Item 1.01 Entry Into a Material Definitive Agreement.
On December 29, 2019, GWI Acquisitions Pty Ltd (the "Borrower"), a subsidiary of
G&W Australia Holdings LP ("GWA"), of which G&W owns a 51% interest, entered
into an Amending Agreement No. 1 (the "SFA Amendment") to that certain Project
Monty - Syndicated Facility Agreement, dated November 28, 2016 (the "SFA"),
between, among others, National Australia Bank Limited (the "Agent"), the
Borrower and the Obligors set forth on Schedule 1 of the SFA Amendment. Under
the SFA, the Borrower and the Agent are obligated to consult in good faith for
45 business days if certain change of control review events occur, including
where G&W ceases to hold a required minimum interest in GWA, and if they cannot
reach agreement, lenders under the SFA are permitted to notify the Borrower that
they no longer wish to participate in the SFA. In anticipation of the potential
divestiture of GWA (as previously disclosed in G&W's Form 8-K filed on August 5,
2019) (the "GWA Divestiture"), the SFA Amendment revises the definition of a
change of control review event to, among other things, remove references to
G&W's ownership of GWA. Subject to the conditions set forth therein, the SFA
Amendment will become effective upon the closing of the GWA Divestiture.
The foregoing description of the SFA Amendment and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the SFA Amendment, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, G&W terminated its Third Amended and Restated Senior
Secured Syndicated Facility Agreement, dated as of June 5, 2018 (the "Existing
Credit Agreement"), by and among G&W, certain subsidiaries of G&W, the lenders
party thereto from time to time and Bank of America, N.A., as administrative
agent. In connection with the termination, G&W repaid all of the outstanding
obligations in respect of principal, interest and fees under the Existing Credit
Agreement, and terminated and released all security interests and liens granted
in connection therewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of July 1, 2019, by and
among Genesee & Wyoming Inc., DJP XX, LLC and MKM XXII Corp.
(incorporated by reference to Exhibit 2.1 to Current Report on Form
8-K filed with the SEC on July 1, 2019).
10.1 Amending Agreement No. 1 to Project Monty - Syndicated Facility
Agreement, dated as of December 29, 2019, by and among National
Australia Bank Limited, GWI Acquisitions Pty Ltd and the parties
listed on Schedule 1 thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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