UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 11, 2024, Westinghouse Air Brake Technologies Corporation (the “Company”) completed a public offering and sale of $500,000,000 aggregate principal amount of the Company’s 5.611% Senior Notes due 2034 (the “notes”). The offering and sale of the notes was made pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-275386) (the “Registration Statement”) filed with the Securities and Exchange Commission.
The notes were issued pursuant to the Indenture, dated as of August 8, 2013 (the “Base Indenture”), by and between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the “Base Indenture Trustee”), as amended and supplemented by the second supplemental indenture, dated as of November 3, 2016 (the “Second Supplemental Indenture”), among the Company, the subsidiary guarantors party thereto and the Base Indenture Trustee, and as further amended and supplemented by the twelfth supplemental indenture, dated as of March 11, 2024 (the “Twelfth Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), among the Company, the subsidiary guarantors party thereto, the Base Indenture Trustee, and U.S. Bank Trust Company, National Association, as trustee for the notes (the “Notes Trustee”).
The notes will bear interest at 5.611% per year, payable semi-annually on March 11 and September 11 of each year, commencing September 11, 2024. The notes will mature on March 11, 2034.
The Company may redeem the notes at any time prior to December 11, 2033, in whole or in part, by paying a “make-whole” premium, as described in the Indenture. At any time on or after December 11, 2033, the Company may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to, but not including, the date of redemption.
All payments with respect to the notes will be fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company’s current and future subsidiaries that is a guarantor under the Company’s existing credit agreement, the 2024 Credit Agreement (as defined below), or any other debt of the Company or any other guarantor.
If a change of control triggering event (as defined in the Indenture) occurs, the Company must make an offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.
The notes are subject to customary events of default, as set forth in the Indenture. The notes are subject to covenants that limit the Company’s ability, and the ability of the Company’s restricted subsidiaries, to (i) incur, suffer to exist or guarantee any debt secured by certain liens, and (ii) enter into sale and leaseback transactions, in each case, subject to exceptions and qualifications, as set forth in the Indenture.
The notes will be the Company’s senior unsecured obligations and will rank equally in right of payment with the Company’s other senior unsecured indebtedness outstanding from time to time. The notes will be effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the assets securing that indebtedness and structurally subordinated to any existing and future indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries that do not guarantee the notes. The guarantees of the notes will be the senior unsecured obligations of each guarantor, ranking equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of such guarantor. The guarantees of the notes will be effectively subordinated to existing and future secured indebtedness of such guarantor to the extent of the value of any assets securing that indebtedness and structurally subordinated to the existing and future indebtedness and other liabilities, including trade payables, of subsidiaries of such guarantor that do not guarantee the notes.
The foregoing is a summary of the material terms of the Indenture. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Indenture. The Base Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 8, 2013 and is incorporated herein by reference. The Second Supplemental Indenture was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 3, 2016. The Twelfth Supplemental Indenture is attached hereto as Exhibit 4.3 and is incorporated herein by reference.
In connection with the public offering and sale of the notes, the Company is filing herewith as Exhibits 5.1 and 5.2, opinions of counsel relating to the validity of the notes.
As previously disclosed in the Company’s Current Report on Form 8-K filed on February 27, 2024, the Company further expects to enter into a new credit agreement by and among the Company, the other loan parties thereto from time to time, the lender parties thereto from time to time, PNC Bank, National Association, as Administrative Agent, and the other parties party thereto from time to time (the “2024 Credit Agreement”). The 2024 Credit Agreement will be with a syndicate of lenders and will provide for a single borrowing of term loans in an aggregate principal amount equal to $225.0 million, pursuant to the terms and conditions of the 2024 Credit Agreement (which will be substantially similar to the terms of the Company’s 2022 credit agreement). The completion of the public offering by the Company of the notes was not conditioned upon the entry into or funding of the 2024 Credit Agreement. The 2024 Credit Agreement is expected to be entered into on or about March 14, 2024.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this report on Form 8-K:
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.
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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION |
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| By: |
/s/ John A. Olin |
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| John A. Olin | ||
| Executive Vice President and Chief Financial Officer | ||
Date: March 11, 2024