Genesee& Wyoming Inc. (NYSE:GWR) Files An 8-K Regulation FD Disclosure
Item 7.01 and attached hereto as Exhibit 99.1 replaces in its
entirety the information under Item 7.01 and Exhibit 99.1,
respectively, in the Initial Form 8-K. Except for Item 7.01 and
Exhibit 99.1 hereto, this Form 8-K/A does not modify or update
any other disclosures in the Initial Form 8-K.
Item7.01 Regulation FD.
On December12, 2016, Genesee Wyoming Inc. (the Company or GW)
announced that a subsidiary of the Company entered into an
agreement to acquire Pentalver Transport Limited (Pentalver) from
a subsidiary of APM Terminals (a subsidiary of A.P. Meller-Maersk
A/S) for approximately 87million (or approximately US$110 million
at current exchange rates). In its first full year of operation,
the Company anticipates Pentalver will generate approximately 105
million of revenue and 12 million of EBITDA. Through the planned
expansion of existing terminal space as well as the benefit of
operational efficiencies, the Company expects to generate an
additional 2 million of EBITDA that will be realized over the
next two to three years. GW believes Pentalver will require less
than 500,000 in annual capital expenditures and will have annual
depreciation and amortization expense of approximately
4million.(1)
The Company plans to fund the Pentalver acquisition and repay
indebtedness under its Senior Secured Syndicated Credit Facility
Agreement (the Credit Agreement) with the proceeds from the sale
of 4,000,000 shares of its ClassA Common Stock (the Equity Sale).
Assuming the completion of the Equity Sale and after adjusting
for the expected 12-month impact from contributions from the
pending Pentalver acquisition, the November1, 2016 acquisition of
the Providence Worcester Railroad Company (PW) (currently held in
a voting trust until the U.S. Surface Transportation Board
approves the Companys control of PW) and the acquisition of
Glencore Rail (NSW) Pty Limited (GRail) on December1, 2016, the
illustrative Credit Agreement covenant-based net adjusted debt to
adjusted EBITDA ratio for the twelve months ended September30,
2016 (as defined and calculated under the Credit Agreement) would
have been approximately 3.4 to 1.0.(1)
| (1) |
Earnings before interest, taxes, depreciation and amortization (EBITDA) as well as net adjusted debt and adjusted EBITDA, calculated in accordance with the covenant requirements of the Credit Agreement, are non-GAAP financial measures as this term is defined in Regulation G under the Securities Exchange Act of 1934. These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than, or as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be different from similarly-titled non-GAAP financial measures used by other companies. |
Reconciliations of these non-GAAP financial measures to
their most directly comparable GAAP measures are set forth in the
tables attached hereto under Item 9.01 as Exhibit 99.1 and
incorporated into this Item 7.01 by reference.
The information
contained in this Item 7.01 and Exhibit 99.1 hereto shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended, or incorporated by reference in any
filing under the Exchange Act or the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such filing.
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Cautionary
Statement Regarding Forward-Looking Statements
This filing
contains forward-looking statements. Statements that are not
historical facts, including statements about beliefs or
expectations, are forward-looking statements. These statements
are based on plans, estimates and projections, including with
respect to Pentalver and other recent acquisitions, at the time
the Company makes the statements and readers should not place
undue reliance on them. In some cases, readers can identify
forward-looking statements by the use of forward-looking terms
such as may, will, should, expect, intend, plan, anticipate,
believe, estimate, predict, potential, or continue or the
negative of these terms or other comparable terms.
Forward-looking statements involve inherent risks and
uncertainties and the Company cautions readers that a number of
important factors could cause actual results to differ materially
from those contained in any such forward-looking statement.
Factors that could cause actual results to differ materially from
those described in this filing include, among others:
uncertainties as to whether and when the Pentalver acquisition
will be consummated; general economic and business conditions;
and other factors. Readers are cautioned not to place undue
reliance on the forward-looking statements included in this
filing, which speak only as of the date hereof. The Company does
not undertake to update any of these statements in light of new
information or future events.
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Item
9.01Financial Statements and
Exhibits.
| (d) | Exhibits. |
The following
exhibits are filed herewith:
| Exhibit | Description | |
| 99.1 | Reconciliation of Non-GAAP Financial Measures. | |
| 99.2 |
Press release, dated December9, 2016, announcing carload traffic for November 2016 (previously filed with the Initial Form 8-K). |
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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 -4.38 at 71.01 with 1,014,579 shares trading hands.