| Item 1.01 | Entry into a Material Definitive Agreement. |
Third Amendment to Original Credit Facility
On July 29, 2022, The Greenbrier Companies, Inc. (“Greenbrier”) entered into a Third Amendment to Fourth Amended and Restated Credit Agreement with Bank of America, N.A. (“BofA”), as Administrative Agent (the “Facility Agent”), the guarantors party thereto, and the lenders party thereto (the “Third Amendment”). The Third Amendment amends that certain Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of June 3, 2019 and that certain Second Amendment to Fourth Amended and Restated Credit Agreement dated as of August 27, 2021, the “Original Credit Facility”), by and among Greenbrier, the Facility Agent, the lenders, and the other parties thereto.
The Third Amendment provides for an increase in the term debt basket from $300 million to $450 million. The Third Amendment also replaced LIBOR as the benchmark rate with Term SOFR for US-dollar denominated loans and made certain related conforming changes.
Second Amendment to Original Term Facility
On July 29, 2022, Greenbrier Leasing Company LLC (“GLC”), a wholly-owned subsidiary of Greenbrier, entered into a Second Amendment to Amended and Restated Credit Agreement with BofA, as Administrative Agent (the “Term Agent”) and the lenders party thereto (the “Second Amendment”). The Second Amendment amends that certain Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of August 27, 2021, the “Original Term Facility”), by and among GLC, the Term Agent, and the lenders party thereto.
The Second Amendment provides for (i) an incremental term loan in the aggregate amount of $75 million (the “Incremental Term Loan”) and (ii) a delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) in an aggregate amount of up to $75 million (“Delayed Draw Term Loans”), which has an availability period of six (6) months and is subject to the satisfaction of certain conditions. The proceeds from the Incremental Term Loan and Delayed Draw Term Loans will be used for general corporate purposes (including to expand GLC’s leasing fleet). The interest rate (after giving effect to the benchmark replacement referred to below) and maturity date of the Incremental Term Loan and the Delayed Draw Term Loans are the same as the existing term loans under the Original Term Facility. A commitment fee is required to be paid on the undrawn portion of the Delayed Draw Term Loan Facility. The Second Amendment also replaced LIBOR as the benchmark rate with Term SOFR and made certain related conforming changes.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
To the extent required by Item 2.03 of Form 8-K, the information contained Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure |
On August 3, 2022, The Greenbrier Companies, Inc. issued a press release announcing the new term loans. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
