UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form8-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) May 1, 2017
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission FileNo. 1-13146
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| Oregon | | 001-13146 | | 93-0816972 |
| (State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035
(Address of principal executive offices) (Zip Code)
(503)684-7000
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
On May 1, 2017, the Company issued the attached press release announcing the completion of its previously announced investment in Amsted-Maxion Equipamentos E Serviços Ferroviários S.A. (“Greenbrier-Maxion”). The Company’s direct ownership position in Greenbrier-Maxion increased from 19.5% to 60%. Greenbrier-Maxion is the largest railcar manufacturer in South America.
The Company has also completed the previously announced increase in its ownership interest in Amsted-Maxion Fundição E Equipamentos Ferroviários S.A. (“Amsted-Maxion Cruzeiro”) from 19.5% to 24.5%. The Company retains an option to further increase its ownership stake in Amsted-Maxion Cruzeiro to 29.5% subject to certain conditions. Amsted-Maxion Cruzeiro manufactures castings and components for railcars and other heavy industrial equipment.
Amsted-Maxion Cruzeiro now owns 40% of Greenbrier-Maxion, and through its investment in Amsted-Maxion Cruzeiro the Company has an additional approximately 10% indirect ownership interest in Greenbrier-Maxion.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits:
| | |
| 99.1 | | Press Release dated May 1, 2017 of The Greenbrier Companies, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | THE GREENBRIER COMPANIES, INC. |
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| Date: May 1, 2017 | | | | By: | | /s/ Martin R. Baker |
| | | | | | Martin R. Baker |
| | | | | | Senior Vice President, General Counsel and Chief Compliance Officer |
