Genesee& Wyoming Inc. (NYSE:GWR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On December13, 2016, Genesee Wyoming Inc. (GW) entered into an
underwriting agreement (the Underwriting Agreement) with Merrill
Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global
Markets Inc. and J.P. Morgan Securities LLC and the other several
underwriters named therein (collectively, the Underwriters),
related to a registered public offering (the Offering) of
4,000,000 shares of GWs ClassA Common Stock, par value $0.01 per
share (the Common Stock), at a price of $75.00 per share. to the
terms of the Underwriting Agreement, GW granted the Underwriters
a 30-day option to purchase up to 600,000 additional shares of
Common Stock. GW closed the Offering of 4,000,000 shares of
Common Stock on December19, 2016.

GW intends to use the net proceeds of the Offering to fund its
previously announced acquisition of Pentalver Transport Limited
(Pentalver) and to repay indebtedness incurred under its Senior
Secured Syndicated Credit Facility Agreement. If the acquisition
of Pentalver is not consummated, GW intends to use the remaining
net proceeds from the Offering for general corporate purposes,
including repaying indebtedness, strategic investments and
acquisitions.

The sale of the shares of ClassA Common Stock was made to an
effective shelf registration statement previously filed with the
Securities and Exchange Commission (the SEC) on Form S-3 (File
No.333-206943) on September14, 2015 (the Registration Statement),
as supplemented by the prospectus supplement, dated December13,
2016.

The Underwriting Agreement is filed as Exhibit 1(a) to this
Current Report on Form 8-K and is incorporated by reference
herein. The description of the Underwriting Agreement is
qualified in its entirety by reference to such exhibit.

The Offering

On December13, 2016, GW issued a press release announcing the
pricing of the Offering of the shares of Common Stock. A copy of
the press release is attached hereto as Exhibit 99(b) and is
incorporated herein by reference.

In connection with the Offering of the shares of Common Stock, as
described in response to Item1.01 of this Current Report on Form
8-K, the following exhibits are filed with this Current Report on
Form 8-K and are incorporated by reference herein and in the
Registration Statement: (1)the Underwriting Agreement, (2)the
opinion of Simpson Thacher Bartlett LLP, and related consent, and
(3)information relating to Part II, Item14 Other Expenses of
Issuance and Distribution of the Registration Statement.

Acquisition of Providence and Worcester Railroad
Company

On December 16, 2016, the U.S. Surface Transportation Board (STB)
issued its decision granting GW the authority to control
Providence and Worcester Railroad Company (PW). The STBs decision
is effective as of December 16, 2016 and the voting trust that
controlled PW since November 1, 2016 will be dissolved in
accordance with its terms. As a result, GW expects to control PW
as of January 1, 2017.

(d) Exhibits.

The following exhibits are filed herewith:

About Genesee & Wyoming Inc. (NYSE:GWR)

Genesee & Wyoming Inc. owns and operates over 120 freight railroads across the world, which are organized in approximately 10 regions. The Company operates through three segments, which include North American Operations, Australian Operations and U.K./European Operations. In the United States, the Company has over eight regions, such as Central, Coastal (which includes industrial switching and port operations), Midwest, Mountain West (which includes industrial switching operations), Northeast, Ohio Valley, Pacific and Southern. Outside the United States, the Company has approximately three regions, such as Canada (which includes a contiguous railroad located in the United States), Australia, and U.K./Europe (which consists of operations in Belgium, Germany, the Netherlands, Poland and the United Kingdom). The Company provides rail services at over 40 ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers.

Genesee & Wyoming Inc. (NYSE:GWR) Recent Trading Information

Genesee & Wyoming Inc. (NYSE:GWR) closed its last trading session down -0.53 at 71.00 with 707,453 shares trading hands.