Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2019, The Greenbrier Companies, Inc. (“Greenbrier”) entered into a First Amendment to the Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents with Bank of America, N.A., as Administrative Agent for the Lenders (“Agent”), Greenbrier, as Borrower, certain subsidiary guarantors, and the lending institutions party thereto from time to time which amends and restates that certain Fourth Amended and Restated Credit Agreement dated as of September 26, 2018 (the “Original Credit Agreement”, as amended, the “Amended Credit Facility”), by and among Greenbrier, the Agent, and certain lending institutions.
Subject to customary conditions, the Amended Credit Facility permits Greenbrier to borrow up to $300.0 million (the “Term Loan”) to pay a portion of the purchase price under Greenbrier’s previously-disclosed asset purchase agreement with American Railcar Industries, Inc., which closing remains subject to conditions. If Greenbrier borrows the Term Loan, the Term Loan will bear the same variable rate of interest as other borrowings under the Amended Credit Facility (which interest rate provisions remain unchanged from the Original Credit Agreement), and Greenbrier must repay the Term Loan in quarterly installments equal to 1.25% of the original principal amount of the Term Loan commencing with the first full fiscal quarter following the closing of the transaction, subject to prepayments in the event of certain debt issuances, asset dispositions or casualty events.
The Amended Credit Facility continues to allow Greenbrier to borrow, on a revolving basis, up to $600.0 million based on availability under a revised borrowing base formula. As of May 31, 2019, no principal amounts were outstanding under the Original Credit Agreement.
As amended, the Amended Credit Facility (including the Term Loan) matures on June 3, 2024, unless Greenbrier’s currently outstanding 2.875% convertible senior notes remain outstanding as of November 1, 2023, in which case the Amended Credit Facility matures on November 1, 2023. On such maturity date, all amounts outstanding under the Amended Credit Facility are due and payable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 ofForm 8-K, the information contained in Item 1.01 of this Current Report onForm 8-K is hereby incorporated by reference into this Item 2.03.
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Greenbrier’s potential asset acquisition from American Railcar Industries, Inc. (the “Transaction”) and, as a result the potential borrowing of the Term Loan, remain subject to conditions, risks and uncertainties, including the risk of potential delays in consummating the Transaction; the risk that the Transaction may not close due to, among other potential factors, the failure to satisfy closing conditions to the closing or the termination of the purchase agreement pursuant to which the Transaction is expected to occur; the risk that a regulatory approval that may be required for the Transaction to be consummated is delayed, not obtained or obtained subject to conditions that are not anticipated; and other risks. In addition, Greenbrier’s ability to borrow the Term Loan remains subject to conditions precedent and other terms as provided in the Amended Credit Facility. Readers should not place undue reliance on forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance or results, and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Unless required by law, Greenbrier undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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