Pursuant to Rule 433
Registration No. 333-264721
February 4, 2025
GATX Corporation
PRICING TERM SHEET
February 4, 2025
| Issuer: | GATX Corporation | |||
| Pricing Date: | February 4, 2025 | |||
| Expected Settlement Date*: | February 6, 2025 (T+2) | |||
| Expected Ratings**: | Moody’s: Baa2 (Positive) / S&P: BBB (Stable) / Fitch: BBB+ (Stable) | |||
| Security: | 5.500% Senior Notes due 2035 (the “2035 Notes”) | 6.050% Senior Notes due 2054 (the “2054 Notes”) | ||
| Qualified Reopening: | N/A | The 2054 Notes offered hereby constitute a further issuance of the 6.050% Senior Notes due 2054, of which $400,000,000 aggregate principal amount was issued on June 5, 2024 (the “Existing Securities”). The 2054 Notes will form a single series with the Existing Securities and will have the same terms other than the initial offering price. Immediately upon settlement, the 2054 Notes offered hereby will have the same CUSIP number and will trade interchangeably with the Existing Securities. Upon completion of this offering, an aggregate $700,000,000 of 6.050% Senior Notes due 2054 will be outstanding. | ||
| Size: | $500,000,000 | $300,000,000 | ||
| Maturity Date: | June 15, 2035 | June 5, 2054 | ||
| Coupon: | 5.500% | 6.050% | ||
| Interest Payment Dates: | June 15 and December 15, commencing June 15, 2025 | June 5 and December 5, commencing June 5, 2025 | ||
| Benchmark Treasury: | UST 4.250% due November 15, 2034 | UST 4.250% due August 15, 2054 | ||
| Benchmark Treasury Price and Yield: | 97-26 / 4.529% | 91-23+ / 4.775% | ||
| Spread to Benchmark Treasury: | +102 basis points | +113 basis points | ||
| Re-Offer Yield: | 5.549% | 5.905% | ||
| Price to Investors1: | 99.625% | 101.987% | ||
| 1 | Without giving effect to $3,075,416.67 in accrued interest that must be paid to the purchasers of the 2054 Notes from December 5, 2024 to, but excluding, the issuance date. |
| Redemption: | At any time prior to March 15, 2035 (three months prior to the maturity date) (the “2035 Notes Par Call Date”), at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the 2035 Notes to be redeemed; or (2)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2035 Notes matured on the 2035 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption; plus, in either case, accrued and unpaid interest on the 2035 Notes being redeemed to, but excluding, the redemption date.
At any time on or after the 2035 Notes Par Call Date, we may redeem the 2035 Notes at a redemption price equal to 100% of the principal amount of 2035 Notes being redeemed. | At any time prior to December 5, 2053 (six months prior to the maturity date) (the “2054 Notes Par Call Date”), at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the 2054 Notes to be redeemed; or (2)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2054 Notes matured on the 2054 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption; plus, in either case, accrued and unpaid interest on the 2054 Notes being redeemed to, but excluding, the redemption date.
At any time on or after the 2054 Notes Par Call Date, we may redeem the 2054 Notes at a redemption price equal to 100% of the principal amount of 2054 Notes being redeemed. | ||
| CUSIP/ISIN: | 361448BS1 / US361448BS11 | 361448BR3 / US361448BR38 | ||
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC KeyBanc Capital Markets Inc. | BofA Securities, Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC U.S. Bancorp Investments, Inc. | ||
| Senior Co-Managers: | BMO Capital Markets Corp. CIBC World Markets Corp. PNC Capital Markets LLC U.S. Bancorp Investments, Inc. | BMO Capital Markets Corp. CIBC World Markets Corp. KeyBanc Capital Markets Inc. PNC Capital Markets LLC | ||
| Co-Managers: | Huntington Securities, Inc. Regions Securities LLC Loop Capital Markets LLC Siebert Williams Shank & Co., LLC MUFG Securities Americas Inc. | Huntington Securities, Inc. Regions Securities LLC Loop Capital Markets LLC Siebert Williams Shank & Co., LLC MUFG Securities Americas Inc. | ||
| * | We expect to deliver the Securities on or about February 6, 2025, which will be the second business day following the date of this term sheet (“T+2”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Securities on the date of this term sheet may be required, by virtue of the fact that the Securities initially will settle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. |
| ** | Note: A securities rating is not a recommendation to buy, sell or hold securities any may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement 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 and the prospectus supplement if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, or Morgan Stanley & Co. LLC at 1-866-718-1649.
