Greenbrier Announces Conversion Right Notification for 2.375% Convertible Senior Notes


Fri, Oct 10, 2014 08:33 AM


LAKE OSWEGO, Ore., Oct. 10, 2014 /PRNewswire/ -- The Greenbrier Companies, Inc. (NYSE: GBX) ("Greenbrier") today announced that holders of its 2.375% Convertible Senior Notes due 2026 (the "Notes") are entitled to convert all or a portion of the Notes ($14.9 million total principal amount outstanding as of October 10, 2014) into cash and shares of Greenbrier's common stock, if any, subject to the terms of the Indenture, dated as of May 22, 2006, by and among Greenbrier, certain guarantors, and U.S. Bank National Association, as Trustee (the "Indenture").

This conversion right has been triggered by the satisfaction of the sale price condition in Section 12.1(a)(i) of the Indenture. The Notes will continue to be convertible until December 31, 2014, and may be convertible thereafter, if one or more of the conversion conditions specified in the Indenture are satisfied.

Holders of the Notes who wish to exercise their conversion right should contact U.S. Bank National Association, the conversion agent for the Notes, at the following address and telephone number:

U.S. Bank National Association
Attn:  Specialized Finance
111 Fillmore Avenue
St. Paul, MN  55107-1402
PHONE: 800-934-6802
FAX:       651-466-7367
EMAIL:  [email protected]

A complete explanation of the conversion rights of holders of the Notes, including the procedures required to convert the Notes, is set forth in the Indenture. Holders are urged to review the conversion provisions contained in the Notes and the Indenture.

About The Greenbrier Companies, Inc.
Greenbrier, (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. We build new railroad freight cars in our 4 manufacturing facilities in the U.S. and Mexico and marine barges at our U.S. manufacturing facility.  Greenbrier also sells reconditioned wheel sets and provides wheel services at 9 locations throughout the U.S.  We recondition, manufacture and sell railcar parts at 4 U.S. sites.  Greenbrier is a 50/50 joint venture partner with Watco Companies, LLC in GBW Railcar Services, LLC which repairs and refurbishes freight cars at 38 locations across North America, including 14 tank car repair and maintenance facilities certified by the Association of American Railroads. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through our operations in Poland. Greenbrier owns approximately 8,600 railcars, and performs management services for approximately 238,000 railcars.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:  This press release may contain forward-looking statements, including statements regarding expected new railcar production volumes and schedules, expected customer demand for the Company's products and services, plans to increase manufacturing capacity, restructuring plans, new railcar delivery volumes and schedules, growth in demand for the Company's railcar services and parts business, and the Company's strategic initiatives and future financial performance. Greenbrier uses words such as "anticipates," "believes,"  "forecast," "potential," "goal," "contemplates," "expects," "intends," "initiatives," "targets," "plans," "projects," "hopes," "seeks," "estimates," "could," "would," "will," "may," "can," "designed to," "foreseeable future" and similar expressions to identify forward-looking statements.  These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from in the results contemplated by the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, reported backlog is not indicative of our financial results; turmoil in the credit markets and financial services industry; high levels of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity; fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; actual future costs and the availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and availability and scrap surcharges; changes in product mix and the mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, changing technologies, production of new railcar types, or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; difficulties associated with governmental regulation, including environmental liabilities; integration of current or future acquisitions; succession planning; all as may be discussed in more detail under the headings "Risk Factors" and "Forward Looking Statements" in our Annual Report on Form 10-K for the fiscal year ended August 31, 2013, and our other reports on file with the Securities and Exchange Commission.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof.  Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.

SOURCE The Greenbrier Companies, Inc. (GBX)