Attached files
file | filename |
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8-K - FORM 8-K - GREENBRIER COMPANIES INC | v58836e8vk.htm |
EX-4.1 - EXHIBIT 4.1 - GREENBRIER COMPANIES INC | v58836exv4w1.htm |
EX-99.1 - EX-99.1 - GREENBRIER COMPANIES INC | v58836exv99w1.htm |
EX-10.1 - EX-10.1 - GREENBRIER COMPANIES INC | v58836exv10w1.htm |
Exhibit 99.2
For release: April 5, 2011, 4:30 pm EDT | Contact: Mark
Rittenbaum 503-684-7000 |
Greenbrier announces closing of offering of Convertible Senior Notes due 2018
Lake Oswego, Oregon, April 5, 2011 The Greenbrier Companies, Inc. [NYSE:GBX] announced
today the closing of its previously announced offering of $230 million aggregate principal amount
of 3.5% Convertible Senior Notes due 2018 (the Notes) which includes $15 million aggregate
principal amount of the Notes issued to the initial purchasers in connection with the exercise of
their over-allotment option. The Notes were offered only to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). The Notes are
senior unsecured obligations and rank equally in right of payment with the Companys other
unsecured debt.
Greenbrier intends to use the net proceeds from the offering, together with additional cash on
hand, to (i) purchase any and all of Greenbriers outstanding $235 million aggregate principal
amount of its 8 3/8% senior notes due 2015 (the 2015 Notes) that are tendered pursuant to a cash
tender offer and consent solicitation which Greenbrier announced on March 30, 2011, (ii) pay the
consent and other fees in connection with such cash tender offer and consent solicitation and (iii)
redeem or otherwise retire any and all 2015 Notes that remain outstanding following consummation or
termination of the cash tender offer.
The Notes and the shares of Greenbrier common stock issuable upon conversion of the Notes will
not be registered under the Securities Act or the securities laws of any other jurisdiction and may
not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to
buy any of these securities, and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be unlawful.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This
release may contain forward-looking statements, including statements regarding the Companys
anticipated use of proceeds of the offering. Greenbrier uses words such as anticipates,
believes, forecast, potential, contemplates, expects, intends, plans, seeks,
estimates, could, would, will, may, can, and similar expressions to identify
forward-looking statements. These forward-looking statements are not guarantees of future
performance and are subject to certain risks and uncertainties that could cause actual results to
differ materially from in the results contemplated by the forward-looking statements. Factors that
might cause such a difference include, but are not limited
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Greenbrier announces closing of offering of convertible senior notes due 2018 (Cont.) Page 2
to, reported backlog is not indicative of our financial results; turmoil in the credit markets
and financial services industry; high levels of indebtedness and compliance with the terms of our
indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient
availability of borrowing capacity; fluctuations in demand for newly manufactured railcars or
failure to obtain orders as anticipated in developing forecasts; loss of one or more significant
customers; customer payment defaults or related issues; actual future costs and the availability of
materials and a trained workforce; failure to design or manufacture new products or technologies or
to achieve certification or market acceptance of new products or technologies; steel or specialty
component price fluctuations and availability and scrap surcharges; changes in product mix and the
mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt
manufacturing operations or the flow of cargo; production difficulties and product delivery delays
as a result of, among other matters, changing technologies or non-performance of subcontractors or
suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related
to car hire and residual values; difficulties associated with governmental regulation, including
environmental liabilities; integration of current or future acquisitions; succession planning; as
well as the other factors as may be discussed in more detail under the headings Risk Factors and
Forward Looking Statements in our Annual Report on Form 10-K for the fiscal year ended August 31,
2010 and our Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2010, and our
other reports on file with the Securities and Exchange Commission. Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect managements opinions only
as of the date hereof. Except as otherwise required by law, we do not assume any obligation to
update any forward-looking statements.
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