Wabtec Announces New Financing Arrangements
June 13 2018 - 9:00AM
Wabtec Corporation (NYSE:WAB) today announced that it has entered
into new financing arrangements in connection with its pending
merger with GE Transportation.
The new arrangements include syndication of a $2.5
billion senior unsecured bridge commitment and $400 million senior
unsecured delayed draw term loan to fund the cash portion of the
merger. The new arrangements provide that the bridge
commitment will be reduced by any alternative financing that Wabtec
arranges prior to closing, which may include additional loans or
long-term notes. In addition, the company refinanced an existing
revolving credit facility with a $1.2 billion senior unsecured
revolver with a five-year term, and refinanced an existing $350
million senior unsecured term loan with a three-year term loan.
Patrick D. Dugan, Wabtec’s executive vice president
and chief financial officer, said: “With these arrangements, we
have syndicated the necessary financing for the cash portion of our
proposed combination with GE Transportation and improved our
long-term capital structure. We appreciate the strong support
from our banks and are pleased that the syndication was
significantly oversubscribed, demonstrating the market’s confidence
in the compelling financial aspects of the combination.”
Goldman Sachs Bank USA served as sole arranger and
bookrunner of the bridge loan and joint lead arranger and
bookrunner along with HSBC Bank USA, N.A., JPMorgan Chase Bank,
N.A., Bank of America, N.A., PNC Capital Markets LLC and TD
Securities (USA) LLC on the revolving credit facility and term loan
facilities. PNC Bank, National Association is serving as
administrative agent.
Wabtec Corporation is a leading global provider of
equipment, systems and value-added services for transit and freight
rail. Through its subsidiaries, the company manufactures a
range of products for locomotives, freight cars and passenger
transit vehicles. The company also builds new switcher and commuter
locomotives, and provides aftermarket services. The company has
roughly 18,000 employees and facilities located throughout the
world.
ADDITIONAL INFORMATION AND WHERE TO FIND
ITIn connection with the proposed transaction between
General Electric Company (“GE”) and Wabtec, Transportation Systems
Holdings Inc., a newly formed wholly owned subsidiary of GE
(“SpinCo”), will file with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4/S-1
containing a prospectus or a registration statement on Form 10 and
Wabtec will file with the SEC a registration statement on Form S-4
that will include a combined proxy statement/prospectus. If the
transaction is effected via an exchange offer, GE will also file
with the SEC a Schedule TO with respect thereto. This
communication is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other
documents GE, Wabtec and/or SpinCo may file with the SEC in
connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, AND OTHER DOCUMENTS FILED BY GE,
WABTEC OR SPINCO WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to
obtain free copies of these materials and other documents filed
with the SEC by GE, Wabtec and/or SpinCo through the website
maintained by the SEC at www.sec.gov. Investors and security
holders will also be able to obtain free copies of the documents
filed by GE, Wabtec and/or SpinCo with the SEC from the respective
companies by directing a written request to GE and/or SpinCo at
General Electric Company, 41 Farnsworth Street, Boston,
Massachusetts 02210 or by calling 617-443-3400, or to Wabtec at
Wabtec Corporation, 1001 Air Brake Avenue, Wilmerding, PA 15148 or
by calling 412-825-1543.
NO OFFER OR SOLICITATIONThis
communication is for informational purposes only and not intended
to and does not constitute an offer to subscribe for, buy or sell,
the solicitation of an offer to subscribe for, buy or sell, or an
invitation to subscribe for, buy or sell, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to or in connection with the proposed transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
PARTICIPANTS IN THE
SOLICITATIONThis communication is not a solicitation of a
proxy from any investor or security holder. GE, Wabtec,
SpinCo, their respective directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from shareholders of
Wabtec in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of proxies in
connection with the proposed transaction, including a description
of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the relevant materials when filed
with the SEC. Information regarding the directors and
executive officers of GE is contained in GE’s proxy statement for
its 2018 annual meeting of stockholders, filed with the SEC on
March 12, 2018, its Annual Report on Form 10-K for the year ended
December 31, 2017, which was filed with the SEC on February 23,
2018, its Quarterly Report on Form 10-Q for the quarter ended March
31, 2018, which was filed with the SEC on May 1, 2018 and certain
of its Current Reports filed on Form 8-K. Information
regarding the directors and executive officers of Wabtec is
contained in Wabtec’s proxy statement for its 2018 annual meeting
of stockholders, filed with the SEC on April 5, 2018, its Annual
Report on Form 10-K for the year ended December 31, 2017, which was
filed with the SEC on February 26, 2018, its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2018 which was filed with
the SEC on May 4, 2018 and certain of its Current Reports filed on
Form 8-K. These documents can be obtained free of charge from
the sources indicated above.
Contact:
Tim WesleyPhone: 412.825.1543
E-mail: twesley@wabtec.com Website: www.wabtec.com
Wabtec Corporation1001 Air Brake AvenueWilmerding,
PA 15148
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