UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  June 16, 2020 (June 16, 2020)

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other Jurisdiction of Incorporation)

033-90866
25-1615902
(Commission File No.)
(I.R.S. Employer Identification No.)

30 Isabella Street
Pittsburgh, Pennsylvania
15212
(Address of Principal Executive Offices)
(Zip Code)

(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)

☐
Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

☐
Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class
  
Trading
Symbol
  
Name of Each Exchange
on Which Registered
Common Stock, par value $0.01
  
WAB
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
Item 8.01.  Other Events.

In connection with its public offering (the “Offering”) of $500.0 million aggregate principal amount of its 3.200% Senior Notes due 2025 (the “Notes”), Westinghouse Air Brake Technologies Corporation (the “Company”) is filing herewith as Exhibit 1.1 the Underwriting Agreement, dated June 16, 2020 (the “Underwriting Agreement”), by and among the Company, the subsidiary guarantors party thereto and BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC.  The Offering is being conducted pursuant to the Company’s shelf registration statement (333-219657) filed with the Securities and Exchange Commission.

On June 17, 2020, the Company issued a press release announcing that it priced the Offering.  A copy of the Company’s press release is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit
Number
  
Description
   
 
Underwriting Agreement, dated June 16, 2020, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors party thereto and BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC.
     
 
Press Release, dated June 17, 2020.



 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
     
 
By:
/s/ Patrick D. Dugan
   
Patrick D. Dugan
   
Executive Vice President and Chief Financial Officer

Date: June 19, 2020