AMERICAN RAILCAR INDUSTRIES, INC. (NASDAQ:ARII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On January18, 2018, American Railcar Industries, Inc. (ARI) entered into a First Amendment (Repair Services Amendment) to the Repair Services and Support Agreement dated as of April 27, 2015 (Repair Services Agreement) with ACF Industries, LLC (ACF), a company controlled by Mr. Carl Icahn, ARI’s principal beneficial stockholder through Icahn Enterprises L.P. The Repair Services Amendment was unanimously approved by the independent directors of ARI’s audit committee.
to the terms and conditions of the Repair Services Agreement, ARI provides certain sales and administrative and technical services, materials and purchasing support and engineering services to ACF to provide repair and retrofit services (Repair Services). Additionally, ARI provides ACF a non-exclusive and non-assignable license of certain intellectual property related to the Repair Services for railcars. ARI has the right to assign any sales opportunity related to Repair Services to ACF, and ACF has the right, but not the obligation, to accept such sales opportunity. Subject to certain early termination events, the Repair Services Agreement terminates on December 31, 2020. The Repair Services Amendment removes any specific rights to sales opportunities by ACF and any difference in net profits provided to ARI related to Repair Services for railcars owned by American Railcar Leasing LLC, a former affiliate of ARI’s that was sold to an unaffiliated third party effective June 1, 2017. After giving effect to the Repair Services Amendment, ARI has the exclusive right to sales opportunities related to all Repair Services and ARI will receive 30% of the net profits (as defined in the Repair Services Agreement) for Repair Services related to all railcars, if any, but in any case, does not absorb any losses incurred by ACF.
Also on January18, 2018, ARI entered into a Fourth Amendment (Purchasing and Engineering Services Amendment) to the Purchasing and Engineering Services Agreement and License dated as of January 7, 2013 and amended as of August 22, 2014, November 5, 2015 and December 20, 2016 (Purchasing and Engineering Services Agreement) with ACF. The Purchasing and Engineering Services Amendment was unanimously approved by the independent directors of ARI’s audit committee.
to the terms and conditions of the Purchasing and Engineering Services Agreement, ARI provides purchasing support and engineering services to ACF in connection with ACF’s manufacture and sale of tank railcars at its facility in Milton, Pennsylvania. Additionally, ARI provides ACF a non-exclusive, non-assignable license to certain of ARI’s intellectual property, including certain designs, specifications, processes and manufacturing know-how required to manufacture and sell tank railcars during the term of the Purchasing and Engineering Services Agreement. The Purchasing and Engineering Services Amendment extends the term of the Purchasing and Engineering Services Agreement from December 31, 2017 to December 31, 2018, subject to certain early termination events.
Each of the amendments described above is effective as of December 31, 2017.
About AMERICAN RAILCAR INDUSTRIES, INC. (NASDAQ:ARII)
American Railcar Industries, Inc. is a designer and manufacturer of hopper and tank railcars. The Company designs, manufactures and sells railcars and a range of components for the North American railcar and industrial markets. The Company operates through three segments: manufacturing, railcar leasing and railcar services. The manufacturing consists of railcar manufacturing, and railcar and industrial component manufacturing. The railcar-leasing segment consists of railcars manufactured by the Company and leased to third parties under operating leases. The railcar services segment consists of railcar repair, engineering and field services. It manufactures over two types of railcars, hopper railcars and tank railcars. It also manufactures various components for railcar and industrial markets. It manufactures both general service and specialty hopper railcars at its Paragould plant. Its hopper railcars are designed for shipping a range of dry bulk products from light density products.