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Wabash National Corporation Announces Proposed Public Offering of Common Stock

^{Published on 2010-05-19 13:10:31 - Market Wire}
 

LAFAYETTE, IN--(Marketwire - May 19, 2010) - Wabash National Corporation (NYSE: [ WNC ]) today announced that it intends to offer 11,000,000 shares of its common stock and a selling stockholder, Trailer Investments, LLC (a wholly-owned entity of Lincolnshire Equity Fund III, L.P., a private equity investment fund managed by Lincolnshire Management, Inc.), intends to offer 12,500,000 shares of common stock in an underwritten public offering. The selling stockholder also expects to grant the underwriters a 30-day option to purchase up to an additional 3,525,000 shares to cover over-allotments, if any. All shares being offered by the selling stockholder will be issued upon the partial exercise of a warrant held by the selling stockholder. The Company will not receive any proceeds from the sale of the shares by the selling stockholder.

The Company intends to use the net proceeds from its offering of shares to redeem all of its outstanding preferred stock, to repay a portion of its outstanding indebtedness under its revolving credit facility (without reducing its commitments), and to use any remaining net proceeds for general corporate purposes. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the final size or terms of the offering.

Morgan Stanley & Co. is acting as the book-running manager for the offering.

The shares will be sold pursuant to a prospectus supplement and accompanying prospectus as part of an effective shelf registration statement filed by the Company with the Securities and Exchange Commission. A copy of the prospectus supplement and accompanying prospectus for this offering may be obtained from the offices of Morgan Stanley at 180 Varick Street, Second Floor, New York, New York, 10014, Attention: Prospectus Department or by email at [ prospectus@morganstanley.com ]. Any offer or sale will be made only by means of the prospectus supplement and accompanying prospectus.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Wabash National Corporation

Headquartered in Lafayette, Ind., Wabash National® Corporation (NYSE: [ WNC ]) is one of the leading manufacturers of semi-trailers in North America. Established in 1985, the company 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®, FreightPro™ Eagle® and Benson™ brand names. The company operates two wholly-owned subsidiaries: Transcraft ® Corporation, a manufacturer of flatbed, drop deck, dump trailers and 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.