UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2021

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	001-13146	93-0816972
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
One Centerpointe Drive, Suite 200<br> <br>Lake Oswego, OR	97035
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 684-7000

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock without par value	GBX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01	Other Events

On April 14, 2021, Greenbrier issued a press release announcing the proposed offering of its senior convertible notes. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

On April 16, 2021, Greenbrier issued a press release announcing the pricing of its senior convertible notes. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Press release dated April 14, 2021.
99.2	Press release dated April 16, 2021.
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.

	THE GREENBRIER COMPANIES, INC.
Date: April 16, 2021	By:	/s/ Adrian J. Downes
		Adrian J. Downes
		Senior Vice President, Chief Financial Officer and Chief Accounting Officer
		(Principal Financial Officer and Principal Accounting Officer)

EX-99.1

Exhibit 99.1

News Release
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000	www.gbrx.com
For release:	April 14, 2021, 4:00 p.m. EDT	Contact:	Jack Isselmann, Media Relations
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			Justin Roberts, Investor Relations
			Ph: 503-684-7000

Greenbrier Announces Proposed Offering of Convertible Senior Notes

Lake Oswego, Oregon, April 14, 2021 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”) announced today that it intends to offer, subject to market and other conditions, $275.0 million aggregate principal amount of Convertible Senior Notes due 2028 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Greenbrier also intends to grant the initial purchasers a right to purchase, within a 13-day period beginning on, and including, the date Greenbrier first issues the Notes, up to an additional $41.25 million aggregate principal amount of the Notes on the same terms and conditions.

The Notes will be senior, unsecured obligations of Greenbrier, and interest will be payable semi-annually in arrears. Conversions will be settled in cash and, if applicable, shares of Greenbrier’s common stock, based on the applicable conversion rate(s). The interest rate, conversion rate and other terms of the notes are to be determined upon pricing of the offering.

Greenbrier expects to use a portion of the net proceeds from the offering of the Notes to repurchase a portion of the outstanding principal amount of Greenbrier’s 2.875% convertible senior notes due 2024 (the “2.875% Notes”) in privately negotiated transactions expected to be entered into concurrently with the pricing of the offering of the Notes. The terms of any repurchases of the 2.875% Notes will depend on several factors, including the market price of Greenbrier’s common stock and the trading price of the 2.875% Notes at the time of such repurchases. In connection with any repurchases of the 2.875% Notes and the offering of the Notes, there may be increased trading activity in Greenbrier’s common stock, which may impact the market price of Greenbrier’s common stock and the conversion price of the Notes.

Greenbrier intends to use up to approximately $20.0 million of the remaining net proceeds from the offering to repurchase shares of its common stock. Such repurchases will be conducted through one or more of the initial purchasers or their affiliates as Greenbrier’s agents in negotiated transactions with institutional investors concurrently with this offering. Greenbrier expects the purchase price per share of the common stock repurchased from the institutional investors in such privately negotiated transactions to equal the closing price per share of Greenbrier’s common stock on the date of pricing of the offering of the Notes. Such share repurchase transactions could have the effect of increasing, or limiting a decline in, the market price of Greenbrier’s common stock, which may result in a higher effective conversion price of the Notes.

Greenbrier cannot predict the magnitude of the market activities described above or the overall effect they will have on the conversion price of the Notes or Greenbrier’s common stock.

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Greenbrier Announces Proposed Offering of Convertible Notes (Cont.)	Page **** 2

Greenbrier expects to use the remainder of any net proceeds for general corporate purposes, including working capital, capital expenditures, repayments, redemptions or additional repurchases of indebtedness or common stock or acquisitions of, or investments in, businesses and products.

The Notes will be offered in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. The Notes and the shares of Greenbrier common stock issuable upon conversion of the Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Greenbrier designs, builds and markets freight railcars and marine barges in North America. Greenbrier Europe is an end-to-end freight railcar manufacturing, engineering and repair business with operations in Poland, Romania and Turkey that serves customers across Europe and in the nations of the Gulf Cooperation Council. Greenbrier builds freight railcars and rail castings in Brazil through two separate strategic partnerships. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated joint ventures, we produce industrial and rail castings, and other components. Greenbrier owns a lease fleet of 8,700 railcars and performs management services for 445,000 railcars. Learn more about Greenbrier at www.gbrx.com.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including statements regarding the completion, timing and size of the proposed private offering, Greenbrier’s anticipated use of proceeds from the offering, including its proposed repurchase of a portion of the 2.875% Notes and its common stock, and other statements that are not purely statements of historical fact. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “strategy,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “foreseeable future” and similar expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, market conditions and other factors which could impact the proposed offering of the Notes. Other factors that might cause such a difference are discussed in more detail under the headings “Risk Factors” and “Forward Looking Statements” in Greenbrier’s Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and Greenbrier’s Quarterly Reports on Form 10-Q for the fiscal quarters ended November 30, 2020 and February 28, 2021, and in Greenbrier’s other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, Greenbrier does not assume any obligation to update any forward-looking statements.

