Item 1.01. Entry into a Material Definitive Agreement.
On June 3, 2021, Wabtec Transportation Netherlands B.V. (the "Issuer"), a wholly
owned subsidiary of Westinghouse Air Brake Technologies Corporation ("Wabtec"),
completed a public offering and sale of €500.0 million aggregate principal
amount of the Issuer's 1.250% Senior Notes due 2027 (the "Notes"), which are
fully and unconditionally guaranteed by Wabtec, as guarantor. The offering and
sale of the Notes was made pursuant to the Issuer's and Wabtec's shelf
registration statement on Form S-3 (File No. 333-256296) (the "Registration
Statement"), which became effective upon filing with the Securities and Exchange
Commission on May 19, 2021.
The Notes were issued pursuant to an indenture, dated as of June 3, 2021 (the
"Base Indenture"), between the Issuer, Wabtec and U.S. Bank National
Association, as trustee (the "Trustee"), as amended and supplemented by the
first supplemental indenture, dated as of June 3, 2021, between the Issuer,
Wabtec and the Trustee (the "First Supplemental Indenture" and, together with
the Base Indenture, the "Indenture").
The Notes will bear interest from June 3, 2021, at a rate equal to 1.250% per
year, payable annually on December 3 of each year, commencing on December 3,
2021. The Notes will mature on December 3, 2027.
The Issuer may redeem the Notes at any time prior to October 3, 2027, in whole
or in part, by paying a "make-whole" premium, as described in the Indenture,
plus accrued and unpaid interest to, but not including, the date of redemption.
At any time on or after October 3, 2027, the Issuer may redeem the Notes, in
whole or in part, at a redemption price equal to 100% of the principal amount of
the Notes to be redeemed, plus accrued and unpaid interest to, but not
including, the date of redemption. In the event of certain changes in law
relating to certain tax matters specified in the Indenture, the Issuer may also
redeem the Notes, in whole, but not in part, at a redemption price equal to 100%
of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest to, but not including, the date of redemption.
If a change of control triggering event (as defined in the Indenture) occurs,
the Issuer must make an offer to purchase the Notes at a price equal to 101% of
their principal amount, plus accrued and unpaid interest to, but not including,
the date of repurchase.
The Notes are subject to customary events of default, as set forth in the
Indenture. The Notes are subject to covenants that limit Wabtec's ability, and
the ability of Wabtec's restricted subsidiaries, to (i) incur, suffer to exist
or guarantee any debt secured by certain liens, and (ii) enter into sale and
leaseback transactions, in each case, subject to exceptions and qualifications,
as set forth in the Indenture. Subject to certain exceptions, the Indenture
contains covenants limiting the Issuer's and Wabtec's ability to consolidate or
merge with, or convey, transfer or lease substantially all of their assets to,
another person (except, in the case of the Issuer, to Wabtec or any other
subsidiary of Wabtec).
The Notes are the senior unsecured obligations of the Issuer and rank equally in
right of payment with all of the Issuer's existing and future senior unsecured
indebtedness. The Notes will be effectively subordinated to the Issuer's
existing and future secured indebtedness to the extent of the value of any
assets securing that indebtedness and effectively subordinated to any existing
and future indebtedness and other liabilities, including trade payables, of the
Issuer's subsidiaries.
Wabtec's guarantee of the Notes is the senior unsecured obligation of Wabtec and
ranks equally in right of payment all of Wabtec's other senior unsecured
indebtedness from time to time outstanding. Wabtec's guarantee of the Notes will
be effectively subordinated to Wabtec's existing and future secured indebtedness
to the extent of the value of any assets securing that indebtedness and
effectively subordinated to any existing and future indebtedness and other
liabilities, including trade payables, of Wabtec's subsidiaries (other than the
Issuer).
The Notes have been approved for admission to the Official List of the Irish
Stock Exchange plc, trading as Euronext Dublin, and trading on the Global
Exchange Market thereof.
--------------------------------------------------------------------------------
The net proceeds received by the Issuer, after deducting the underwriting
discounts and estimated offering expenses payable by the Issuer and Wabtec, were
approximately €492.9 million. The Issuer and Wabtec intend to use such net
proceeds to finance and/or refinance, in whole or in part, one or more eligible
green projects pursuant to Wabtec's Green Finance Framework.
The foregoing description of the terms of the Notes and the Indenture does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Notes, the Base Indenture and the First Supplemental Indenture. The
Base Indenture and the First Supplemental Indenture are attached hereto as
Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by
reference. In connection with the offering of the Notes, Wabtec is filing
herewith as Exhibit 5.1 an opinion of counsel relating to the validity of the
Notes and the Wabtec guarantee. Wabtec is also filing a related opinion of
counsel herewith as Exhibit 5.2. The foregoing Exhibits 5.1 and 5.2 are being
filed for the purpose of incorporating these opinions as exhibits to the
Registration Statement and they are also incorporated therein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Base Indenture, dated as of June 3, 2021, among Wabtec Transportation
Netherlands B.V, as issuer, Westinghouse Air Brake Technologies
Corporation, as guarantor, and U.S. Bank National Association, as
trustee.
4.2 First Supplemental Indenture, dated as of June 3, 2021, among Wabtec
Transportation Netherlands B.V, as issuer, Westinghouse Air Brake
Technologies Corporation, as guarantor, and U.S. Bank National
Association, as trustee.
4.3 Form of 1.250% Notes due 2027 (included in Exhibit 4.2 hereof)
5.1 Opinion of Jones Day
5.2 Opinion of Jones Day
23.1 Consent of Jones Day (included in Exhibit 5.1 hereof)
23.2 Consent of Jones Day (included in Exhibit 5.2 hereof)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses