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Westinghouse Air Brake Technologies 8-K Report, Material Agreement (Apr 25, 2025)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed April 25, 2025
Period End
April 23, 2025
Security
WAB
In the record · 2016–202610-K1110-Q338-K132

WAB filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 132 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Mar ’17Mar ’17
  2. Leadership change8-K · Feb ’20Feb ’20
  3. Leadership change8-K · Apr ’22Apr ’22
  4. Material agreement8-K · Mar ’24Mar ’24

01—Abstract

Summary

Summary of the 8-K filed April 25, 2025. Cited figures are marked; the original filing is the authoritative source.

Westinghouse Air Brake Technologies Corporation entered into an Amended and Restated Credit Agreement dated April 23, 2025 (the "Closing Date") with Wabtec Transportation Netherlands B.V. as borrowers, a group of lenders, and PNC Bank, National Association as administrative agent.

The agreement amends and restates the Company's existing delayed draw term loan and revolving credit agreement dated June 8, 2018 (as amended and restated August 15, 2022, and further amended July 17, 2024), and refinances the existing term credit agreement dated March 14, 2024. The new facilities consist of a revolving credit facility of up to $2.0 billiona and a delayed draw term loan facility of $725.0 million. Approximately $250 million of the term loan refinanced outstanding delayed draw term loans, and $225.0 million refinanced outstanding term loans under the prior term credit agreement.

The agreement also permits incremental commitments of up to $1.0 billionb, subject to certain conditions. Both the revolving and term loan facilities mature on April 23, 2030, and are unsecured. Obligations are guaranteed by certain Company subsidiaries.

Pricing depends on the lower of a leverage ratio (total debt, reduced by up to $500 millionc of unrestricted cash, to EBITDA) and the Company's public credit rating, with SOFR/RFR-based borrowings ranging from 1.000% to 1.750% and Alternate Base Rate borrowings from 0.000% to 0.750%. The agreement includes customary covenants, permits dividends and restricted payments subject to no default and compliance with interest coverage and leverage ratios, and includes a change of control event of default.

02—Key points

Key Highlights

  1. New $2.0 billion unsecured revolving credit facility maturing April 23, 2030
  2. New $725.0 million unsecured delayed draw term loan facility maturing April 23, 2030, used in part to refinance about $250 million of existing delayed draw term loans and $225.0 million of existing term loans
  3. Up to $1.0 billion of incremental commitments available to increase the revolving or term loan facilities, subject to certain conditions
  4. Interest rates tied to the lower of a leverage ratio and the Company's public credit rating: 1.000% to 1.750% for SOFR/RFR-based borrowings and 0.000% to 0.750% for Alternate Base Rate borrowings
  5. Facilities are guaranteed by certain subsidiaries, with customary covenants on indebtedness, liens, restricted payments, and affiliate transactions
  6. Dividends and restricted payments permitted if no default exists and interest coverage and leverage ratio requirements are met
  7. Includes a change of control event of default

03—Questions

Frequently Asked Questions

  1. What new credit facilities did Westinghouse Air Brake Technologies enter into?

    The Company entered into an Amended and Restated Credit Agreement on April 23, 2025, providing a $2.0 billion revolving credit facility and a $725.0 million delayed draw term loan facility, both maturing April 23, 2030.

  2. What happened to the Company's existing credit agreements?

    The new agreement amends and restates the existing delayed draw term loan and revolving credit agreement dated June 8, 2018, and refinances the existing term credit agreement dated March 14, 2024.

  3. How is the interest rate on borrowings determined?

    Rates are based on the lower of the Company's leverage ratio (total debt, reduced by up to $500 million of unrestricted cash, to EBITDA) and its public credit rating, ranging from 1.000% to 1.750% for SOFR/RFR-based borrowings and 0.000% to 0.750% for Alternate Base Rate borrowings.

  4. Are the new facilities secured?

    No, the revolving credit facility and term loan facility are unsecured. They are guaranteed by certain subsidiaries of the Company.

  5. Can the Company pay dividends under the new agreement?

    Yes, the Company may pay dividends and make other restricted payments, provided no default or event of default exists at declaration, on a pro forma basis, and the Company complies with the required interest coverage and leverage ratios.

04—Continue

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