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GENESEE & WYOMING INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

May 30, 2014

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 27, 2014, Genesee & Wyoming Inc. (the "Company") entered into Amendment No. 2 (the "Amendment Agreement") to the Senior Secured Syndicated Facility Agreement, dated as of October 1, 2012, with the Amendment Agreement among the Company, RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, Rotterdam Rail Feeding B.V., Bank of America, N.A., as administrative agent and co-lead arranger and co-bookrunning manager, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as co-lead arrangers and co-bookrunning managers, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-syndication agents, Sumitomo Mitsui Banking Corporation, Sovereign Bank N.A., Branch Banking and Trust Company, TD Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and the lenders and certain guarantors party thereto from time to time. Pursuant to the terms of the Amendment Agreement, the Company amended and restated the terms of the Senior Secured Syndicated Facility Agreement (such amended and restated agreement, the "Amended and Restated Credit Agreement").

After giving effect to the Amendment Agreement, the Amended and Restated Credit Agreement provides for (i)(a) term loans denominated in U.S. dollars in an aggregate principal amount of US$1,520,000,000 (the "Domestic Term Loans") and (b) term loans denominated in Australian dollars in an aggregate principal amount of A$216,800,000 (the "Australian Term Loans" and, together with the Domestic Term Loans, the "Term Loans") in each case under the amended and restated senior secured term loan facilities (the "Term Loan Facilities") and (ii) a senior secured revolving credit facility for up to US$625,000,000 of revolving extensions of credit denominated in U.S. dollars outstanding at any time (including revolving loans, swingline loans and letters of credit), of which an aggregate of US$400,000,000 could be used for revolving extensions of credit denominated in Canadian dollars, Euros or Australian dollars outstanding at any time (collectively, the "Revolving Credit Facilities" and, together with the Term Loan Facilities, the "Credit Facilities." The maturity date of the Credit Facilities (the "Maturity Date") is May 31, 2019, or such earlier date as the obligations under the Credit Facilities become due and payable pursuant to the terms of the Amended and Restated Credit Agreement.

Interest Rate and Fees

At the Company's election, the interest rate per annum applicable to the domestic borrowings under the Credit Facilities will be based on the sum of the applicable margin and a fluctuating rate of interest determined by reference, (i) in the case of applicable floating rate loans, to the highest of (a) the federal funds effective rate plus 0.50%, (b) the LIBOR rate for a one-month interest period plus 1.00% and (c) the "prime rate" of Bank of America, N.A. or (ii) in the case of applicable offered rate loans, for any given interest period, the LIBOR Rate as calculated pursuant to the Amended and Restated Credit Agreement

At the Company's election, the interest rate per annum applicable to the Canadian borrowings under the Credit Facilities will be based on the sum of the applicable margin and a fluctuating rate of interest determined by reference, (i) in the case of Canadian floating rate loans, to the higher of (a) the rate of interest per annum announced by Bank of America - Canadian Branch (or its successors) from time to time as its prime rate in effect for Canadian Dollar loans in Canada at its principal office in Toronto, Ontario, and (b) the thirty (30) day BA Rate plus 1/2 of 1% per annum or (ii) in the case of Canadian offered rate loans, the BA Rate as calculated pursuant to the Amended and Restated Credit Agreement.

At the Company's election, the interest rate per annum applicable to the Euro borrowings under the Credit Facilities will be based on the sum of the applicable margin and a fluctuating rate of interest determined by reference, (i) in the case of Euro floating rate loans, to the higher of (a) the rate of interest per annum at which overnight deposits in Euro, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Bank of America- London Branch to major banks in the local market or other applicable offshore interbank market, and (b) the cost of funds to Bank of America-London Branch with respect to such amount for such day, expressed as a rate of interest per annum or (ii) in the case of offered rate loans, for any given interest period, the LIBOR Rate.

At the Company's election, the interest rate per annum applicable to the Australian borrowings will be based on the sum of the applicable margin and a fluctuating rate of interest determined by reference, (i) in the case of Australian floating rate loans, the RBA cash rate displayed at or about 10:30 a.m. (Sydney time) on such day on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) plus 3.00% or (ii) in the case of Australian offered rate loans, (a) the average bid rate (the "BBR Screen Rate") displayed at or about 10:30 a.m. (Sydney time) two Business

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Days prior to the commencement of such Interest Period on the Reuters screen BBSY page for a term equivalent to the Interest Period; or (b) to the extent the BBR Screen Rate is not displayed for a term equivalent to such Interest Period or the basis on which the BBR Screen Rate is displayed is changed and in the . . .

Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN

OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Section 1 of Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

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Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL

YEAR.

On May 27, 2014, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware to eliminate its Mandatorily Convertible Perpetual Preferred Stock, Series A-1, par value $0.01 per share (the "Series A-1 Preferred Stock"), none of which were outstanding at the time of filing. All of the shares of the Series A-1 Preferred Stock were converted by the Company into the Company's Class A common stock on February 13, 2013. The Certificate of Elimination became effective with the Delaware Secretary of State upon filing. This description is qualified in its entirety by reference to the copy of the Certificate of Elimination, which is attached hereto as Exhibit 3.1.

Item 8.01 OTHER EVENTS.

On May 30, 2014, the Company issued a press release announcing that its newly established subsidiary, Rapid City, Pierre & Eastern Railroad, Inc., has completed the acquisition of the west end of the Dakota, Minnesota & Eastern rail line from Canadian Pacific. A copy of the press release is attached hereto as Exhibit 99.1. The attached Exhibit 99.1 is incorporated into this Item 8.01 by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits: Exhibit No. Description 3.1 Certificate of Elimination of Mandatorily Convertible Perpetual Preferred Stock, Series A-1 of Genesee & Wyoming Inc., dated as of May 27, 2014. 10.1 Amendment No. 2, dated as of May 27, 2014, to the Senior Secured Syndicated Facility Agreement, dated as of October 1, 2012, among Genesee & Wyoming Inc., RP Acquisition Company Two, Quebec Gatineau Railway Inc., Genesee & Wyoming Australia Pty Ltd, Rotterdam Rail Feeding B.V., Bank of America, N.A., as administrative agent, and the agents, lenders and guarantors party thereto from time to time. 99.1 Press release, dated May 30, 2014, announcing the completion of the acquisition of the Dakota, Minnesota & Eastern West End by Rapid City, Pierre & Eastern Railroad.



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