UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) November 16, 2005
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13146
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| Delaware
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93-0816972 |
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(I.R.S. Employer Identification No.) |
One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035
(Address of principal executive offices) (Zip Code)
(503) 684-7000
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On November 16, 2005, The Greenbrier Companies, Inc. entered into a purchase agreement (the
“Purchase Agreement”) with Banc of America Securities LLC and Bear, Stearns & Co. Inc., as initial
purchasers, in connection with the offering and sale by Greenbrier of $60,000,000 aggregate
principal amount of the Company’s 8-3/8% Senior Notes due 2015 (the “Notes”). The Purchase
Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference. In the Purchase
Agreement, Greenbrier agreed to indemnify the initial purchasers against various liabilities,
including liabilities under the Securities Act of 1933, as amended, or to contribute to payments
the initial purchasers may be required to make in respect of those liabilities.
In connection with the offering of the notes pursuant to the Purchaser Agreement, on November
21, 2005 (the “Closing Date”), Greenbrier entered into a Registration Rights Agreement with certain
of our domestic subsidiaries (the “Guarantors”) and Banc of America Securities LLC and Bear Stearns
& Co. Inc., as initial purchasers (the “Registration Rights Agreement”). The following summary of
certain provisions of the Registration Rights Agreement is qualified in its entirety by reference
to the complete Registration Rights Agreement filed as Exhibit 10.2 hereto and incorporated herein
by reference.
The Registration Rights Agreement requires Greenbrier and the Guarantors to, among other
things: (i) file a registration statement within 90 days of the Closing Date to be used in
connection with the exchange of the Notes for publicly registered notes with substantially
identical terms; (ii) use their best efforts to have such registration statement declared effective
by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1933, as
amended, prior to the 180th day following the Closing Date, and (iii) commence an exchange offer
within 40 business days after such registration statement is declared effective by the SEC. In
addition, under certain circumstances, Greenbrier and the Guarantors may be required to file a
shelf registration statement to cover resales of the Notes.
If Greenbrier and the Guarantors fail to meet their obligations under the Registration Rights
Agreement, then Greenbrier and the Guarantors will pay liquidated damages to each holder of Notes
that are subject to transfer restrictions, with respect to the first 90-day period immediately
following such failure, in an amount equal to a per annum rate of 0.50% on the principal amount of
Notes that are subject to transfer restrictions held by such holder. The amount of the liquidated
damages will increase by an additional per annum rate of 0.50% with respect to each subsequent
90-day period until all obligations have been met, up to a maximum amount of liquidated damages of
1.50% per annum on the principal amount of Notes that are subject to transfer restrictions.
The initial purchasers and their affiliates have provided Greenbrier with certain financial
advisory, investment banking and commercial banking services. In addition, Bank of America, N.A.,
an affiliate of Banc of America Securities LLC, is administrative agent and a lender under our
existing revolving credit facility.