LAKE OSWEGO, Ore., Jan. 30, 2017 /PRNewswire/ -- The Greenbrier
Companies, Inc. (NYSE: GBX) ("Greenbrier") announced today that it
intends to offer, subject to market and other conditions,
$175 million aggregate principal
amount of Senior Convertible Notes due 2024 (the "Notes").
Greenbrier intends to grant the initial purchasers a 30-day option
to purchase up to an additional $26.25
million aggregate principal amount of the Notes on the same
terms and conditions.
The interest rate, conversion rate and other terms of the Notes
will be determined at the time of pricing of the offering. Upon
conversion, the Notes may be settled, at Greenbrier's election, in
shares of Greenbrier's common stock, cash or a combination of cash
and shares. Interest on the Notes is expected to be payable
semiannually in arrears. The Notes will be Greenbrier's senior
unsecured obligations and will rank equally with all of its
existing and future senior unsecured debt and senior to all of its
existing and future subordinated debt.
Greenbrier intends to use the net proceeds for general corporate
purposes, including working capital, capital expenditures,
acquisitions of, or investments in, complementary businesses and
products or repayment or repurchase of a portion of
indebtedness.
The Notes will be offered in the
United States only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). The Notes and the shares of
Greenbrier common stock issuable upon conversion of the Notes will
not be registered under the Securities Act or any state securities
laws and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offering, solicitation or sale would be unlawful.
About Greenbrier
Greenbrier (www.gbrx.com),
headquartered in Lake Oswego,
Oregon, is a leading international supplier of equipment and
services to the freight rail transportation markets. Greenbrier
designs, builds and markets freight railcars in North America and Europe, we build freight railcars and rail
castings in Brazil through a
strategic partnership, and build and market marine barges in
North America. Through our
European manufacturing operations, we recently began delivery of
US-designed tank cars in Saudi
Arabia. In October 2016, we
entered into an agreement with Astra Rail Management GmbH to form a
new company, Greenbrier-Astra Rail, which will create an
end-to-end, Europe-based freight
railcar manufacturing, engineering and repair business. We expect
this combination will be completed during 2017. We are a leading
provider of wheel services, parts, leasing and other services to
the railroad and related transportation industries in North America and a provider of freight
railcar repair, refurbishment and retrofitting services in
North America through a joint
venture partnership with Watco Companies, LLC. Through other joint
ventures we produce rail castings, tank heads and other railcar
components. Greenbrier owns a lease fleet of over 8,500 railcars
and performs management services for over 265,000 railcars.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: This press release may contain
forward-looking statements, including statements regarding the
completion, timing and size of the proposed private offering and
Greenbrier's anticipated use of proceeds from the offering and
other statements that are not purely statements of historical fact.
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 the results contemplated
by the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, market
conditions and other factors which could impact the proposed
offering of the Notes. Other factors that might cause such a
difference include, but are not limited to, reported backlog and
awards that are not indicative of Greenbrier's financial results;
uncertainty or changes in the credit markets and financial services
industry; high levels of indebtedness and compliance with the terms
of Greenbrier's 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; policies and priorities of the
federal government regarding international trade and
infrastructure; 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 Greenbrier's insurance coverage; train derailments or
other accidents or claims that could subject Greenbrier 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 Greenbrier's Annual
Report on Form 10-K for the fiscal year ended August 31, 2016 and Greenbrier's Quarterly Report
on Form 10-Q for the fiscal quarter ended November 30, 2016, and Greenbrier's 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, Greenbrier does
not assume any obligation to update any forward-looking
statements.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/greenbrier-announces-proposed-offering-of-senior-convertible-notes-300398944.html
SOURCE The Greenbrier Companies, Inc. (GBX)