01—Abstract
Summary
Summary of the 8-K filed March 11, 2024. Cited figures are marked; the original filing is the authoritative source.
On March 11, 2024, Westinghouse Air Brake Technologies Corporation completed a public offering of $500,000,000a aggregate principal amount of its 5.611% Senior Notes due 2034, issued under its existing shelf registration statement on Form S-3.
The notes pay interest semi-annually on March 11 and September 11, beginning September 11, 2024, and mature on March 11, 2034. They are senior unsecured obligations, fully and unconditionally guaranteed on an unsecured basis by the company's guarantor subsidiaries, and are effectively subordinated to secured debt and structurally subordinated to liabilities of non-guarantor subsidiaries. The notes may be redeemed before December 11, 2033 at a make-whole premium, and on or after that date at 100%b of principal plus accrued interest.
Upon a change of control triggering event, the company must offer to repurchase the notes at 101% of principal plus accrued interest. The indenture contains covenants limiting liens securing debt and sale and leaseback transactions, subject to exceptions. The filing also states that the company expects to enter into a new 2024 Credit Agreement with PNC Bank, National Association, as Administrative Agent, providing a single borrowing of $225.0 millionc in term loans, expected on or about March 14, 2024.
The note offering was not conditioned on that credit agreement. The filing identifies a Twelfth Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee for the notes.
02—Key points
Key Highlights
- Issued $500 million of 5.611% Senior Notes due March 11, 2034 under an existing Form S-3 shelf registration.
- Interest is payable semi-annually on March 11 and September 11, starting September 11, 2024.
- Notes are senior unsecured obligations, guaranteed by subsidiary guarantors, and structurally subordinated to non-guarantor subsidiary liabilities.
- Make-whole redemption is available before December 11, 2033; redemption at par plus accrued interest is available on or after that date.
- A change of control triggering event requires an offer to repurchase at 101% of principal plus accrued interest.
- Covenants restrict secured debt liens and sale and leaseback transactions, subject to exceptions.
- The company expects to enter into a 2024 Credit Agreement with PNC Bank providing $225.0 million of term loans, on or about March 14, 2024; the notes offering was not conditioned on it.
03—Questions
Frequently Asked Questions
How much debt did Westinghouse Air Brake Technologies issue and when does it mature?
The company issued $500,000,000 aggregate principal amount of 5.611% Senior Notes due March 11, 2034.
When and how are interest payments made on the notes?
Interest accrues at 5.611% per year and is payable semi-annually on March 11 and September 11 each year, commencing September 11, 2024.
Can the company redeem the notes early?
Yes. Before December 11, 2033, the company may redeem the notes in whole or in part by paying a make-whole premium as described in the indenture. On or after December 11, 2033, it may redeem at 100% of principal plus accrued and unpaid interest.
What happens if there is a change of control?
If a change of control triggering event, as defined in the indenture, occurs, the company must offer to purchase the notes at 101% of their principal amount plus accrued and unpaid interest.
Is the company taking on additional bank debt alongside the notes?
The filing states that the company expects to enter into a 2024 Credit Agreement with PNC Bank, National Association, as Administrative Agent, providing a single borrowing of $225.0 million in term loans, expected on or about March 14, 2024. The notes offering was not conditioned on this agreement.
04—Continue