Wabtec Enters Material Definitive Agreement

TL;DR

Wabtec signed a big deal, check the financials.

AI Summary

On March 11, 2024, Westinghouse Air Brake Technologies Corp. (Wabtec) entered into a material definitive agreement related to a direct financial obligation. The company also filed financial statements and exhibits as part of this report.

Why It Matters

This filing indicates Wabtec has entered into a significant agreement that could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP (company) — Registrant
• Wabtec (company) — Commonly known name for Registrant
• March 11, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — e on Which Registered Common Stock, $0.01 par value per share WAB New York St
• $500,000,000 — completed a public offering and sale of $500,000,000 aggregate principal amount of the Compa
• $225.0 m — an aggregate principal amount equal to $225.0 million, pursuant to the terms and condit

Filing Documents

• ny20023735x1_8k.htm (8-K) — 43KB
• ny20023735x1_ex4-3.htm (EX-4.3) — 212KB
• ny20023735x1_ex5-1.htm (EX-5.1) — 19KB
• ny20023735x1_ex5-2.htm (EX-5.2) — 30KB
• ny20023735x1ex5-1_image01.jpg (GRAPHIC) — 2KB
• ny20023735x1ex5-1_image02.jpg (GRAPHIC) — 1KB
• 0001140361-24-012639.txt ( ) — 493KB
• wab-20240311.xsd (EX-101.SCH) — 4KB
• wab-20240311_lab.xml (EX-101.LAB) — 21KB
• wab-20240311_pre.xml (EX-101.PRE) — 16KB
• ny20023735x1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On March 11, 2024, Westinghouse Air Brake Technologies Corporation (the "Company") completed a public offering and sale of $500,000,000 aggregate principal amount of the Company's 5.611% Senior Notes due 2034 (the "notes"). The offering and sale of the notes was made pursuant to the Company's existing shelf registration statement on Form S-3 (File No. 333-275386) (the "Registration Statement") filed with the Securities and Exchange Commission. The notes were issued pursuant to the Indenture, dated as of August 8, 2013 (the "Base Indenture"), by and between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the "Base Indenture Trustee"), as amended and supplemented by the second supplemental indenture, dated as of November 3, 2016 (the "Second Supplemental Indenture"), among the Company, the subsidiary guarantors party thereto and the Base Indenture Trustee, and as further amended and supplemented by the twelfth supplemental indenture, dated as of March 11, 2024 (the "Twelfth Supplemental Indenture" and, together with the Base Indenture and the Second Supplemental Indenture, the "Indenture"), among the Company, the subsidiary guarantors party thereto, the Base Indenture Trustee, and U.S. Bank Trust Company, National Association, as trustee for the notes (the "Notes Trustee"). The notes will bear interest at 5.611% per year, payable semi-annually on March 11 and September 11 of each year, commencing September 11, 2024. The notes will mature on March 11, 2034. The Company may redeem the notes at any time prior to December 11, 2033, in whole or in part, by paying a "make-whole" premium, as described in the Indenture. At any time on or after December 11, 2033, the Company may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpai

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished with this report on Form 8-K: Exhibit No. Description 4.1 Indenture, dated August 8, 2013, by and between Westinghouse Air Brake Technologies Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Westinghouse Air Brake Technologies Corporation on August 8, 2013). 4.2 Second Supplemental Indenture, dated as of November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors party thereto and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Westinghouse Air Brake Technologies Corporation on November 3, 2016). 4.3 Twelfth Supplemental Indenture, dated March 11, 2024, by and among the Company, the subsidiary guarantors party thereto, Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association) and U.S. Bank Trust Company, National Association, as trustee for the Notes . 4.4 Form of 5.611% Senior Note due 2034 (included in Exhibit 4.3). 5.1 Opinion of Jones Day. 5.2 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Jones Day (included in Exhibit 5.1). 23.2 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2). 104 Cover Page Interactive Data File within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION By: /s/ John A. Olin John A. Olin Executive Vice President and Chief Financial Officer Date: Ma

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View this 8-K filing on SEC EDGAR