events described in the Indenture. On or after January 15, 2028, a holder may convert all or any portion of its Notes, until the close of business on the second business day immediately preceding the maturity date, regardless of whether the foregoing conditions have been satisfied.
The Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 18.0317 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $55.46 per share of common stock. The conversion rate is subject to customary adjustments as provided for in the Indenture. Upon a conversion of the Notes, the Company may elect to pay or deliver, as the case may be, cash and, if applicable, shares of the Company’s common stock, as provided in the Indenture.
If the Company undergoes certain types of make-whole fundamental changes, then, in certain circumstances, the Company will pay a fundamental change make-whole premium upon the conversion of the Notes in connection with such make-whole fundamental change by increasing the conversion rate on such Notes. The amount of the fundamental change make-whole premium, if any, will be based on the price paid, or deemed to be paid, per share of the Company’s common stock in the transaction constituting the make-whole fundamental change and the effective date of the make-whole fundamental change.
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference, and to the form of Global Note, which is filed as Exhibit A to the Indenture.
To the extent required by Item 3.02 of Form 8-K, the information contained in (or incorporated by reference into) Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
Press Release
On April 20, 2021, Greenbrier issued a press release announcing the closing of the sale of the Notes to the Initial Purchasers. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
Purchase Agreement
On April 15, 2021, Greenbrier entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc. and Goldman, Sachs & Co. LLC, as representatives of the several initial purchasers (the “Initial Purchasers”), relating to the sale by the Company of the Notes. Pursuant to the terms of the Purchase Agreement, the parties have agreed to indemnify each other against certain liabilities, including certain liabilities under the Securities Act.
Other Transactions
The Company intends to use a significant portion of the net proceeds from the sale of the Notes as follows: (i) approximately $228.4 million to repurchase and cancel approximately $207.1 million aggregate principal amount of the Company’s outstanding 2.875% Senior Convertible Notes due 2024; (ii) approximately $20.0 million to repurchase 468,823 shares of Company common stock at a price of $42.66 per share, and (iii) approximately $55.0 million to retire certain other indebtedness.
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