8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2022

The Greenbrier Companies, Inc.

(Exact name of registrant as specified in its charter)

(503) 684-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

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.  ☐

Third Amendment to Original Credit Facility

On July 29, 2022, The Greenbrier Companies, Inc. (“Greenbrier”) entered into a Third Amendment to Fourth Amended and Restated Credit Agreement with Bank of America, N.A. (“BofA”), as Administrative Agent (the “Facility Agent”), the guarantors party thereto, and the lenders party thereto (the “Third Amendment”). The Third Amendment amends that certain Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of June 3, 2019 and that certain Second Amendment to Fourth Amended and Restated Credit Agreement dated as of August 27, 2021, the “Original Credit Facility”), by and among Greenbrier, the Facility Agent, the lenders, and the other parties thereto.

The Third Amendment provides for an increase in the term debt basket from $300 million to $450 million. The Third Amendment also replaced LIBOR as the benchmark rate with Term SOFR for US-dollar denominated loans and made certain related conforming changes.

Second Amendment to Original Term Facility

On July 29, 2022, Greenbrier Leasing Company LLC (“GLC”), a wholly-owned subsidiary of Greenbrier, entered into a Second Amendment to Amended and Restated Credit Agreement with BofA, as Administrative Agent (the “Term Agent”) and the lenders party thereto (the “Second Amendment”). The Second Amendment amends that certain Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of August 27, 2021, the “Original Term Facility”), by and among GLC, the Term Agent, and the lenders party thereto.

The Second Amendment provides for (i) an incremental term loan in the aggregate amount of $75 million (the “Incremental Term Loan”) and (ii) a delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) in an aggregate amount of up to $75 million (“Delayed Draw Term Loans”), which has an availability period of six (6) months and is subject to the satisfaction of certain conditions. The proceeds from the Incremental Term Loan and Delayed Draw Term Loans will be used for general corporate purposes (including to expand GLC’s leasing fleet). The interest rate (after giving effect to the benchmark replacement referred to below) and maturity date of the Incremental Term Loan and the Delayed Draw Term Loans are the same as the existing term loans under the Original Term Facility. A commitment fee is required to be paid on the undrawn portion of the Delayed Draw Term Loan Facility. The Second Amendment also replaced LIBOR as the benchmark rate with Term SOFR and made certain related conforming changes.

To the extent required by Item 2.03 of Form 8-K, the information contained Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

On August 3, 2022, The Greenbrier Companies, Inc. issued a press release announcing the new term loans. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

(d) Exhibits

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.

Dated: August 3, 2022

EX-99.1

Exhibit 99.1

Greenbrier Announces New $150 Million Term Loan

Additional financing secured at an attractive fixed rate to fund continued growth of leased fleet

**Lake Oswego, Oregon, August 3, 2022 –**The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today announced that its Greenbrier Leasing subsidiary has entered a new $150 million term loan to finance the continued growth of its leasing fleet. The new loan is non-recourse to Greenbrier, matures in July 2027 and has terms similar to Greenbrier Leasing’s term loan completed in August 2021. Half of the loan amount was drawn at closing and the remaining balance is expected to be utilized in the next six months.

Lorie Tekorius, Chief Executive Officer & President said, “ Liquidity in the current economic environment aligns with our leasing strategy and supports Greenbrier’s broader goal to grow the services business. I would like to thank our banking group for their ongoing support of Greenbrier through this transaction. Importantly, interest rates on Greenbrier’s long-term debt are fixed at attractive levels, with no material debt maturities until 2026. Strong liquidity, combined with our new railcar backlog valued at $3.6 billion as of May 31, 2022, and continued high lease fleet utilization, positions Greenbrier well to navigate current macroeconomic conditions.”

AboutGreenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Through its wholly-owned subsidiaries and joint ventures, Greenbrier designs, builds and markets freight railcars and marine barges in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, parts, maintenance and retrofitting services in North America through our rail services business unit. Greenbrier manages 421,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and other railcars owners in North America. GBX Leasing (GBXL) is a special purpose subsidiary that owns and manages a portfolio of leased railcars that originate primarily from Greenbrier’s manufacturing operations. GBXL and Greenbrier own a lease fleet of 11,800 railcars. Learn more about Greenbrier at www.gbrx.com.

-More-

Greenbrier Announces New $150 Million Term Loan **** ****

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including any statements that are not purely statements of historical fact. Greenbrier uses words, and variations of words, such as “continue,” “expect,” “goal,” “grow,” “insulate,” “navigate,” “will,” and similar expressions to identify forward-looking statements. These forward-looking statements include, without limitation, statements about backlog, leasing performance, financing, future liquidity, and other information regarding future performance and strategies. 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, the following: the COVID-19 pandemic, variants thereof, governmental reaction thereto, and related economic disruptions (including, among other factors, operations and supply disruptions and labor shortages) inflation (including rising energy prices, interest rates, wages and other escalators) and policy reactions thereto (including actions by central banks); and war in Ukraine and related events. Our backlog of railcar units are not necessarily indicative of future results of operations. Certain orders in backlog are subject to customary documentation which may not occur. More information on potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic report on Form 10-K and subsequent reports on 10-Q. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

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