This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 11, 2021 (together with Amendment No. 1 to Schedule 13D filed on November 9, 2021, and this Amendment No. 2, this “statement”) relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of FreightCar America, Inc., a Delaware corporation (the “Issuer”). Item 3, Item 6, and Item 7 are hereby amended and supplemented as set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented by adding the following additional information:
No cash consideration was required to be paid by PIMCO or any of the PIMCO Entities in connection with the acquistion of the Warrant (as defined below) pursuant to the terms of the Amendment (as defined below).
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby supplemented by adding the following additional information:
Amendment
On December 30, 2021, FreightCar North America (“Borrower” and together with the Issuer and certain other subsidiary guarantors, collectively, the “Loan Parties”) entered into an Amendment No. 4 to the Term Loan Credit Agreement (the “Amendment” and together with the Term Loan Credit Agreement, the “Term Loan Credit Agreement”) with COF, and U.S. Bank National Association, as disbursing agent and collateral agent (“Agent”), pursuant to which the principal amount of the term loan credit facility was increased by $15.0 million to a total of $71.0 million, with such additional $15.0 million (the “Delayed Draw Loan”) to be funded upon the satisfaction of certain conditions precedent set forth in the Amendment. The Borrower has the option to draw on the Delayed Draw Loan through January 31, 2023 and may choose not to do so.
The Delayed Draw Loan, if funded, will bear interest, at Borrower’s option and subject to the provisions of the Term Loan Credit Agreement, at Base Rate (as defined in the Term Loan Credit Agreement) or Eurodollar Rate (as defined in the Term Loan Credit Agreement) plus the Applicable Margin (as defined in the Term Loan Credit Agreement) for each such interest rate set forth in the Term Loan Credit Agreement.
The Term Loan Credit Agreement has customary affirmative and negative covenants, including, without limitation, limitations on indebtedness, liens and investments. The Term Loan Credit Agreement also provides for customary events of default. Pursuant to the terms and conditions set forth in the Term Loan Credit Agreement and the related loan documents, each of the Loan Parties granted to Agent a continuing lien upon all of such Loan Parties’ assets to secure the obligations of the Loan Parties under the Term Loan Credit Agreement.
Warrant
Pursuant to the Amendment and a warrant acquisition agreement, dated as of December 30, 2021, the Issuer issued to COF a warrant (the “Warrant”) to purchase a number of shares of the Issuer’s common stock, par value $0.01 per share, equal to 5% of the Issuer’s outstanding common stock on a fully-diluted basis at the time the Warrant is exercised (after giving effect to such issuance). The Warrant has an exercise price of $0.01 and a term of ten years.
In addition, to the extent the Delayed Draw Loan is funded, the Issuer has agreed to issue to COF warrants (the “Additional Warrants”) to purchase up to a number of shares of the Issuer’s common stock, par value $0.01 per share, equal to 3% of the Issuer’s outstanding common stock on a fully-diluted basis at the time the Warrant is exercised (after giving effect to such issuance). The Additional Warrants will have an exercise price of $0.01 and a term of ten years.
The issuance of the Warrant, the potential issuance of the Additional Warrants and the potential issuance of the common stock issuable upon exercise of the Warrant and Additional Warrants, respectively, will be made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act, because the offer and sale of such securities do not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act.
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