AMERICAN RAILCAR INDUSTRIES, INC. (NASDAQ:ARII) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
Company) entered into a Consulting Services Agreement (the
Agreement) with American Railcar Leasing LLC (ARL), a company
controlled by Mr. Carl Icahn, ARIs principal beneficial stockholder
through Icahn Enterprises L.P. (IELP). The Agreement was
unanimously approved by the independent directors of ARIs audit
committee.
customer service and engineering services (collectively referred to
as Services) to ARL, upon ARL’s request. In order to provide the
Services, ARI may designate and cause one or more of its employees
to provide the Services to ARL as provided in the Agreement. In
exchange for the Services to be performed under the Agreement, ARL
will pay to ARI a total weekly fee calculated based on hours worked
multiplied by an agreed upon rate for each of the Services
performed. In addition, ARL will reimburse ARI for all reasonable
and documented costs and expenses incurred in accordance with the
Agreement.
prior written notice with respect to any or all of the Services.
Unless previously terminated prior thereto, this Agreement will
automatically terminate on the date that the sale of ARLs equity
interests to SMBC Rail Services LLC occurs. Additional information
about the ARL sale and the transition from ARL to ARI of the
management of ARI’s railcars can be found in ARI’s Current Report
on Form 8-K filed with the SEC on December 19, 2016.
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
of Directors of the Company. Mr. Christodoro’s resignation from
the Board of Directors of the Company was not a result of any
disagreement with the Company or the Companys Board of Directors.
Company, to the Companys Bylaws (i) elected Michael Nevin to fill
the vacancy created by Mr. Christodoro’s resignation, and (ii)
appointed Mr. Nevin to replace Mr. Christodoro on the compensation
committee of the Board of Directors.
diversified holding company engaged in a variety of businesses,
including investment, automotive, energy, gaming, railcar, food
packaging, metals, mining, real estate and home fashion) since July
2015. Mr. Nevin is responsible for analyzing and monitoring
portfolio companies for IELP. Prior to that time, Mr. Nevin was
employed by Jefferies LLC as a Research Analyst from April 2014 to
July 2015 covering the utilities sector. Mr. Nevin was also
employed by JP Morgan Investment Bank in various roles from March
2009 to April 2015. Mr. Nevin has been a director of: Conduent
Incorporated, a provider of business process outsourcing services,
since December 2016; Ferrous Resources Limited, an iron ore mining
company with operations in Brazil, since December 2016; and
Federal-Mogul Holdings LLC (formerly known as Federal-Mogul
Holdings Corporation), a supplier of automotive powertrain and
safety components, since February 2016. Ferrous Resources and
Federal-Mogul are each indirectly controlled by Carl C. Icahn. Mr.
Icahn also has non-controlling interests in Conduent through the
ownership of securities. Mr. Nevin received his B.S. from Drexel
University.
any other persons to which he was selected as a director of the
Company, and he has no direct or indirect material interest in any
transaction required to be disclosed to Item 404(a) of Regulation
S-K.
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Exhibit Number
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Description
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Exhibit 10.1
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Consulting Services Agreement dated as of February 15,
2017 by and between American Railcar Industries, Inc. and American Railcar Leasing LLC |
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. AMERICAN RAILCAR INDUSTRIES, INC. (NASDAQ:ARII) Recent Trading Information
AMERICAN RAILCAR INDUSTRIES, INC. (NASDAQ:ARII) closed its last trading session down -0.62 at 46.03 with 56,590 shares trading hands.
