LAKE OSWEGO, Ore., Feb. 6, 2017 /PRNewswire/ -- The Greenbrier
Companies, Inc. (NYSE:GBX) ("Greenbrier") announced today the
closing of its previously announced offering of $275 million aggregate principal amount
of 2.875% Senior Convertible Notes due 2024 (the
"Notes"), which includes $25 million aggregate principal
amount of the Notes issued to the initial purchasers in connection
with the exercise of their option to purchase additional Notes.
The Notes are Greenbrier's general, unsecured, senior
obligations and rank equally in right of payment with Greenbrier's
other senior unsecured debt. The Notes 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 are 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. The conversion rate and the resulting conversion
price are subject to adjustment in certain events.
Prior to November 1, 2023, the
Notes are 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 Notes were offered only to qualified institutional buyers
pursuant to 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 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, builds freight
railcars and rail castings in Brazil through a strategic partnership, and
builds and markets 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 any 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, 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)