SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): February 26, 2024
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction
of Incorporation)
| 033-90866 | 25-1615902 |
(Commission File No.) | (I.R.S. Employer Identification No.) |
30 Isabella Street
Pittsburgh, Pennsylvania | 15212 |
| (Address of Principal Executive Offices) | (Zip Code) |
(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12) |
| ☐ | Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b)) |
| ☐ | Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value per share | | WAB | | New York Stock Exchange |
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 Rule 12b-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. ☐
In connection with its public offering (the “Offering”) of $500.0 million aggregate principal amount of its 5.611% Senior Notes due 2034 (the “Notes”), Westinghouse Air Brake Technologies Corporation (the “Company”) is filing herewith as Exhibit 1.1 the Underwriting Agreement, dated February 26, 2024 (the “Underwriting Agreement”), by and among the Company, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and TD Securities (USA) LLC. The Offering is being conducted pursuant to the Company’s shelf registration statement (333-275386) filed with the Securities and Exchange Commission.
Concurrent with the closing of the Offering, which is expected to occur on or about March 11, 2024, the Company expects to enter into a new credit agreement by and among the Company, the other loan parties thereto from time to time, the lender parties thereto from time to time, PNC Bank, National Association, as Administrative Agent, and the other parties party thereto from time to time (the “2024 Credit Agreement”). The 2024 Credit Agreement will be with a syndicate of lenders and will provide for a single borrowing of term loans in an aggregate principal amount equal to $225.0 million, pursuant to the terms and conditions of the 2024 Credit Agreement (which will be substantially similar to the terms of the Company’s 2022 credit agreement). The Offering is not conditioned upon the entry into or funding of the 2024 Credit Agreement.
On February 26, 2024, the Company issued a press release announcing that it priced the Offering. A copy of the Company’s press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this report on Form 8-K:
| Exhibit No. | Description |
| Underwriting Agreement, dated February 26, 2024, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and TD Securities (USA) LLC. |
| Press Release, dated February 26, 2024 |
| 104 | Cover Page Interactive Data File within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION |
| | |
| | By: | |
| | | John A. Olin |
| | | Executive Vice President and Chief Financial Officer |
Date: February 27, 2024
