Current Report Filing (8-k)
June 19 2020 - 4:08PM
Edgar (US Regulatory)
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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): June 16, 2020 (June 16, 2020)
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction of Incorporation)
033-90866
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25-1615902
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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30 Isabella Street
Pittsburgh, Pennsylvania
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15212
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(Address of Principal Executive Offices)
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(Zip Code)
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(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
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.):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a–12 under
the Exchange Act (17 CFR 240.14a–12)
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☐
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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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☐
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Pre–commencement communications pursuant to Rule
13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, par value $0.01
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WAB
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
In connection with its public offering (the “Offering”) of $500.0 million aggregate principal amount of its 3.200% Senior Notes due 2025 (the “Notes”),
Westinghouse Air Brake Technologies Corporation (the “Company”) is filing herewith as Exhibit 1.1 the Underwriting Agreement, dated June 16, 2020 (the “Underwriting Agreement”), by and among the Company, the subsidiary guarantors party thereto and
BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC. The Offering is being conducted pursuant to the Company’s shelf registration
statement (333-219657) filed with the Securities and Exchange Commission.
On June 17, 2020, the Company issued a press release announcing that it priced the Offering. A copy of the Company’s press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Underwriting Agreement, dated June 16, 2020, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors party thereto and
BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC.
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Press Release, dated June 17, 2020.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
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By:
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Patrick D. Dugan
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Executive Vice President and Chief Financial Officer
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Date: June 19, 2020
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