Filed Pursuant to Rule 433
Registration No. 333-190682
February 27, 2014
GATX Corporation
PRICING TERM SHEET
| Issuer: | GATX Corporation | |||||
| Security: | 1.250% Senior Notes due 2017 | 2.500% Senior Notes due 2019 | 5.200% Senior Notes due 2044 | |||
| Size: | $300,000,000 | $250,000,000 | $300,000,000 | |||
| Maturity Date: | March 4, 2017 | July 30, 2019 | March 15, 2044 | |||
| Coupon: | 1.250% | 2.500% | 5.200% | |||
| Interest Payment Dates: | March 4 and September 4, commencing September 4, 2014 | January 30 and July 30, commencing July 30, 2014 | March 15 and September 15, commencing September 15, 2014 | |||
| Price to Investors: | 99.941% | 99.866% | 99.862% | |||
| Benchmark Treasury: | UST 0.625% due February 15, 2017 | UST 1.500% due January 31, 2019 | UST 3.750% due November 15, 2043 | |||
| Benchmark Treasury Price and Yield: | 99-27 3/4; 0.670% | 100-03+; 1.477% | 102-17+; 3.609% | |||
| Spread to Benchmark Treasury: | T+60 bps | T+105 bps | T+160 bps | |||
| Yield to Maturity: | 1.270% | 2.527% | 5.209% | |||
| Redemption: | At any time, at a make whole price equal to the greater of (a) 100% of the principal amount or (b) discounted present value at Treasury rate plus 10 basis points. | At any time, at a make whole price equal to the greater of (a) 100% of the principal amount or (b) discounted present value at Treasury rate plus 20 basis points. | At any time prior to September 15, 2043, at a make whole price equal to the greater of (a) 100% of the principal amount or (b) discounted present value at Treasury rate plus 25 basis points; and on or after September 15, 2043, at 100% of the principal; plus, in each case, accrued interest to but excluding the redemption date. | |||
| Expected Settlement Date: | March 4, 2014 (T+3) | March 4, 2014 (T+3) | March 4, 2014 (T+3) | |||
| CUSIP/ISIN: | 361448 AS2 / US361448AS20 | 361448 AT0 / US361448AT03 | 361448 AU7 / US361448AU75 | |||
| Anticipated Ratings (Moody’s / S&P): | Baa2 / BBB | Baa2 / BBB | Baa2 / BBB | |||
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC | Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC | Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC | |||
| Co-Managers: | Mizuho Securities USA Inc. U.S. Bancorp Investments, Inc. BMO Capital Markets Corp. KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mitsubishi UFJ Securities (USA), Inc. PNC Capital Markets LLC The Williams Capital Group, L.P. Wells Fargo Securities, LLC BNY Mellon Capital Markets, LLC | Mizuho Securities USA Inc. U.S. Bancorp Investments, Inc. BMO Capital Markets Corp. KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mitsubishi UFJ Securities (USA), Inc. PNC Capital Markets LLC The Williams Capital Group, L.P. Wells Fargo Securities, LLC BNY Mellon Capital Markets, LLC | Mizuho Securities USA Inc. U.S. Bancorp Investments, Inc. BMO Capital Markets Corp. KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mitsubishi UFJ Securities (USA), Inc. PNC Capital Markets LLC The Williams Capital Group, L.P. Wells Fargo Securities, LLC BNY Mellon Capital Markets, LLC | |||
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-800-831-9146 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