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EX-99.2

Exhibit 99.2

News Release
One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000	www.gbrx.com
For release: April 16, 2021, 6:00 a.m. EDT	Contact: Jack Isselmann, Media Relations<br><br><br>Justin Roberts, Investor Relations<br><br><br>Ph:<br>503-684-7000
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Greenbrier Announces Pricing and Increased Size of Offering of Convertible Senior Notes

Lake Oswego, Oregon, April 16, 2021 – The Greenbrier Companies, Inc. (NYSE:GBX) (“Greenbrier”) announced today that it has increased the size of its previously announced offering of Convertible Senior Notes due 2028 to an aggregate principal amount of $325 million (the “Notes”). The Notes were offered in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Greenbrier has also granted the initial purchasers the right to purchase, within a 13-day period beginning on, and including, the date Greenbrier first issues the Notes, up to an additional $48.75 million aggregate principal amount of Notes on the same terms and conditions. Greenbrier expects to close the offering of the Notes on or about April 20, 2021, subject to satisfaction of customary closing conditions.

The Notes will be Greenbrier’s general, unsecured, senior obligations and will rank equally in right of payment with all of Greenbrier’s existing and future senior unsecured debt. The Notes will bear interest at an annual rate of 2.875% payable semiannually in arrears in cash on April 15 and October 15 of each year, beginning on October 15, 2021. The Notes will mature on April 15, 2028, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date.

The Notes will be convertible into shares of Greenbrier’s common stock pursuant to their terms, based on an initial conversion rate of 18.0317 shares of Greenbrier’s common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $55.46 per share of common stock. This represents a premium of 30% above the last reported sale price of Greenbrier’s common stock on the New York Stock Exchange on April 15, 2021 (which was $42.66 per share).

Prior to January 15, 2028, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of certain conditions and during certain periods, and, thereafter, at any time until the close of business on the second business day immediately preceding the maturity date. Upon conversion, the Notes will be convertible into cash and, if applicable, shares of Greenbrier’s common stock, based on the applicable conversion rate(s). The conversion rate and conversion price are subject to adjustment in certain events.

Greenbrier expects to use approximately $228.4 million of the net proceeds from the offering of the Notes to repurchase approximately $207.1 million of the outstanding principal amount of Greenbrier’s 2.875% convertible senior notes due 2024 (the “2.875% Notes”) in connection with privately negotiated transactions executed concurrently with the pricing of the offering of the Notes. In connection with any repurchases of the 2.875% Notes and the offering of the Notes, there may be increased trading activity in Greenbrier’s common stock, which may impact the market price of Greenbrier’s common stock and the effective conversion price of the Notes.

-More-

Greenbrier Announces Pricing of Convertible Notes (Cont.)	Page 2

Greenbrier intends to use approximately $20.0 million of the net proceeds from the offering to repurchase 468,823 shares of its common stock. Such repurchases were conducted through one or more of the initial purchasers or their affiliates as Greenbrier’s agents in negotiated transactions with institutional investors, which took place concurrently with the pricing of the offering of the Notes. The purchase price per share of the common stock repurchased from the institutional investors in such privately negotiated transactions will equal the closing price per share of Greenbrier’s common stock on the date of pricing of the offering of the Notes. Such share repurchase transactions could have increased, or limited a decline in, the market price of Greenbrier’s common stock, which may have resulted in a higher effective conversion price of the Notes.

In addition, Greenbrier intends to use approximately $55.0 million of the net proceeds from the offering to retire certain other indebtedness. Greenbrier expects to use the remainder of any net proceeds for general corporate purposes, including working capital, capital expenditures, repayments, redemptions or additional repurchases of indebtedness or common stock or acquisitions of, or investments in, businesses and products.

Separately, Greenbrier has been advised of the intentions of William A. Furman, Chairman & CEO, to purchase, during open trading windows, in open market transactions up to $2.5 million worth of Greenbrier’s Common Stock, subject to market conditions and other factors.

The Notes were offered in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. The Notes and the shares of Greenbrier common stock issuable upon conversion of the Notes have not, and will not, be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About Greenbrier

-More-

Greenbrier Announces Pricing of Convertible Notes (Cont.)	Page 3

including its proposed repurchase of a portion of the 2.875% Notes and shares of its common stock, its proposed retirement of certain other indebtedness, and other statements that are not purely statements of historical fact. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “strategy,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “foreseeable future” and similar expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, factors impacting the closing of the Notes. Other factors that might cause such a difference are discussed in more detail under the headings “Risk Factors” and “Forward Looking Statements” in Greenbrier’s Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and Greenbrier’s Quarterly Reports on Form 10-Q for the fiscal quarters ended November 30, 2020 and February 28, 2021, and in Greenbrier’s other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, Greenbrier does not assume any obligation to update any forward-looking statements.

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