:2008 certified management systems. ARBOC has extensive expertise with diesel and natural gas propulsion based on General Motors, Chrysler, Ford and Freightliner chassis, and will benefit from NFI Group’s expertise in battery electric propulsion and its beginning development of autonomous drive features from its Vehicle Innovation Center (VIC) in Anniston, Alabama.

“ARBOC will benefit from NFI Group’s strong balance sheet, broader bus market credibility, expertise in bus design and manufacturing and strategic sourcing to support its growth,” said Wayne Joseph, President of New Flyer’s Transit Bus business. “We anticipate exciting collaboration to scale this business and anticipate synergies such as research and development and part fabrication, which have not yet been fully quantified.”

ARBOC’s proven and experienced management team will remain in place, with President and Chief Executive Officer Don Roberts reporting to Wayne Joseph. Don Roberts said, “We are excited to continue ARBOC’s growth trajectory under the New Flyer umbrella. We believe that this transaction is the right step for ARBOC to continue offering our customers innovative and superior quality products.”

Wells Fargo Securities acted as the exclusive financial advisor to New Flyer on the transaction.

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