01—Abstract
Summary
Summary of the 8-K filed May 29, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 29, 2025, Westinghouse Air Brake Technologies Corporation completed a public offering of two series of senior unsecured notes under its existing shelf registration statement on Form S-3: $500,000,000a of 4.900% Senior Notes due 2030 and $750,000,000 of 5.500% Senior Notes due 2035.
Interest is payable semi-annually on May 29 and November 29, beginning November 29, 2025. The notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the company's subsidiaries that guarantee its Amended and Restated Credit Agreement dated April 23, 2025, and they rank equally with the company's other senior unsecured indebtedness. The company may redeem the notes before the applicable Par Call Date at a make-whole premium, and may redeem on or after the Par Call Date (April 29, 2030 for the 2030 Notes; March 1, 2035 for the 2035 Notes) 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%c of principal plus accrued interest. The indenture contains covenants limiting secured debt liens and sale and leaseback transactions, subject to exceptions.
The notes are effectively subordinated to secured indebtedness to the extent of the collateral securing it, and structurally subordinated to liabilities, including trade payables, of subsidiaries that do not guarantee the notes. The filing also incorporates the Fourteenth Supplemental Indenture, dated May 29, 2025, which governs the notes and names U.S. Bank Trust Company, National Association, as trustee for the notes, along with opinions of counsel from Jones Day and Snell & Wilmer L.L.P. on the validity of the notes.
02—Key points
Key Highlights
- Issued $500.0 million of 4.900% Senior Notes due May 29, 2030 and $750.0 million of 5.500% Senior Notes due May 29, 2035, a total of $1.25 billion in aggregate principal.
- Offering was made under the existing Form S-3 shelf registration (File No. 333-275386), as amended by a Post-Effective Amendment filed May 19, 2025.
- Notes are senior unsecured obligations, guaranteed by subsidiaries that guarantee the company's Amended and Restated Credit Agreement dated April 23, 2025.
- Par Call Dates are April 29, 2030 for the 2030 Notes and March 1, 2035 for the 2035 Notes; redemption at par plus accrued interest is available on or after those dates.
- Change of control triggering event requires an offer to repurchase at 101% of principal plus accrued and unpaid interest.
- Indenture covenants limit liens securing debt and sale and leaseback transactions, subject to exceptions.
- Notes are effectively subordinated to secured debt and structurally subordinated to liabilities of non-guarantor subsidiaries, including trade payables.
03—Questions
Frequently Asked Questions
What debt did Westinghouse Air Brake Technologies issue on May 29, 2025?
The company sold $500,000,000 of 4.900% Senior Notes due 2030 and $750,000,000 of 5.500% Senior Notes due 2035 in a public offering under its existing shelf registration statement.
When do interest payments on the notes occur?
Interest on both series is payable semi-annually on May 29 and November 29 of each year, beginning November 29, 2025.
Can the company redeem the notes early?
Before the applicable Par Call Date, the company may redeem the notes by paying a make-whole premium as described in the indenture. On or after April 29, 2030 for the 2030 Notes and March 1, 2035 for the 2035 Notes, 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 occurs, as defined in the indenture, the company must offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest.
How do the notes rank relative to other company obligations?
The notes are senior unsecured obligations that rank equally with the company's other senior unsecured debt. They are effectively subordinated to secured debt to the extent of the collateral, and structurally subordinated to liabilities, including trade payables, of subsidiaries that do not guarantee the notes.
04—Continue