LAKE OSWEGO, Ore., April 14, 2016 /PRNewswire/ -- The
Greenbrier Companies, Inc. (NYSE:GBX) ("Greenbrier") today
announced that it is notifying holders of its outstanding 2.375%
Convertible Senior Notes due 2026 (the "Notes") that, pursuant to
the terms of the Notes and the indenture governing the Notes, they
have the option to require Greenbrier to purchase, on May 16, 2016 (the "Purchase Date"), all or a
portion of their Notes (the "Put Option") at a purchase price equal
to 100% of the principal amount of the Notes, plus any accrued and
unpaid interest to, but not including, the Purchase
Date. Greenbrier will pay for any Notes validly surrendered
and not validly withdrawn with cash. If all outstanding Notes are
validly surrendered for purchase, the aggregate purchase price will
be approximately $15,029,315.
The opportunity to surrender the Notes for purchase pursuant to
the Put Option commences today and expires at 5:00 p.m., Eastern Time, on May 12, 2016, which is the second business day
immediately preceding the Purchase Date. Holders may withdraw any
Notes previously surrendered for purchase at any time prior to
5:00 p.m., Eastern Time, on
May 13, 2016.
As required by the rules of the Securities and Exchange
Commission (the "SEC"), Greenbrier will file a Tender Offer
Statement on Schedule TO with the SEC. The Tender Offer
Statement will include a notice to holders from Greenbrier (the
"Issuer Put Right Notice") specifying the terms and conditions of
the Put Option and the procedures to exercise the Put Option, which
is available through The Depository Trust Company and the paying
agent, which is U.S. Bank National Association. Holders of
Notes are strongly encouraged to read the Issuer Put Right Notice
and other relevant documents filed with the SEC before making a
decision relating to the Put Option.
None of Greenbrier, its board of directors or its employees have
made or are making any representation or recommendation to any
holder as to whether or not to surrender Notes pursuant to the Put
Option.
U.S. Bank National Association is acting as paying agent for the
Put Option. Copies of the Issuer Put Right Notice and additional
information relating to the Put Option may be obtained from U.S.
Bank National Association by calling 1-800-934-6802.
This press release is for informational purposes only and is not
an offer to purchase, or a solicitation of an offer to purchase,
the Notes.
About Greenbrier
Greenbrier (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of
transportation equipment and services to the railroad industry.
Greenbrier builds new railroad freight cars in manufacturing
facilities in the U.S., Mexico and
Poland and marine barges at our
U.S. manufacturing facility. Greenbrier sells reconditioned wheel
sets and provides wheel services at locations throughout the U.S.
We recondition, manufacture and sell railcar parts at various U.S.
sites. Through GBW Railcar Services, LLC, a 50/50 joint venture
with Watco Companies, LLC, freight cars are repaired and
refurbished at over 30 locations across North America, including more than 10 tank car
repair and maintenance facilities certified by the Association of
American Railroads. Greenbrier owns a lease fleet of over 9,000
railcars and performs management services for over 250,000
railcars.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: This press release may contain forward-looking
statements, including statements regarding expected new railcar
production volumes and schedules, expected customer demand for the
Company's products and services, plans to adjust manufacturing
capacity, restructuring plans, new railcar delivery volumes and
schedules, changes in demand for the Company's railcar services and
parts business, and the Company's future financial performance.
Greenbrier uses words such as "anticipates," "believes,"
"forecast," "potential," "goal," "contemplates," "expects,"
"intends," "plans," "projects," "hopes," "seeks," "estimates,"
"strategy," "could," "would," "should," "likely," "will," "may,"
"can," "designed to," "future," "foreseeable future" and similar
expressions to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to certain risks and uncertainties that could cause
actual results to differ materially from in the results
contemplated by the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, reported
backlog and awards are not indicative of our financial results;
uncertainty or changes in the credit markets and financial services
industry; high levels of indebtedness and compliance with the terms
of our indebtedness; write-downs of goodwill, intangibles and other
assets in future periods; sufficient availability of borrowing
capacity; fluctuations in demand for newly manufactured railcars or
failure to obtain orders as anticipated in developing forecasts;
loss of one or more significant customers; customer payment
defaults or related issues; sovereign risk to contracts, exchange
rates or property rights; actual future costs and the availability
of materials and a trained workforce; failure to design or
manufacture new products or technologies or to achieve
certification or market acceptance of new products or technologies;
steel or specialty component price fluctuations and availability
and scrap surcharges; changes in product mix and the mix between
segments; labor disputes, energy shortages or operating
difficulties that might disrupt manufacturing operations or the
flow of cargo; production difficulties and product delivery delays
as a result of, among other matters, costs or inefficiencies
associated with expansion, start-up or changing of production lines
or changes in production rates, changing technologies, transfer of
production between facilities or non-performance of alliance
partners, subcontractors or suppliers; ability to obtain suitable
contracts for the sale of leased equipment and risks related to car
hire and residual values; integration of current or future
acquisitions and establishment of joint ventures; succession
planning; discovery of defects in railcars or services resulting in
increased warranty costs or litigation; physical damage or product
or service liability claims that exceed our insurance coverage;
train derailments or other accidents or claims that could subject
us to legal claims; actions or inactions by various regulatory
agencies including potential environmental remediation obligations
or changing tank car or other rail car or railroad regulation; and
issues arising from investigations of whistleblower complaints; all
as may be discussed in more detail under the headings "Risk
Factors" and "Forward Looking Statements" in our Annual Report on
Form 10-K for the fiscal year ended August
31, 2015, and our other reports on file with the Securities
and Exchange Commission. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect
management's opinions only as of the date hereof. Except as
otherwise required by law, we do not assume any obligation to
update any forward-looking statements.
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SOURCE The Greenbrier Companies, Inc. (GBX)