FreightCar America Reports Definitive Agreements & Asset Disposition

TL;DR

FreightCar America just did a big asset sale and took on new debt. Big changes ahead.

AI Summary

FreightCar America, Inc. reported on December 31, 2024, that it entered into a material definitive agreement and also terminated a material definitive agreement. The company also completed the disposition of assets and created a direct financial obligation. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate actions including asset sales and new financial obligations, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, asset disposition, and new financial obligations, suggesting significant operational and financial shifts that carry inherent risks.

Key Players & Entities

• FreightCar America, Inc. (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• 000-51237 (company) — SEC File Number
• FCA Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RAIL Nasdaq Global Market
• $115.0 million — a term loan in the principal amount of $115.0 million on December 31, 2024. As described in I
• $113,274,739 — 2024. As described in Item 2.01 below, $113,274,739 of the proceeds were used to redeem in
• $1,000 — eries C Preferred Stock was redeemed at $1,000 per share, for a total redemption price
• $27,862,739 — 274,739, including accrued dividends of $27,862,739, and, thereafter, the Series C Preferre

Filing Documents

• rail-20241231.htm (8-K) — 49KB
• rail-ex10_1.htm (EX-10.1) — 1612KB
• rail-ex10_2.htm (EX-10.2) — 335KB
• 0000950170-25-002119.txt ( ) — 2395KB
• rail-20241231.xsd (EX-101.SCH) — 31KB
• rail-20241231_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 31, 2024, FreightCar America, Inc. (the "Company"), FreightCar North America, LLC ("Borrower") and certain subsidiaries of Borrower (together with the Company and Borrower, collectively, the "Loan Parties") entered into a Financing Agreement (the "Term Loan Agreement") by and among the Loan Parties, the lenders from time to time party thereto, and Blue Torch Finance LLC, as Collateral Agent and Administrative Agent as such terms are defined in the Term Loan Agreement (the "Agent"). Pursuant to the Term Loan Agreement, Borrower borrowed a term loan in the principal amount of $115.0 million on December 31, 2024. As described in Item 2.01 below, $113,274,739 of the proceeds were used to redeem in full the Series C Preferred Stock. The Term Loan Agreement has a maturity date of December 31, 2028. Term loans outstanding thereunder will bear interest at the Term SOFR rate plus an applicable margin of 6.00% per annum or at a base rate, as selected by Borrower. The Term SOFR rate has a floor of 3.00% per annum. Base rate loans will bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the prime rate or (d) the Term SOFR rate plus 1.00% per annum plus an applicable margin of 5.00% per annum. The Term Loan Agreement has both affirmative and negative covenants, including, without limitation, a quarterly maximum net leverage ratio test, a minimum liquidity requirement and limitations on indebtedness, liens and investments. The Term Loan Agreement also provides for customary events of default. On December 31, 2024, the Loan Parties also entered into a Pledge and Security Agreement with the Agent (the "Security Agreement"), pursuant to which the borrowings under the Term Loan Agreement are secured by a first priority perfected security interest in substantially all of the assets of the Loan Parties. Under the Security Agreement, the Loan Parties also agreed to pledg

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 31, 2024, the Company terminated that certain Amended and Restated Loan and Security Agreement, dated July 30, 2021, as amended by the First Amendment to the Amended and Restated Loan and Security Agreement, dated February 23, 2022, by the Second Amendment to the Amended and Restated Loan and Security Agreement, dated November 22, 2022, by the Third Amendment to the Amended and Restated Loan and Security Agreement, dated September 21, 2023, and by the Fourth Amendment to the Amended and Restated Loan and Security Agreement, dated October 30, 2024 (the "Siena Loan Agreement"), by and among the Loan Parties and Siena Lending Group LLC ("Siena"). As of December 31, 2024, all indebtedness and obligations owing to Siena under the Siena Loan Agreement have been repaid in full and all liens and security interests on the assets of the Loan Parties granted to Siena to secure the obligations of the Loan Parties under the Siena Loan Agreement have been terminated and released. On December 31, 2024, the Company terminated that certain Amended and Restated Reimbursement Agreement, dated December 30, 2021, as amended by Amendment No. 1 to the Amended and Restated Reimbursement Agreement, dated March 23, 2023, and by Amendment No. 2 to the Amended and Restated Reimbursement Agreement, dated May 22, 2023 (the "Reimbursement Agreement"), by and among the Loan Parties, CO Finance LVS VI LLC, as letter of credit provider (the "LC Provider"), an affiliate of a corporate credit fund for which Pacific Investment Management Company LLC ("PIMCO") serves as investment manager, and U.S. Bank National Association, as disbursing agent and collateral agent ("US Bank"). As of December 31, 2024, all indebtedness and obligations owing to the LC Provider and US Bank under the Reimbursement Agreement have been repaid in full and all liens and security interests on the assets of the Loan Parties granted to US Bank to secure

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. Redemption of Series C Preferred Stock On December 31, 2024, the Company redeemed all outstanding shares of its preferred stock designated as Series C Preferred Stock from OC III LFE II LP, an affiliate of PIMCO, using the proceeds from the Term Loan Agreement. The Series C Preferred Stock was redeemed at $1,000 per share, for a total redemption price of $113,274,739, including accrued dividends of $27,862,739, and, thereafter, the Series C Preferred Stock ceased to be outstanding and rights of the holders thereof terminated. PIMCO is the beneficial owner of 47.4% of the Company's common stock. For additional details, see the Schedule 13D/A filed by PIMCO with the SEC on July 14, 2023. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03. Section 9 — Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 10.1 Financing Agreement, dated as of December 31, 2024, by and among FreightCar America, Inc., FreightCar North America, LLC, certain of subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent. Exhibit 10.2 Pledge and Security Agreement, dated as of December 31 2024, by and among FreightCar America, Inc., FreightCar North America, LLC, certain of subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FREIGHTCAR AMERICA, INC. Date: January 6, 2025 By: /s/ Michael A. Riordan Michael A. Riordan Vice President, Finance, Chief Financial Officer and Treasurer

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View this 8-K filing on SEC EDGAR