| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 9, 2022, GBX Leasing 2022-1 LLC (the “Issuer”), a Delaware limited liability company and a wholly owned special purpose subsidiary of GBX Leasing, LLC (“GBXL”), a joint venture between The Greenbrier Companies, Inc. (“Greenbrier”) and The Longwood Group, LLC, issued (i) an aggregate principal amount of $302,560,000 of the Issuer’s Series 2022-1 Class A Secured Railcar Equipment Notes (the “Class A Notes”) and (ii) an aggregate principal amount of $20,720,000 of the Issuer’s Series 2022-1 Class B Secured Railcar Equipment Notes (the “Class B Notes”) (the Class A Notes and the Class B Notes are, collectively, the “Notes”). The Notes bear interest at fixed rates as follows: (i) the Class A Notes at 2.87% and (ii) the Class B Notes at 3.45%. The Notes are payable monthly, and have a stated final maturity date of February 20, 2052.
The Notes are obligations of the Issuer only. The Notes are secured by a portfolio of railcars and operating leases thereon acquired and owned by the Issuer (the “Railcar Portfolio”) and other assets of the Issuer. The Notes were issued pursuant to a Master Indenture, dated February 9, 2022 (the “Master Indenture”) between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee, as supplemented by a Series 2022-1 Supplement dated February 9, 2022 (together with the Master Indenture, the “Indenture”). The Notes may be subject to acceleration upon the occurrence of certain events of default under the Indenture, including a failure to pay interest on the Notes, and a failure of the Notes to amortize to the extent that, over time, the outstanding principal balance of the Notes were to eventually exceed the sum of the depreciated value of the Railcar Portfolio and the amounts on deposit in certain accounts of the Issuer. The decision whether to accelerate or exercise other remedies against the Issuer and its assets will be under the control of holders representing a majority of the senior class (as defined in the Indenture) of the outstanding principal balance of the Notes.
As noted above, the Notes are solely the obligations of the Issuer. GBXL and GBXL I, LLC, a wholly owned subsidiary of GBXL, have, however, entered into certain agreements relating to the transfer of the Railcar Portfolio to the Issuer and Greenbrier Management Services, LLC has entered into certain agreements relating to the management and servicing of the Issuer’s assets. These agreements contain certain representations, undertakings and indemnities customary for asset sellers and service providers in transactions of this type.
The Notes were offered and sold in a private placement solely to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to persons who are not U.S. persons in offers and sales that occur outside the United States in reliance on Regulation S under the Securities Act, pursuant to a Note Purchase Agreement, dated February 1, 2022, between the Issuer and the initial purchasers party thereto.
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The foregoing description of the Indenture does not purport to be complete.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure required by this item and contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
