LAKE OSWEGO, Ore., Feb. 1, 2017 /PRNewswire/ -- The Greenbrier
Companies, Inc. (NYSE:GBX) ("Greenbrier") announced today that it
has increased the size of its previously announced offering of
Senior Convertible Notes due 2024 to an aggregate principal
amount of $250 million (the
"Notes"). The Notes are being 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"). Greenbrier has also granted the initial purchasers a
30-day option to purchase up to an additional $25 million
aggregate principal amount of Notes on the same terms and
conditions. Greenbrier expects to close the offering of the
Notes on or about February 6, 2017,
subject to satisfaction of various customary closing
conditions.
The Notes will be Greenbrier's general, unsecured, senior
obligations and will rank equally in right of payment with all of
Greenbrier's existing and future senior unsecured debt. The
Notes will bear interest at an annual rate of 2.875% payable
semiannually in arrears in cash on February
1 and August 1 of each year,
commencing August 1, 2017. The
Notes will mature on February 1,
2024, unless earlier repurchased or converted in accordance
with their terms prior to such date.
The Notes will be convertible into shares of Greenbrier's common
stock pursuant to their terms, based on an initial conversion rate
of 16.6234 shares of Greenbrier's common stock per
$1,000 principal amount of the Notes,
which is equivalent to an initial conversion price of approximately
$60.16 per share of common
stock. This represents a premium of 37.50% above the
last reported sale price of Greenbrier's common stock on the New
York Stock Exchange on January 31,
2017 (which was $43.75 per share).
Prior to November 1, 2023, the
Notes will be convertible at the option of the holders of the Notes
only upon the satisfaction of certain conditions and during certain
periods, and, thereafter, at any time until the close of business
on the business day immediately preceding the maturity date.
Upon conversion, the Notes may be settled, at Greenbrier's
election, in cash, shares of Greenbrier's common stock, or a
combination of cash and shares. The conversion rate and
conversion price are subject to adjustment in certain events.
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 its
indebtedness.
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 or
the shares of common stock issuable upon a conversion thereof, 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
Greenbrier's anticipated closing of its convertible note offering
and the 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, factors
impacting the closing 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.
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SOURCE The Greenbrier Companies, Inc. (GBX)