01—Abstract
Summary
Summary of the 8-K filed February 27, 2024. Cited figures are marked; the original filing is the authoritative source.
Westinghouse Air Brake Technologies Corporation (NYSE: WAB) disclosed in this Form 8-K that it priced a public offering of $500.0 milliona aggregate principal amount of 5.611% Senior Notes due 2034.
The Underwriting Agreement dated February 26, 2024, with subsidiary guarantors and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and TD Securities (USA) LLC is filed as Exhibit 1.1. The Offering is being made under the company's shelf registration statement (333-275386), and closing is expected on or about March 11, 2024.
The company expects to enter into a new 2024 Credit Agreement with PNC Bank, National Association, as Administrative Agent, concurrent with the closing. It will provide a single borrowing of term loans totaling $225.0 millionb and is described as substantially similar to the terms of the company's 2022 credit agreement. The Offering is not conditioned on entry into or funding of the 2024 Credit Agreement.
The press release (Exhibit 99.1) states that net proceeds, together with cash on hand and/or borrowings under the 2024 Credit Agreement, will be used to repay all outstanding 4.15%c Senior Notes due 2024 at maturity, scheduled for March 15, 2024. The Notes will mature March 11, 2034 and pay interest semi-annually, and will be guaranteed by current and future subsidiaries that guarantee its indebtedness under credit agreements or other debt.
02—Key points
Key Highlights
- Priced a $500.0 million offering of 5.611% Senior Notes due March 11, 2034, with closing expected on or about March 11, 2024
- Notes are guaranteed by current and future subsidiaries that guarantee the company's credit agreement or other debt
- Expects to enter into a 2024 Credit Agreement with a single term loan borrowing of $225.0 million, substantially similar to its 2022 credit agreement
- Net proceeds plus cash on hand and/or 2024 Credit Agreement borrowings are intended to repay the 4.15% Senior Notes due 2024 at their March 15, 2024 maturity
- The Offering is not conditioned on entry into or funding of the 2024 Credit Agreement
- Offering is conducted under shelf registration statement 333-275386, filed November 8, 2023 on Form S-3
- Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and TD Securities (USA) LLC are joint book-running managers
03—Questions
Frequently Asked Questions
How much debt is Wabtec issuing and on what terms?
Wabtec priced $500.0 million aggregate principal amount of 5.611% Senior Notes due March 11, 2034. Interest is paid semi-annually in arrears, and the Notes are expected to close on or about March 11, 2024.
Why is Wabtec issuing these notes?
The company intends to use the net proceeds, together with cash on hand and/or borrowings under the new 2024 Credit Agreement, to repay all of its outstanding 4.15% Senior Notes due 2024 at maturity, scheduled for March 15, 2024.
What is the 2024 Credit Agreement?
The company expects to enter into a new credit agreement with PNC Bank, National Association, as Administrative Agent, providing a single borrowing of term loans of $225.0 million. Its terms are described as substantially similar to the company's 2022 credit agreement.
Is the bond offering dependent on the new credit agreement?
No. Both the filing and the press release state that the Offering is not conditioned upon the entry into or funding of the 2024 Credit Agreement.
Who guarantees the Notes?
The Notes will be guaranteed by each of the company's current and future subsidiaries that guarantee its indebtedness under its credit agreements or any other debt of the company or any other guarantor.
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